REQUEST OF LENDER WHEN IT DETERMINES A GREATER AMOUNT MAY BE
REQUIRED TO MAKE SUCH PAYMENTS;
(III)
SUCH PROCEEDING SHALL NOT SUBJECT LENDER OR BORROWER TO ANY RISK
OF ANY CRIMINAL LIABILITY;
(IV)
BORROWER SHALL KEEP LENDER INFORMED ON A CURRENT BASIS AS TO THE
STATUS AND PROGRESS OF ANY SUCH PROCEEDING; AND
(V)
BORROWER WILL, UPON A FINAL DETERMINATION OF SUCH CONTEST, TAKE
ALL STEPS NECESSARY TO COMPLY WITH ANY REQUIREMENTS ARISING THEREFROM.
If Borrower shall fail at any time to comply with the above conditions to
contest or the applicable Project, the Property or any part thereof is, in the
reasonable judgment of Lender, in any imminent danger of being forfeited or lost
or the value of the Property being adversely impacted, Lender may require
Borrower to, and Borrower will, thereupon make the payment which is the subject
of the contest.
SECTION 3.8.
PARTIAL ADVANCES.
IF ANY OR ALL CONDITIONS PRECEDENT TO
MAKING AN ADVANCE HAVE NOT BEEN SATISFIED (OR WAIVED BY LENDER IN ITS SOLE
DISCRETION) ON OR BEFORE THE APPLICABLE ADVANCE DATE, WITHOUT WAIVING ANY OF ITS
RIGHTS OR REMEDIES HEREUNDER, LENDER IN ITS SOLE DISCRETION MAY DISBURSE THAT
PORTION, IF ANY, OF THE REQUESTED ADVANCE FOR WHICH ALL OF THE CONDITIONS
PRECEDENT HAVE BEEN SATISFIED.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
SECTION 4.1.
BORROWER PARTY AND PROPERTY REPRESENTATIONS.
BORROWER
REPRESENTS AND WARRANTS AS OF THE CLOSING DATE AS FOLLOWS:
4.1.1.
ORGANIZATION.
EACH BORROWER PARTY HAS BEEN DULY ORGANIZED AND IS
VALIDLY EXISTING AND IN GOOD STANDING WITH REQUISITE POWER AND AUTHORITY TO OWN
ITS PROPERTIES AND TO TRANSACT THE BUSINESSES IN WHICH IT IS NOW ENGAGED.
EACH
BORROWER PARTY IS DULY QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING IN EACH
JURISDICTION WHERE IT IS REQUIRED TO BE SO QUALIFIED IN CONNECTION WITH ITS
PROPERTIES, BUSINESSES AND OPERATIONS.
EACH BORROWER POSSESSES ALL RIGHTS,
LICENSES, PERMITS AND AUTHORIZATIONS, GOVERNMENTAL OR OTHERWISE, NECESSARY TO
ENTITLE IT TO OWN ITS PROPERTIES AND TO TRANSACT THE BUSINESSES IN WHICH IT IS
NOW ENGAGED.
THE SOLE BUSINESS OF EACH BORROWER IS THE DIRECT OR INDIRECT
OWNERSHIP, MANAGEMENT AND OPERATION OF THE PROPERTY.
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ATTACHED HERETO AS SCHEDULE I IS A TRUE, CORRECT AND COMPLETE CHART SHOWING THE
DIRECT OWNERSHIP INTERESTS IN EACH BORROWER PARTY AND IDENTIFYING THE RESPECTIVE
DIRECT OR INDIRECT INTERESTS HELD BY EACH SPONSOR.
4.1.2.
PROCEEDINGS.
EACH BORROWER PARTY HAS TAKEN ALL NECESSARY ACTION TO
AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY.
THIS AGREEMENT AND SUCH OTHER LOAN
DOCUMENTS HAVE BEEN DULY EXECUTED AND DELIVERED BY OR ON BEHALF OF EACH BORROWER
PARTY THAT IS A PARTY THERETO AND CONSTITUTE LEGAL, VALID AND BINDING
OBLIGATIONS OF EACH BORROWER PARTY ENFORCEABLE AGAINST EACH BORROWER PARTY IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS, SUBJECT ONLY TO APPLICABLE BANKRUPTCY,
INSOLVENCY AND SIMILAR LAWS AFFECTING RIGHTS OF CREDITORS GENERALLY, AND
SUBJECT, AS TO ENFORCEABILITY, TO GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF
WHETHER ENFORCEMENT IS SOUGHT IN A PROCEEDING IN