ARTICLE II:
REPRESENTATIONS, WARRANTIES
AND COVENANTS OF BORROWER
SECTION 2.01. PAYMENT OF DEBT. BORROWER WILL PAY THE DEBT AT THE TIME AND IN THE
MANNER PROVIDED IN THE NOTE AND THE OTHER LOAN DOCUMENTS, ALL IN LAWFUL MONEY OF
THE UNITED STATES OF AMERICA IN IMMEDIATELY AVAILABLE FUNDS.
SECTION 2.02. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER. BORROWER
REPRESENTS AND WARRANTS TO AND COVENANTS WITH LENDER:
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(A)
ORGANIZATION AND AUTHORITY. BORROWER (I) IS A LIMITED LIABILITY
COMPANY, GENERAL PARTNERSHIP, LIMITED PARTNERSHIP OR CORPORATION, AS THE CASE
MAY BE, DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF
THE JURISDICTION OF ITS FORMATION, (II) HAS ALL REQUISITE POWER AND AUTHORITY
AND ALL NECESSARY LICENSES AND PERMITS TO OWN AND OPERATE THE PROPERTY AND TO
CARRY ON ITS BUSINESS AS NOW CONDUCTED AND AS PRESENTLY PROPOSED TO BE CONDUCTED
AND (III) IS DULY QUALIFIED, AUTHORIZED TO DO BUSINESS AND IN GOOD STANDING IN
THE JURISDICTION WHERE THE PROPERTY IS LOCATED AND IN EACH OTHER JURISDICTION
WHERE THE CONDUCT OF ITS BUSINESS OR THE NATURE OF ITS ACTIVITIES MAKES SUCH
QUALIFICATION NECESSARY. IF BORROWER IS A LIMITED LIABILITY COMPANY, LIMITED
PARTNERSHIP OR GENERAL PARTNERSHIP, EACH GENERAL PARTNER OR MANAGING MEMBER, AS
APPLICABLE, OF BORROWER WHICH IS A CORPORATION IS DULY ORGANIZED, VALIDLY
EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
INCORPORATION.
(B)
POWER. BORROWER AND, IF APPLICABLE, EACH GENERAL PARTNER HAS FULL
POWER AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM, AS APPLICABLE, THE LOAN
DOCUMENTS TO WHICH IT IS A PARTY, TO MAKE THE BORROWINGS THEREUNDER, TO EXECUTE
AND DELIVER THE NOTE AND TO GRANT TO LENDER A FIRST, PRIOR, PERFECTED AND
CONTINUING LIEN ON AND SECURITY INTEREST IN THE PROPERTY, SUBJECT ONLY TO THE
PERMITTED ENCUMBRANCES.
(C)
AUTHORIZATION OF BORROWING. THE EXECUTION, DELIVERY AND
PERFORMANCE OF THE LOAN DOCUMENTS TO WHICH BORROWER IS A PARTY, THE MAKING OF
THE BORROWINGS THEREUNDER, THE EXECUTION AND DELIVERY OF THE NOTE, THE GRANT OF
THE LIENS ON THE PROPERTY PURSUANT TO THE LOAN DOCUMENTS TO WHICH BORROWER IS A
PARTY AND THE CONSUMMATION OF THE LOAN ARE WITHIN THE POWERS OF BORROWER AND
HAVE BEEN DULY AUTHORIZED BY BORROWER AND, IF APPLICABLE, EACH GENERAL PARTNER
BY ALL REQUISITE ACTION (AND BORROWER HEREBY REPRESENTS THAT NO APPROVAL OR
ACTION OF ANY MEMBER, LIMITED PARTNER OR SHAREHOLDER, AS APPLICABLE, OF BORROWER
NOT ALREADY OBTAINED IS REQUIRED TO AUTHORIZE ANY OF THE LOAN DOCUMENTS TO WHICH
BORROWER IS A PARTY) AND WILL CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATION
OF BORROWER, ENFORCEABLE AGAINST BORROWER IN ACCORDANCE WITH THEIR TERMS, EXCEPT
AS ENFORCEMENT MAY BE STAYED OR LIMITED BY BANKRUPTCY, INSOLVENCY OR SIMILAR
LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND BY GENERAL
PRINCIPLES OF EQUITY (WHETHER CONSIDERED IN PROCEEDINGS AT LAW OR IN EQUITY) AND
WILL NOT (I) VIOLATE ANY PROVISION OF ITS PARTNERSHIP AGREEMENT OR PARTNERSHIP
CERTIFICATE OR CERTIFICATE OF INCORPORATION OR BY-LAWS, OR OPERATING AGREEMENT,
CERTIFICATE OF FORMATION OR ARTICLES OF ORGANIZATION, AS APPLICABLE, OR, TO