REPRESENTATIONS AND
WARRANTIES SET FORTH IN THE MASTER LEASE ESTOPPEL CERTIFICATE AND AGREEMENTS,
SOLELY WITH RESPECT TO THE MASTER LEASE ESTOPPEL CERTIFICATE AND AGREEMENTS
RELATING TO MASTER LEASES IN RESPECT OF ARC COMMUNITIES CONTAINING UNIT SITES ON
WHICH UNITS INCLUDED IN THE BORROWING BASE ARE LOCATED (ANY SUCH ARC COMMUNITY,
A "BORROWING BASE ARC COMMUNITY") WITH THE SAME FORCE AND EFFECT AS IF MADE ON
AND AS OF SUCH DATE (OR, IF ANY SUCH REPRESENTATION OR WARRANTY IS EXPRESSLY
STATED TO HAVE BEEN MADE AS OF A SPECIFIC DATE, AS OF SUCH SPECIFIC DATE).
THE
LENDER SHALL HAVE RECEIVED AN OFFICER'S CERTIFICATION SIGNED BY A RESPONSIBLE
OFFICER OF EACH BORROWER CERTIFYING AS TO THE TRUTH, ACCURACY AND COMPLETENESS
OF THE ABOVE.
(C)
MAXIMUM CREDIT.
THE AGGREGATE OUTSTANDING
INDEBTEDNESS SHALL NOT EXCEED THE MAXIMUM CREDIT.
(D)
INTEREST RESERVE AMOUNT.
THE LENDER SHALL
HAVE RECEIVED EVIDENCE THAT THE INTEREST RESERVE AMOUNT HAS BEEN DEPOSITED INTO
THE INTEREST RESERVE ACCOUNT.
(E)
TRUST RECEIPTS; CUSTODIAL REPORTS.
THE
LENDER SHALL HAVE RECEIVED ONE OR MORE TRUST RECEIPTS (AS DEFINED IN THE
CUSTODIAL AGREEMENT) AND CUSTODIAL REPORTS (AS SO DEFINED) FROM THE CUSTODIAN,
DULY COMPLETED, CONFIRMING THAT THE CUSTODIAN IS HOLDING CERTIFICATES OF TITLE
FOR EACH UNIT THAT IS INCLUDED IN THE BORROWING BASE AMOUNT, WITH THE LIEN
38
OF THE LENDER DULY NOTED ON EACH SUCH CERTIFICATE OF TITLE BY THE APPLICABLE
REGISTRY OFFICE IN CONFORMITY WITH THE REQUIREMENTS OF APPLICABLE STATE LAW (OR
THAT THE CUSTODIAN SHALL HAVE SENT OUT A CERTIFICATE OF TITLE OR AN MSO,
TOGETHER WITH A TRANSMITTAL PACKAGE, TO THE APPLICABLE REGISTRY OFFICE FOR A
CERTIFICATE OF TITLE TO BE ISSUED WITH SUCH LIEN TO BE SO NOTED).
(F)
WEEKLY BORROWING BASE REPORT.
THE LENDER
SHALL HAVE TIMELY RECEIVED THE MOST RECENT WEEKLY BORROWING BASE REPORT REQUIRED
TO BE DELIVERED BY SECTION 6.01(E) OF THIS AGREEMENT, ESTABLISHING THAT THE
BORROWING BASE AMOUNT IS NOT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT OF ALL
LOANS (AFTER GIVING EFFECT TO THE LOAN PROPOSED TO BE MADE).
(G)
FEES AND EXPENSES.
THE LENDER SHALL HAVE
RECEIVED ALL REASONABLE AND DOCUMENTED FEES AND EXPENSES OF COUNSEL TO THE
LENDER AS CONTEMPLATED BY SECTION 11.03 OF THIS AGREEMENT, WHICH AMOUNT, AT THE
LENDER'S OPTION, MAY BE NETTED FROM ANY LOAN ADVANCED UNDER THIS AGREEMENT.
Each request for a borrowing by the Borrowers hereunder shall constitute a
certification by the Borrowers that all the conditions set forth in this
Article IV to this Agreement have been satisfied (both as of the date of such
notice, request or confirmation and as of the date of such borrowing).
ARTICLE V
REPRESENTATIONS AND WARRANTIES.
Each Borrower represents and warrants to the Lender that throughout the term of
this Agreement:
SECTION 5.01
ORGANIZATION, ETC.
EACH OBLIGOR AND
OTHER THAN AS TO CLAUSE (B) HEREOF, EACH MASTER LESSOR (A) IS VALIDLY ORGANIZED
AND EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OR JURISDICTION OF
ITS INCORPORATION OR ORGANIZATION, (B) IS DULY QUALIFIED TO DO BUSINESS AND IS
IN