reflect such revised Schedule.
6.24
UNENCUMBERED ASSETS.
Schedule 2 hereto contains a complete and accurate description of Unencumbered
Assets as of the Closing Date and as supplemented from time to time including
the entity that owns each Unencumbered Asset.
With respect to each Property
identified from time to time as an Unencumbered Asset, Borrower hereby
represents and warrants as follows except to the extent disclosed in writing to
the Lenders and approved by the Required Lenders (which approval shall not be
unreasonably withheld):
(A)
NO PORTION OF ANY IMPROVEMENT ON THE UNENCUMBERED ASSET IS LOCATED
IN AN AREA IDENTIFIED BY THE SECRETARY OF HOUSING AND URBAN DEVELOPMENT OR ANY
SUCCESSOR THERETO AS AN AREA HAVING SPECIAL FLOOD HAZARDS PURSUANT TO THE
NATIONAL FLOOD INSURANCE ACT OF 1968 OR THE FLOOD DISASTER PROTECTION ACT OF
1973, AS AMENDED, OR ANY SUCCESSOR LAW, OR, IF LOCATED WITHIN ANY SUCH AREA,
BORROWER OR THE RESPECTIVE QUALIFYING INVESTMENT AFFILIATE OR SPECIAL
57
QUALIFYING INVESTMENT AFFILIATE HAS OBTAINED AND WILL MAINTAIN THE INSURANCE
PRESCRIBED IN SECTION 6.17 HEREOF.
(B)
TO THE BORROWER'S KNOWLEDGE, BORROWER OR THE RESPECTIVE QUALIFYING
INVESTMENT AFFILIATE OR SPECIAL QUALIFYING INVESTMENT AFFILIATE HAS OBTAINED ALL
MATERIAL CERTIFICATES, LICENSES AND OTHER APPROVALS, GOVERNMENTAL AND OTHERWISE,
NECESSARY FOR THE OPERATION OF THE UNENCUMBERED ASSET AND THE CONDUCT OF ITS
BUSINESS AND ALL REQUIRED ZONING, BUILDING CODE, LAND USE, ENVIRONMENTAL AND
OTHER SIMILAR PERMITS OR APPROVALS WHICH IT IS REQUIRED TO MAINTAIN, ALL OF
WHICH ARE IN FULL FORCE AND EFFECT AS OF THE DATE HEREOF AND NOT SUBJECT TO
REVOCATION, SUSPENSION, FORFEITURE OR MODIFICATION.
(C)
TO THE BORROWER'S KNOWLEDGE, THE UNENCUMBERED ASSET AND THE
PRESENT USE AND OCCUPANCY THEREOF ARE IN MATERIAL COMPLIANCE WITH ALL APPLICABLE
ZONING ORDINANCES (WITHOUT RELIANCE UPON ADJOINING OR OTHER PROPERTIES),
BUILDING CODES, LAND USE AND ENVIRONMENTAL LAWS, LAWS RELATING TO THE DISABLED
INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT TO THE EXTENT
APPLICABLE, AND OTHER SIMILAR LAWS ("APPLICABLE LAWS"), EXCEPT TO THE EXTENT
SUCH NON-COMPLIANCE COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(D)
THE UNENCUMBERED ASSET IS SERVED BY ALL UTILITIES REQUIRED FOR THE
CURRENT OR CONTEMPLATED USE THEREOF.
ALL UTILITY SERVICE IS PROVIDED BY PUBLIC
UTILITIES AND THE UNENCUMBERED ASSET HAS ACCEPTED OR IS EQUIPPED TO ACCEPT SUCH
UTILITY SERVICE.
(E)
ALL PUBLIC ROADS AND STREETS NECESSARY FOR SERVICE OF AND ACCESS
TO THE UNENCUMBERED ASSET FOR THE CURRENT OR CONTEMPLATED USE THEREOF HAVE BEEN
COMPLETED, ARE SERVICEABLE AND ALL-WEATHER AND ARE PHYSICALLY AND LEGALLY OPEN
FOR USE BY THE PUBLIC.
(F)
THE UNENCUMBERED ASSET IS SERVED BY PUBLIC WATER AND SEWER
SYSTEMS OR, IF THE UNENCUMBERED ASSET IS NOT SERVICED BY A PUBLIC WATER AND
SEWER SYSTEM, SUCH ALTERNATE SYSTEMS ARE ADEQUATE AND MEET, IN ALL MATERIAL
RESPECTS, ALL REQUIREMENTS AND REGULATIONS OF, AND OTHERWISE COMPLIES IN ALL
MATERIAL RESPECTS WITH, ALL APPLICABLE LAWS WITH RESPECT TO SUCH ALTERNATE
SYSTEMS.
(G)
BORROWER IS NOT AWARE OF ANY MATERIAL LATENT OR PATENT STRUCTURAL
OR OTHER SIGNIFICANT DEFICIENCY OF THE UNENCUMBERED