THE BORROWERS ARE AUTHORIZED TO DO BUSINESS
IN ALL JURISDICTIONS WHERE SUCH AUTHORIZATION IS REQUIRED, (II) EACH BORROWER
AND GUARANTOR HAS THE POWER TO ENTER INTO THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND BY THE LOAN DOCUMENTS; (III) THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE LOAN DOCUMENTS DO NOT VIOLATE ANY PROVISION OF ANY
ORGANIZATIONAL DOCUMENT, OR ANY OTHER DOCUMENT KNOWN TO SUCH COUNSEL, AFFECTING
ANY BORROWER OR GUARANTOR; (IV) THE LOAN DOCUMENTS HAVE BEEN EXECUTED AND
DELIVERED BY, AND CONSTITUTE THE VALID AND BINDING OBLIGATIONS OF, BORROWERS AND
GUARANTOR (TO THE EXTENT EXECUTED THEREBY), ENFORCEABLE IN ACCORDANCE WITH THEIR
TERMS, EXCEPT AS LIMITED BY APPLICABLE BANKRUPTCY OR OTHER LAWS AFFECTING
CREDITOR'S RIGHTS GENERALLY;; AND (V) SUCH OTHER MATTERS RELATING TO THE
TRANSACTIONS CONTEMPLATED HEREIN AS AGENT OR AGENT'S COUNSEL MAY REASONABLY
REQUEST.
41
4.1.10
THE MOST RECENT FINANCIAL STATEMENTS OF GUARANTOR.
4.1.11
ON OR BEFORE THE CLOSING DATE WITH RESPECT TO BORROWING BASE
PROJECTS AND NOT LATER THAN 90 DAYS AFTER THE CLOSING DATE (OR SUCH LATER DATE
AS AGREED TO BY AGENT) WITH RESPECT TO PROJECTS NOT IN THE BORROWING BASE AS OF
THE CLOSING DATE, WITH RESPECT TO ANY PROJECT (OTHER THAN REAL ESTATE SUBJECT TO
A PURCHASE MONEY MORTGAGE CONSTITUTING A PERMITTED LIEN), BORROWERS SHALL
DELIVER OR CAUSE TO BE DELIVERED TO AGENT (OR, IF REQUIRED BY ANY APPLICABLE
RULE OR REGULATION BY WHICH LENDERS ARE GOVERNED, AGENT SHALL OBTAIN) EACH OF
THE FOLLOWING (AND, IN THE CASE OF ANY PROJECT THAT IS NOT A ELIGIBLE PROJECT OR
HAS NOT OTHERWISE BEEN ADMITTED TO THE BORROWING BASE, SHALL PROVIDE UPDATES
THEREOF, AS APPROPRIATE, WHEN SUCH PROJECT IS ADMITTED TO THE BORROWING BASE):
A MORTGAGE, OR AN AMENDMENT THERETO, FOR THE RATABLE BENEFIT OF
THE LENDERS, FOR SUCH PROJECT, EXECUTED AND ACKNOWLEDGED BY THE BORROWER THAT IS
THE OWNER THEREOF, WHICH SHALL BE A FIRST LIEN (SUBJECT ONLY TO PERMITTED LIENS)
ON THE PROJECT IN THE FACILITY AMOUNT, PLUS ANY INTEREST AND OTHER CHARGES DUE
THEREON; PROVIDED THAT IF THE PROJECT IS LOCATED IN FLORIDA, NEW YORK, VIRGINIA
OR ANOTHER APPROVED JURISDICTION THAT IMPOSES TAXES UPON THE RECORDING OF, OR
REQUIRES DOCUMENTARY STAMPS TO BE AFFIXED TO, MORTGAGES, THE AMOUNT OF THE
MORTGAGES IN SUCH APPROVAL JURISDICTIONS MAY BE LIMITED IN AMOUNT AS FROM TIME
TO TIME DESIGNATED BY MASTER BORROWER AND APPROVED BY AGENT, AND SUCH MORTGAGES
MAY BE EFFECTED BY THE SUBJECT BORROWER AND AGENT EXECUTING A MORTGAGE
MODIFICATION, SPREADER AND REAFFIRMATION AGREEMENT, IN FORM ACCEPTABLE TO AGENT,
WHEREBY THE LIEN OF AN EXISTING MORTGAGE IS SPREAD TO ENCUMBER SUCH PROJECT.
A COLLATERAL ASSIGNMENT TO AGENT, FOR THE RATABLE BENEFIT OF
THE LENDERS, OF ALL GOVERNMENTAL APPROVALS (TO THE EXTENT ASSIGNABLE), CONTRACTS
AND AGREEMENTS TO WHICH THE PROJECT IS SUBJECT, IN FORM ACCEPTABLE TO AGENT IN
GOOD FAITH, EXECUTED BY THE BORROWER THAT IS THE OWNER OF SUCH PROJECT.
EVIDENCE AS REQUIRED BY APPLICABLE BANKING REGULATIONS THAT NO
PART OF THE PROJECT ON WHICH ANY UNIT IS TO BE CONSTRUCTED