OR MATERIALLY IMPAIR BORROWER'S ABILITY TO PAY ITS
OBLIGATIONS IN A TIMELY MANNER (SUCH ITEMS, BEING THE "PERMITTED ENCUMBRANCES").
(B)
TITLE. BORROWER HAS, SUBJECT ONLY TO THE PERMITTED ENCUMBRANCES,
GOOD, INSURABLE AND MARKETABLE FEE SIMPLE TITLE TO THE PROJECTS (INCLUDING,
WITHOUT LIMITATION, THE IMPROVEMENTS AND FIXTURES WITH RESPECT THERETO) AND TO
ALL EASEMENTS AND RIGHTS BENEFITING THE PROJECTS AND HAS THE RIGHT, POWER AND
AUTHORITY TO MORTGAGE, ENCUMBER, GIVE, GRANT, BARGAIN, SELL, ALIEN, ENFEOFF,
CONVEY, CONFIRM, PLEDGE, ASSIGN, AND HYPOTHECATE THE PROJECTS. FOR SO LONG AS
ALL OR ANY PORTION OF THE DEBT REMAINS OUTSTANDING, BORROWER WILL PRESERVE ITS
INTEREST IN AND TITLE TO THE PROJECTS AND WILL WARRANT AND DEFEND THE SAME TO
LENDER AGAINST ANY AND ALL CLAIMS MADE BY, THROUGH OR UNDER BORROWER AND WILL
WARRANT AND DEFEND THE VALIDITY AND PRIORITY OF THE LIEN AND SECURITY INTEREST
CREATED HEREIN AGAINST THE CLAIMS OF ALL PERSONS WHOMSOEVER CLAIMING BY, THROUGH
OR UNDER BORROWER. THE FOREGOING WARRANTY OF TITLE SHALL SURVIVE THE FORECLOSURE
OF ANY OR ALL OF THE MORTGAGES AND SHALL INURE TO THE BENEFIT OF AND BE
ENFORCEABLE BY LENDER IN THE EVENT LENDER ACQUIRES TITLE TO THE
PROJECT(S) PURSUANT TO ANY FORECLOSURE. IN ADDITION, THERE ARE NO OUTSTANDING
OPTIONS TO PURCHASE OR RIGHTS OF FIRST REFUSAL TO PURCHASE ANY PROJECT OR
BORROWER'S OWNERSHIP THEREOF.
(C)
TAXES AND IMPOSITIONS. ALL TAXES AND OTHER IMPOSITIONS AND
GOVERNMENTAL ASSESSMENTS DUE AND OWING IN RESPECT OF, AND AFFECTING, THE
PROJECTS HAVE BEEN PAID. BORROWER HAS PAID ALL IMPOSITIONS WHICH CONSTITUTE
SPECIAL GOVERNMENTAL ASSESSMENTS IN FULL, EXCEPT FOR THOSE ASSESSMENTS WHICH ARE
PERMITTED BY APPLICABLE LEGAL REQUIREMENTS TO BE PAID IN INSTALLMENTS, IN WHICH
CASE ALL INSTALLMENTS WHICH ARE DUE AND PAYABLE HAVE BEEN PAID IN FULL. THERE
ARE NO PENDING, OR TO BORROWER'S BEST KNOWLEDGE, PROPOSED SPECIAL OR OTHER
ASSESSMENTS FOR PUBLIC IMPROVEMENTS OR OTHERWISE AFFECTING ANY PROJECT, NOR ARE
THERE ANY CONTEMPLATED IMPROVEMENTS TO ANY PROJECT THAT MAY RESULT IN SUCH
SPECIAL OR OTHER ASSESSMENTS.
(D)
CASUALTY; FLOOD ZONE. EACH PROJECT IS IN GOOD REPAIR AND FREE AND
CLEAR OF ANY DAMAGE, DESTRUCTION OR CASUALTY (WHETHER OR NOT COVERED BY
INSURANCE) THAT WOULD MATERIALLY AFFECT THE VALUE OF SUCH PROJECT OR THE USE FOR
WHICH SUCH PROJECT WAS INTENDED, THERE EXISTS NO STRUCTURAL OR OTHER MATERIAL
DEFECTS OR DAMAGES IN OR TO ANY PROJECT AND BORROWER HAS NOT RECEIVED ANY
WRITTEN NOTICE FROM ANY INSURANCE COMPANY OR BONDING COMPANY OF ANY MATERIAL
DEFECT OR INADEQUACIES IN ANY PROJECT, OR ANY PART THEREOF, WHICH WOULD
MATERIALLY AND ADVERSELY AFFECT THE INSURABILITY OF THE SAME OR CAUSE THE
IMPOSITION OF EXTRAORDINARY PREMIUMS OR CHARGES
38
thereon or of any termination or threatened termination of any policy of
insurance or bond. No portion of any Project is located in an "area of special
flood hazard," as that term is defined in the regulations of the Federal
Insurance Administration, Department of Housing and Urban Development, under the
National Flood Insurance Act of 1968, as amended (24 CFR § 1909.1) or Borrower