IDENTITY MUST BE SATISFACTORY TO
LENDER, ADDRESSING CORPORATE, PARTNERSHIP AND LIMITED LIABILITY ORGANIZATION,
AUTHORITY AND GOOD STANDING, THE ENFORCEABILITY OF THE LOAN DOCUMENTS, USURY AND
SUCH OTHER MATTERS WHICH LENDER MAY REASONABLY
REQUEST.
10
(F)
FINANCIAL STATEMENTS.
THE MOST CURRENT FINANCIAL STATEMENTS
AVAILABLE FOR BORROWER AND GUARANTOR, CERTIFIED AS REQUIRED IN AND MEETING THE
OTHER REQUIREMENTS OF SECTION 7.7.
(G)
REPRESENTATIONS.
ALL REPRESENTATIONS AND WARRANTIES OF BORROWER
CONTAINED IN THIS AGREEMENT AND IN ALL OF THE OTHER LOAN DOCUMENTS SHALL BE TRUE
AND CORRECT AS OF THE CLOSING DATE.
(H)
EVENT OF DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING.
(I)
ADVERSE CHANGE.
THERE SHALL BE NO MATERIAL ADVERSE CHANGE IN THE
FINANCIAL CONDITION OF BORROWER OR GUARANTOR OR THE CONDITION OF THE PROPERTY.
(J)
CASUALTY; CONDEMNATION.
NEITHER THE PROPERTY NOR ANY PART
THEREOF SHALL HAVE SUFFERED ANY CASUALTY OR BE SUBJECT TO ANY EXISTING OR
THREATENED CONDEMNATION OR TAKING BY EMINENT DOMAIN PROCEEDINGS OR OTHERWISE.
(K)
PENDING LITIGATION.
THERE SHALL BE NO PENDING OR THREATENED
LITIGATION AGAINST BORROWER, GUARANTOR OR THE PROPERTY KNOWN TO BORROWER OR ITS
COUNSEL.
(L)
COMMITMENT LETTER.
THERE SHALL HAVE BEEN FULL COMPLIANCE BY
BORROWER WITH ALL OF THE TERMS AND CONDITIONS OF THE APPLICATION LETTER AND THE
COMMITMENT LETTER.
(M)
COMPLIANCE WITH LAWS.
LENDER SHALL HAVE RECEIVED EVIDENCE
SATISFACTORY TO IT THAT THE PROPERTY IS IN COMPLIANCE WITH ALL LAWS (INCLUDING
ALL LOCAL, STATE AND FEDERAL ENVIRONMENTAL LAWS), INCLUDING A COPY OF THE FINAL
TRACT MAP OR OTHER GOVERNMENTAL APPROVAL BY EACH PLANNING COMMISSION OR OTHER
GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER THE LAWFUL DEVELOPMENT OF THE
PROJECT, AND THAT THERE ARE NO CONDITIONS EXISTING CURRENTLY OR LIKELY TO EXIST
DURING THE TERM OF THE LOAN THAT REQUIRE OR ARE LIKELY TO REQUIRE CLEAN-UP,
REMOVAL OR OTHER REMEDIAL ACTION PURSUANT TO ANY OF THE AFORESAID ENVIRONMENTAL
LAWS.
(N)
APPRAISAL.
A CURRENT APPRAISAL OF THE PROPERTY ADDRESSED TO
LENDER, WHICH MUST BE ACCEPTABLE TO LENDER IN ITS SOLE DISCRETION. ACCEPTABILITY
SHALL BE PREDICATED UPON, AMONG OTHER THINGS: (A) A STATED "AS-IS" VALUE OF THE
PROPERTY OF NO LESS THAN $75,000,000, (B) A STATED "AS-COMPLETED" VALUE OF THE
PROJECT ON THE BASIS OF A GROSS RETAIL SELL-OUT AS CONDOMINIUMS OF NO LESS THAN
$99,000,000, (C) A STATED BULK SALE UPON COMPLETION VALUE FOR THE PROJECT AS
CONDOMINIUMS OF NO LESS THAN $79,000,000, (D) A LOGICAL AND CONSISTENT
PRESENTATION, AND (E) CONFORMANCE WITH FEDERAL REGULATIONS GOVERNING THE CONTENT
OF THE APPRAISAL.
(O)
TITLE POLICY.
THE TITLE POLICY.
THE TITLE POLICY SHALL NOT
CONTAIN ANY EXCEPTIONS RELATING TO THE USE BY BORROWER OF ANY CONTRACT
PURCHASER'S DEPOSIT WITH RESPECT TO UPGRADES AS FUNDS WITH RESPECT TO THE
CONVERSION OF THE PROJECT.
(P)
SURVEY.
THE SURVEY WHICH SHALL BE PREPARED AND BE CERTIFIED IN
ACCORDANCE WITH THE SURVEY CERTIFICATION ATTACHED AS EXHIBIT F.
11
(Q)
ENVIRONMENTAL REPORT.
A COMPLETE PHASE I ENVIRONMENTAL REPORT
ADDRESSED TO AND APPROVED BY LENDER, PREPARED IN SUCH DETAIL AS LENDER MAY
REQUIRE BY A FIRM APPROVED BY LENDER