SETS
FORTH A TRUE, CORRECT AND COMPLETE LIST OF ALL MATERIAL CONTRACTS.
THE BORROWER
HAS HERETOFORE FURNISHED TO THE AGENT A TRUE, CORRECT AND COMPLETE COPY OF EACH
MATERIAL CONTRACT AND ALL MODIFICATIONS THERETO.
THE MATERIAL CONTRACTS HAVE
NOT BEEN AMENDED, MODIFIED, SUPPLEMENTED OR CLARIFIED EXCEPT AS SET FORTH ON
SCHEDULE 4.33 AND AS OTHERWISE PERMITTED BY THIS AGREEMENT.
65
C.
EXCEPT AS OTHERWISE PERMITTED BY THIS
AGREEMENT, EACH MATERIAL CONTRACT IS IN FULL FORCE AND EFFECT AND CONSTITUTES A
LEGAL, VALID AND BINDING OBLIGATION OF THE BORROWER OR ITS RELEVANT
SUBSIDIARIES, AS THE CASE MAY BE, AND, TO THE BORROWER'S KNOWLEDGE, EACH OTHER
PARTY THERETO.
D.
NEITHER BORROWER NOR ANY OF ITS
SUBSIDIARIES IS IN DEFAULT OR BREACH BEYOND THE EXPIRATION OF ANY APPLICABLE
NOTICE OR CURE PERIOD UNDER ANY SUCH MATERIAL CONTRACT, WHICH DEFAULT COULD BE
REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
EXCEPT AS SET FORTH ON
SCHEDULE 4.33 (AS MAY BE UPDATED FROM TIME TO TIME), THE BORROWER HAS NO
KNOWLEDGE THAT ANY OTHER PARTY IS IN DEFAULT OR BREACH OF ANY SUCH MATERIAL
CONTRACT, OR THE EXISTENCE OF ANY CONDITIONS WHICH, WITH THE GIVING OF NOTICE OR
THE PASSAGE OF TIME, OR BOTH, COULD CONSTITUTE SUCH A MATERIAL DEFAULT OR
BREACH, WHICH DEFAULT OR BREACH COULD BE REASONABLY EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
NONE OF THE RIGHTS AND PRIVILEGES UNDER THE MATERIAL CONTRACTS
INURING TO ANY BORROWER OR ANY OF ITS SUBSIDIARIES HAS LAPSED, WHICH COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR JEOPARDIZE THE
BORROWER'S ABILITY TO DEVELOP THE PROJECT OR SELL PORTIONS OF THE PROJECT AS
CONTEMPLATED BY THE DEVELOPMENT BUDGET, AND NO GOVERNMENTAL AUTHORITY NOR ANY
OTHER PARTY HAS ANY RIGHT AS OF THE CLOSING DATE TO TERMINATE ANY OF THE
MATERIAL CONTRACTS.
E.
THE BORROWER AND ITS SUBSIDIARIES HAVE
PAID ALL FEES, MADE ALL DEDICATIONS, POSTED ALL BONDS AND OTHER SECURITY,
COMPLETED ALL IMPROVEMENTS AND OTHERWISE PERFORMED, IN ALL MATERIAL RESPECTS,
ALL OBLIGATIONS REQUIRED TO BE PERFORMED BY THE APPLICABLE BORROWER AND ITS
SUBSIDIARIES PRIOR TO THE CLOSING DATE UNDER THE MATERIAL CONTRACTS IN
ACCORDANCE THEREWITH.
F.
EXCEPT AS SET FORTH ON SCHEDULE 4.33,
ALL OF THE MATERIAL CONTRACTS TO WHICH A LOAN PARTY IS A PARTY ARE ASSIGNABLE TO
THE AGENT FOR THE BENEFIT OF THE LENDERS BY THEIR TERMS (OR ANY
SUCCESSOR-IN-INTEREST TO THE APPLICABLE LOAN PARTY) AS CONTEMPLATED BY THE
SECURITY AGREEMENT.
4.34
Utilities.
Borrower is not aware of any facts or circumstances which could reasonably be
expected to materially adversely affect Borrower's ability to obtain all water,
sewer, gas, electric, telephone and drainage facilities and all other utilities
required by law or for the use, development and operation of the Project as and
when necessary to permit Borrower to achieve the Development Budget.
4.35
Licenses and Permits.
The Borrower has obtained (or caused to be obtained) all material Licenses
Permits, memberships, franchises, contracts, approvals, easements and rights of
way required or necessary from any Governmental Authority having jurisdiction
over the