ANY OF THE LOAN DOCUMENTS.
SECTION 3.32
ACKNOWLEDGMENT OF LENDER'S RELIANCE.
BORROWER
ACKNOWLEDGES THAT THE LOAN WILL BE MADE BY LENDER IN RELIANCE UPON THE
REPRESENTATIONS, WARRANTIES, AND AGREEMENTS CONTAINED IN THE LOAN DOCUMENTS OR
ANY CERTIFICATE DELIVERED TO LENDER PURSUANT TO
9
the Loan Documents.
Lender shall be entitled to such reliance notwithstanding
any investigation which has been or will be conducted by Lender or on its
behalf.
ARTICLE IV
CLOSING DELIVERY CONDITIONS; CONDITIONS TO INITIAL DISBURSEMENT
SECTION 4.1
CONDITIONS TO LOAN CLOSING; CLOSING DATE.
PRIOR TO
AND AS A CONDITION TO THE CLOSING OF THE LOAN AND DISBURSEMENT OF THE INITIAL
DISBURSEMENT, LENDER MUST HAVE RECEIVED AND APPROVED THE ITEMS SPECIFIED IN THIS
SECTION 4.1 ON OR BEFORE THE CLOSING DATE.
THESE ITEMS MUST BE FULLY EXECUTED
WHERE APPLICABLE, AND ALL SUBMISSIONS WHICH ARE NOT ORIGINALS MUST BE TRUE AND
COMPLETE COPIES OF THESE ITEMS AND IF REQUESTED BY LENDER, MUST BE SO CERTIFIED
BY BORROWER OR GUARANTOR OR ANY OF SUCH PARTIES (AS THE CASE MAY BE). IN THE
EVENT THAT LENDER AGREES TO CLOSE THE LOAN WITHOUT REQUIRING BORROWER TO HAVE
SATISFIED EACH AND EVERY CONDITION SET FORTH IN THIS SECTION 4.1 OR OTHERWISE
(IT BEING UNDERSTOOD THAT LENDER SHALL HAVE NO OBLIGATION TO DO SO), THEN EACH
AND EVERY CONDITION NOT SO SATISFIED AS OF THE CLOSING DATE SHALL BE A CONDITION
TO THE FUNDING OF ANY ADDITIONAL ADVANCE UNLESS AND UNTIL BORROWER SHALL HAVE
SATISFIED SUCH CONDITION OR LENDER SHALL HAVE EXPRESSLY AGREED IN WRITING TO
PERMANENTLY WAIVE SUCH CONDITION.
(A)
LOAN DOCUMENTS.
THE LOAN DOCUMENTS AND THE COMMITMENT LETTER.
(B)
UCC SEARCHES.
FEDERAL, STATE AND LOCAL TAX AND JUDGMENT LIEN
SEARCHES AND SEARCHES OF THE APPROPRIATE UNIFORM COMMERCIAL CODE FILING OFFICES
SHOWING NO LIENS AFFECTING THE PROPERTY OR BORROWER, OTHER THAN THE PERMITTED
EXCEPTIONS.
(C)
INSURANCE.
BORROWER SHALL PROVIDE, AT LEAST FOUR (4) BUSINESS
DAYS PRIOR TO THE CLOSING DATE, EVIDENCE THAT THE INSURANCE REQUIRED UNDER
SECTION 7.8 IS IN EFFECT.
(D)
FORMATION, AUTHORITY AND GOOD STANDING DOCUMENTS.
THE FOLLOWING
ITEMS: (I) EVIDENCE OF THE DUE ORGANIZATION OR INCORPORATION AND GOOD STANDING
OF BORROWER, ITS MEMBERS AND GUARANTOR (IF A LEGAL ENTITY), AS CERTIFIED BY THE
SECRETARY OF STATE OF SUCH PARTY'S STATE OF ORGANIZATION OR INCORPORATION, THE
SECRETARY OF STATE OF THE STATE WHERE THE PROPERTY IS LOCATED AND ANY OTHER
JURISDICTION WHERE SUCH PARTY IS REQUIRED TO QUALIFY TO DO BUSINESS AND MAINTAIN
ITS GOOD STANDING THEREIN; (II) TRUE, CORRECT AND COMPLETE COPIES OF ALL
ORGANIZATIONAL DOCUMENTS; AND (III) EVIDENCE OF THE DUE AUTHORIZATION OF THIS
TRANSACTION BY BORROWER, ITS MEMBERS AND GUARANTOR, INCLUDING, WITHOUT
LIMITATION, CORPORATE, PARTNERSHIP OR LIMITED LIABILITY COMPANY RESOLUTIONS
SPECIFICALLY AUTHORIZING THIS TRANSACTION AND INCUMBENCY CERTIFICATES WITH
ORIGINAL SPECIMEN SIGNATURES FOR THE OFFICERS SIGNING THE LOAN DOCUMENTS.
THE
FOREGOING ORGANIZATIONAL DOCUMENTS MUST DEMONSTRATE THAT THE OWNERSHIP,
MANAGEMENT AND CAPITAL STRUCTURE OF THE BORROWER IS CONSISTENT WITH RECITAL I OF
THIS AGREEMENT.
(E)
OPINIONS OF BORROWER'S AND GUARANTOR'S COUNSEL.
LEGAL OPINIONS
FROM BORROWER'S AND GUARANTOR'S COUNSEL, WHOSE