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135242317v3 <br /> <br /> <br />9 <br /> <br />contemplated by the Financing Documents, (ii) adversely affect the financial condition of <br />Borrower, (iii) prohibit, restrain or enjoin the making of the Funding Loan or the Project <br />Loan or the execution and delivery of any of the Financing Documents, (iv) adversely <br />affect the validity or enforceability of any of the Financing Documents, or (v) adversely <br />affect the exclusion of interest on the Governmental Note from the gross income of the <br />holders thereof for federal income tax purposes. <br />(h) The Project and the operation of the Project (in the manner contemplated by <br />the Financing Documents) conform and, following completion of the construction of the <br />Project, will continue to conform in all material respects with the requirements of the Act <br />as well as all applicable zoning, planning, building and environmental laws, ordinances <br />and regulations of governmental authorities having jurisdiction over the Project. <br />(i) Borrower has filed or caused to be filed all federal, state and local tax returns <br />which are required to be filed or has obtained appropriate extensions therefor, and has paid <br />or caused to be paid all taxes as shown on said returns or on any assessment received by it, <br />to the extent that such taxes have become due. <br />(j) Borrower is not in default in the performance, observance or fulfillment of <br />any of the obligations, covenants or conditions contained in any agreement or instrument <br />to which it is a party which default would materially adversely affect the transactions <br />contemplated by the Financing Documents or the operations of Borrower or the <br />enforceability of the Financing Documents to which Borrower is a party or the ability of <br />Borrower to perform all obligations thereunder. <br />(k) Borrower agrees to pay all costs of maintenance and repair, all Taxes and <br />assessments, insurance premiums (including public liability insurance and insurance <br />against damage to or destruction of the Project) concerning or in any way related to the <br />Project, or any part thereof, and any expenses or renewals thereof, and any other <br />governmental charges and impositions whatsoever, foreseen or unforeseen, and all utility <br />and other charges and assessments concerning or in any way related to the Project. <br />(l) If Borrower is a partnership, all of the partnership interests in Borrower are <br />validly issued and are fully registered, if required, with the applicable governmental <br />authorities and/or agencies, and there are no outstanding options or rights to purchase or <br />acquire those interests, other than as set forth in Borrower’s Organizational Documents. If <br />Borrower is a limited liability company, all of the ownership interests in Borrower are <br />validly issued and are fully registered, if required, with the applicable governmental <br />authorities and/or agencies, and there are no outstanding options or rights to purchase or <br />acquire those interests. Nothing in this Project Loan Agreement shall prevent Borrower <br />from issuing additional partnership interests or ownership interests if such units are issued <br />in accordance with all applicable securities laws, or permitting any owner to pledge its <br />ownership interest in the Borrower as security for the repayment of the Bridge Loan or the <br />Project Loan. <br />(m) The representations and warranties of Borrower contained in the Tax <br />Certificate and TEL Regulatory Agreement are true and accurate in all material respects.