PROPERTY IS
LOCATED, CERTIFYING THAT EACH MORTGAGED PROPERTY IS IN COMPLIANCE WITH ALL
APPLICABLE ZONING LAWS, RULES AND REGULATIONS, A ZONING ENDORSEMENT TO THE
APPLICABLE TITLE INSURANCE POLICY WITH RESPECT TO EACH MORTGAGED PROPERTY AND/OR
AN ACCEPTABLE ZONING LETTER FROM ZONING INFORMATION SERVICES INC.;
(III)
COPIES OF THE LEASES IN EFFECT AT EACH
MORTGAGED PROPERTY AS LENDER MAY REQUEST (IN ADDITION TO THE COPIES DELIVERED
ABOVE); AND
(IV)
A CERTIFIED COPY OF THE PURCHASE AND SALE
AGREEMENT (WITH EXHIBITS), IF ANY, FOR THE MORTGAGED PROPERTY.
(Y)
CLOSING STATEMENT.
LENDER AND BORROWER
SHALL HAVE AGREED UPON A DETAILED CLOSING STATEMENT IN A FORM REASONABLY
ACCEPTABLE TO LENDER, WHICH INCLUDES A COMPLETE DESCRIPTION OF BORROWER'S
SOURCES AND USES OF FUNDS ON THE CLOSING DATE.
(Z)
LOAN-TO-VALUE RATIO; DEBT SERVICE COVERAGE
TEST.
LENDER SHALL HAVE DETERMINED THAT (I) THE LOAN AMOUNT IS NOT GREATER THAN
80% OF THE AGGREGATE VALUE OF THE MORTGAGED PROPERTY AS SET FORTH IN THE
APPRAISALS DELIVERED ON THE CLOSING DATE AND (II) THE DEBT SERVICE COVERAGE TEST
IS SATISFIED AS OF THE CLOSING DATE.
(AA)
ORIGINATION FEE.
LENDER SHALL HAVE RECEIVED ITS
ORIGINATION FEE, WHICH MAY BE RETAINED BY LENDER FROM THE PROCEEDS OF THE LOAN.
SECTION 3.2.
EXECUTION AND DELIVERY OF
AGREEMENT.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY EACH PARTY TO THIS
AGREEMENT SHALL BE DEEMED TO CONSTITUTE THE SATISFACTION OR WAIVER OF THE
CONDITIONS SET FORTH IN SECTION 3.1; PROVIDED, THAT ANY SUCH DEEMED SATISFACTION
OR WAIVER SHALL BE SOLELY FOR THE PURPOSES OF SECTION 3.1 AND SHALL NOT BE
DEEMED OR CONSTRUED TO CONSTITUTE A WAIVER OF ANY OTHER PROVISION OF THIS
AGREEMENT OR OF ANY PROVISIONS OF ANY OF THE OTHER LOAN DOCUMENTS, INCLUDING,
WITHOUT LIMITATION, ANY UNDELIVERED ITEMS UNDERTAKING OR AGREEMENT OR OTHER
POST-CLOSING AGREEMENT OR UNDERTAKING ENTERED INTO BY BORROWER AND/OR GUARANTOR.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
SECTION 4.1.
REPRESENTATIONS AND WARRANTIES AS
TO BORROWER.
BORROWER REPRESENTS AND WARRANTS THAT, AS OF THE CLOSING DATE:
(A)
ORGANIZATION.
BORROWER (I) IS A DULY
ORGANIZED AND VALIDLY EXISTING LIMITED LIABILITY COMPANY IN GOOD STANDING UNDER
THE LAWS OF THE STATE OF DELAWARE, (II) HAS THE REQUISITE POWER AND AUTHORITY TO
OWN ITS PROPERTIES (INCLUDING, WITHOUT LIMITATION, THE MORTGAGED PROPERTY) AND
TO CARRY ON ITS BUSINESS AS NOW BEING CONDUCTED AND IS QUALIFIED TO DO BUSINESS
IN THE JURISDICTION IN WHICH THE MORTGAGED PROPERTY IS LOCATED, AND (III) HAS
THE REQUISITE POWER TO EXECUTE AND DELIVER, AND PERFORM ITS OBLIGATIONS UNDER,
THIS AGREEMENT, THE NOTE AND ALL OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A
PARTY.
57
(B)
AUTHORIZATION; NO CONFLICT; CONSENTS AND
APPROVALS.
THE EXECUTION AND DELIVERY BY BORROWER OF THIS AGREEMENT, THE NOTE
AND EACH OF THE OTHER LOAN DOCUMENTS, BORROWER'S PERFORMANCE OF ITS OBLIGATIONS
HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS AND THE CREATION OF THE SECURITY
INTERESTS AND LIENS PROVIDED FOR IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
TO WHICH IT IS A PARTY (I) HAVE BEEN DULY AUTHORIZED BY ALL REQUISITE ACTION ON
THE