more than the maximum amount of interest permitted by applicable law, and
excess interest, if any, for which this Agreement provides, or otherwise, shall
be cancelled automatically as of the date of such acceleration or prepayment
and, if previously paid, shall be credited on the Obligations (or, if the
Obligations shall have been paid in full, refunded to Borrower).
Article III. Collateral.
Section 3.01 Collateral. The Indebtedness and Obligations shall be
secured by the following:
(a) all Partnership Notes, Partnership Note Collateral,
LLC Notes, and LLC Note Collateral;
(b) all deposit accounts, monies, and items of value of
Borrower now or hereafter placed in Lender's possession; and
(c) all other Property of Borrower presently and/or
subsequently pledged or delivered to Lender to secure all or a portion
of the Indebtedness.
Article IV. Representations and Warranties.
To induce Lender to enter this Agreement and extend credit under this
Agreement, Borrower covenants, represents, and warrants to Lender that as of
the date hereof and as of the Closing Date:
Section 4.01 Corporate Existence. Borrower and each Subsidiary are
corporations duly organized, and validly existing, and in good standing under
the laws of the states of their respective incorporation, and the Borrower and
each Subsidiary are duly qualified as a foreign corporation in all jurisdictions
in which the Property owned or the business transacted by each of them makes
such qualification necessary, except where failure to do so would not have a
material, adverse effect on the Borrower or any Subsidiary which acts as a
general partner in a Partnership or member in an LLC.
Each Partnership and LLC that has executed LLC Notes or Partnership
Notes, as applicable, as of the date hereof is duly formed and validly existing
under the laws of the respective State under which it was formed.
Section 4.02 Corporate Power and Authorization. The Borrower is duly
authorized and empowered to execute, deliver, and perform under all Loan
Documents; the Borrower's board of directors has authorized the Borrower to
execute and perform under the Loan Documents; and all other corporate and/or
shareholder action on Borrower's part required for the due execution, delivery,
and performance of the Loan Documents has been duly and effectively taken.