|
<br />48
<br />Little Canada-Lupe - Borrower Loan Agreement - LC Apartments(199386221.3) - 5/12/2026 6:38:21 PM
<br />in the Funding Loan Documents as of the date thereof and a representation that no default
<br />or event of default has occurred and is continuing; and
<br />(iii) execute such amendments to the Funding Loan Documents to
<br />accommodate such Secondary Market Transaction so long as such amendment does not
<br />affect the material economic terms of the Funding Loan Documents and is not otherwise
<br />adverse to such party in its reasonable discretion.
<br />(b) The Borrower understands that certain of the Provided Information and the
<br />required records may be included in disclosure documents in connection with a Secondary Market
<br />Transaction, including a prospectus or private placement memorandum (each, a “Secondary Market
<br />Disclosure Document”), or provided or made available to investors or prospective investors in the
<br />Securities, the Rating Agencies and service providers or other parties relating to the Secondary Market
<br />Transaction. In the event that the Secondary Market Disclosure Document is required to be revised, the
<br />Borrower shall cooperate, subject to Section 10.12(c) hereof, with the Controlling Person and Funding
<br />Lender in updating the Provided Information or required records for inclusion or summary in the Secondary
<br />Market Disclosure Document or for other use reasonably required in connection with a Secondary Market
<br />Transaction by providing all current information pertaining to the Borrower and the Project Facilities
<br />necessary to keep the Secondary Market Disclosure Document accurate and complete in all material
<br />respects with respect to such matters. The Borrower hereby consents to any and all such disclosures of
<br />such information.
<br />(c) In connection with a Secondary Market Disclosure Document, the Borrower,
<br />General Partner or Guarantor shall provide, or in the case of a Borrower-engaged third party such as the
<br />Managing Agent, cause it to provide, information reasonably requested by the Controlling Person or the
<br />Funding Lender pertaining to the Borrower, General Partner or Guarantor, the Project Facilities or such
<br />third party (and portions of any other sections reasonably requested by the Controlling Person or the
<br />Funding Lender pertaining to the Borrower, General Partner or Guarantor, the Project Facilities or the third
<br />party). The Borrower shall, if requested by the Controlling Person or the Funding Lender, certify in writing
<br />that the Borrower has carefully examined those portions of such Secondary Market Disclosure Document,
<br />pertaining to the Borrower, General Partner or Guarantor, the Project Facilities or the third party, and such
<br />portions (and portions of any other sections reasonably requested and pertaining to the Borrower, the Project
<br />Facilities or the third party) do not contain any untrue statement of a material fact or omit to state a material
<br />fact necessary in order to make the statements made, in the light of the circumstances under which they
<br />were made, not misleading; provided that the Borrower shall not be required to make any representations
<br />or warranties regarding any Provided Information obtained from a third party except with respect to
<br />information it provided to such third parties; provided further that the Borrower will be required to cause
<br />such third parties to provide similar certification with respect to any information not so certified by the
<br />Borrower. Furthermore, the Borrower hereby indemnifies the Funding Lender, the Controlling Person, the
<br />Fiscal Agent, the Governmental Lender and trustee, sponsor, guarantor and the underwriter group for any
<br />securities, and their affiliates, officers, directors, partners, members, agents, attorneys and controlling
<br />persons (the “Underwriter Group”) for any liabilities to which any such parties may become subject to the
<br />extent such liabilities arise out of or are based upon the use of the Provided Information in a Secondary
<br />Market Disclosure Document.
<br />(d) In connection with filings under the Exchange Act or the Securities Act, the
<br />Borrower shall (i) defend and indemnify the Controlling Person, the Funding Lender, the Fiscal Agent, the
<br />Governmental Lender, its members, and the Underwriter Group for any liabilities to which the Funding
<br />Lender, the Controlling Person, the Governmental Lender, the Fiscal Agent or the Underwriter Group may
<br />become subject insofar as such liabilities arise out of or are based upon the omission or alleged omission to
<br />state in the Provided Information of a material fact required to be stated in the Provided Information in
|