IN THE LOAN DOCUMENTS, OR
ANY CONDUCT OR COURSE OF CONDUCT BY THE PARTIES HERETO, BEFORE OR AFTER SIGNING
THE LOAN DOCUMENTS, THIS AGREEMENT SHALL NOT BE CONSTRUED AS CREATING ANY
RIGHTS, CLAIMS OR CAUSES OF ACTION AGAINST LENDER, OR ANY OF ITS OFFICERS,
DIRECTORS, AGENTS OR EMPLOYEES, IN FAVOR OF ANY CONTRACTOR, SUBCONTRACTOR,
SUPPLIER OF LABOR OR MATERIALS, OR ANY OF THEIR RESPECTIVE CREDITORS, OR ANY
OTHER PERSON OR ENTITY OTHER THAN BORROWER.
WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, ADVANCES MADE TO ANY CONTRACTOR, SUBCONTRACTOR OR SUPPLIER OF
LABOR OR MATERIALS, PURSUANT TO ANY REQUESTS FOR ADVANCES, WHETHER OR NOT SUCH
REQUEST IS REQUIRED TO BE APPROVED BY BORROWER, SHALL NOT BE DEEMED A
RECOGNITION BY LENDER OF A THIRD-PARTY BORROWER STATUS OF ANY SUCH PERSON OR
ENTITY.
3.7
EXTENSION OPTION.
BORROWER SHALL HAVE THE
OPTION TO REQUEST ONE (1) EXTENSION OF TWELVE (12) MONTHS FROM THE ORIGINAL
MATURITY DATE, UPON SIXTY (60) DAYS PRIOR WRITTEN NOTICE TO LENDER, BEFORE THE
ORIGINAL MATURITY DATE, SUBJECT TO THE FOLLOWING CONDITIONS: (I) THERE SHALL BE
NO EVENT OF DEFAULT AND NO EVENT, BUT FOR THE PASSAGE OF TIME OR NOTICE GIVEN BY
THE LENDER, WOULD CONSTITUTE AN EVENT OF DEFAULT; (II) THE DEBT COVERAGE RATIO
SET FORTH IN SECTION 3.1(L) SHALL HAVE BEEN CALCULATED AND REFLECT A DEBT
SERVICE REQUIREMENT AT A RATIO OF 1.25 TO 1.00 AND AT AN INTEREST RATE OF THE
GREATER OF SEVEN PERCENT (7%) PER ANNUM OR THE THEN CURRENT 10-YEAR TREASURY
NOTE RATE PLUS TWO AND ONE-HALF PERCENT (2.50%), BASED ON A TWENTY-FIVE (25)
YEAR AMORTIZATION; (III) THE THEN CURRENT LOAN TO VALUE RATIO SHALL BE LESS THAN
SIXTY PERCENT (60%); AND (IV) BORROWER PAYS TO LENDER AN EXTENSION FEE EQUAL TO
ONE-QUARTER OF ONE PERCENT (0.25%) OF THE AMOUNT OF THE LOAN.
BORROWER SHALL
ALSO BE RESPONSIBLE FOR ALL COSTS, FEES AND EXPENSES INCURRED IN THE EXECUTION
AND DELIVERY OF THE EXTENSION AGREEMENTS, INCLUDING, BUT NOT LIMITED TO,
ATTORNEY'S FEES AND TITLE INSURANCE PREMIUMS.
16
ARTICLE IV
WARRANTIES AND REPRESENTATIONS
Borrower hereby unconditionally warrants and represents to Lender, as of the
date hereof and at all times during the term of the Agreement, as follows:
4.1
ORGANIZATION AND POWER.
IF BORROWER IS A
CORPORATION, GENERAL PARTNERSHIP, LIMITED PARTNERSHIP, JOINT VENTURE, TRUST,
LIMITED LIABILITY COMPANY OR OTHER TYPE OF BUSINESS ASSOCIATION, AS THE CASE MAY
BE, BORROWER, IF ANY, (I) IS EITHER A CORPORATION DULY INCORPORATED WITH A LEGAL
STATUS SEPARATE FROM ITS AFFILIATES, OR A PARTNERSHIP OR TRUST, JOINT VENTURE OR
OTHER TYPE OF BUSINESS ASSOCIATION DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF ITS FORMATION OR EXISTENCE, AND HAS
COMPLIED WITH ALL CONDITIONS PREREQUISITE TO ITS DOING BUSINESS IN THE STATE IN
WHICH THE MORTGAGED PROPERTY IS LOCATED, AND (II) HAS ALL REQUISITE POWER AND
ALL GOVERNMENTAL CERTIFICATES OF AUTHORITY, LICENSES, PERMITS, QUALIFICATIONS,
AND DOCUMENTATION TO OWN, LEASE, AND OPERATE ITS PROPERTIES AND TO CARRY ON ITS
BUSINESS AS NOW BEING, AND AS PROPOSED