DATES EACH SUCH PAYMENT IS
REQUIRED, REGARDLESS OF WHETHER ANY OF SUCH AMOUNTS ARE SO APPLIED BY LENDER.
III.
CONDITIONS PRECEDENT
SECTION 3.1
CONDITIONS PRECEDENT TO CLOSING.
THE OBLIGATION OF LENDER TO MAKE THE LOAN HEREUNDER IS SUBJECT TO THE
FULFILLMENT BY BORROWER OR WAIVER BY LENDER OF THE FOLLOWING CONDITIONS
PRECEDENT NO LATER THAN THE CLOSING DATE:
3.1.1
REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH
CONDITIONS. THE REPRESENTATIONS AND WARRANTIES OF BORROWER CONTAINED IN THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ON AND AS OF THE CLOSING DATE WITH THE SAME EFFECT AS IF MADE ON AND AS
OF SUCH DATE, AND NO DEFAULT OR AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING; AND BORROWER SHALL BE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH
ALL TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND IN EACH OTHER LOAN
DOCUMENT ON ITS PART TO BE OBSERVED OR PERFORMED.
3.1.2
LOAN AGREEMENT AND NOTE.
LENDER SHALL HAVE RECEIVED A
COPY OF THIS AGREEMENT AND THE NOTE, IN EACH CASE, DULY EXECUTED AND DELIVERED
ON BEHALF OF BORROWER.
3.1.3
DELIVERY OF LOAN DOCUMENTS; TITLE INSURANCE; REPORTS;
LEASES, ETC.
(A)
MORTGAGE, ASSIGNMENT OF LEASES. LENDER
SHALL HAVE RECEIVED FROM BORROWER FULLY EXECUTED AND ACKNOWLEDGED COUNTERPARTS
OF THE MORTGAGE AND THE ASSIGNMENT OF LEASES AND EVIDENCE THAT COUNTERPARTS OF
THE MORTGAGE AND ASSIGNMENT OF LEASES HAVE BEEN DELIVERED TO THE TITLE COMPANY
FOR RECORDING, IN THE REASONABLE JUDGMENT OF LENDER, SO AS TO EFFECTIVELY CREATE
UPON SUCH RECORDING VALID AND ENFORCEABLE FIRST PRIORITY LIENS UPON THE
PROPERTY, IN FAVOR OF LENDER (OR SUCH OTHER TRUSTEE AS MAY BE REQUIRED UNDER
LOCAL LAW), SUBJECT
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ONLY TO THE PERMITTED ENCUMBRANCES AND SUCH OTHER LIENS AS ARE PERMITTED
PURSUANT TO THE LOAN DOCUMENTS.
LENDER SHALL HAVE ALSO RECEIVED FROM BORROWER
FULLY EXECUTED COUNTERPARTS OF THE OTHER LOAN DOCUMENTS.
(B)
TITLE INSURANCE. LENDER SHALL HAVE RECEIVED
A BINDING COMMITMENT TO ISSUE THE TITLE INSURANCE POLICY ISSUED BY A TITLE
COMPANY ACCEPTABLE TO LENDER AND DATED AS OF THE CLOSING DATE. TO THE EXTENT
PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, SUCH TITLE INSURANCE POLICY SHALL
(I) PROVIDE COVERAGE AN AMOUNT EQUAL TO THE PRINCIPAL AMOUNT OF THE LOAN
TOGETHER WITH, IF APPLICABLE, A "TIE-IN" OR SIMILAR ENDORSEMENT, (II) INSURE
LENDER THAT THE MORTGAGE CREATES A VALID FIRST PRIORITY LIEN ON THE PROPERTY
ENCUMBERED THEREBY, FREE AND CLEAR OF ALL EXCEPTIONS FROM COVERAGE OTHER THAN
PERMITTED ENCUMBRANCES AND STANDARD EXCEPTIONS AND EXCLUSIONS FROM COVERAGE (AS
MODIFIED BY THE TERMS OF ANY ENDORSEMENTS), (III) CONTAIN SUCH ENDORSEMENTS AND
AFFIRMATIVE COVERAGES AS LENDER MAY REASONABLY REQUEST, AND (IV) NAME LENDER OR
LENDER'S NOMINEE, ITS SUCCESSORS AND ASSIGNS, AS THE INSURED.
LENDER ALSO SHALL
HAVE RECEIVED EVIDENCE THAT ALL PREMIUMS IN RESPECT OF SUCH TITLE INSURANCE
POLICY HAVE BEEN PAID.
(C)
SURVEY. LENDER SHALL HAVE RECEIVED A
CURRENT TITLE SURVEY FOR THE PROPERTY, CERTIFIED TO THE TITLE COMPANY AND LENDER
AND THEIR SUCCESSORS AND ASSIGNS, IN FORM AND CONTENT SATISFACTORY TO LENDER AND