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therein; (ii) any lease or other agreement affecting the Project or to which Borrower is a party; (iii) any
<br />license, permit, statute, ordinance, law, judgment, order, writ, injunction, decree, rule or regulation of any
<br />Governmental Authority, or any determination or award of any arbitrator to which Borrower or the
<br />Project may be bound; or (iv) any mortgage, instrument, agreement or document by which Borrower or
<br />any of its respective properties is bound; in the case of any of the foregoing: (1) which involves any
<br />Borrower Loan Document or Funding Loan Document; (2) which involves the Project and is not
<br />adequately covered by insurance; (3) that might materially and adversely affect the ability of Borrower,
<br />General Partner or Guarantor or to perform any of its respective obligations under any of the Borrower
<br />Loan Documents or the Funding Loan Documents or any other material instrument, agreement or
<br />document to which it is a party; or (4) which might adversely affect the priority of the Liens created by
<br />this Borrower Loan Agreement or any of the Borrower Loan Documents or the Funding Loan Documents.
<br />Section 4.1.46 Payment of Taxes. Except as previously disclosed to Funding Lender in writing:
<br />(i) all tax returns and reports of Borrower, General Partner and Guarantor required to be filed have been
<br />timely filed, and all taxes, assessments, fees and other governmental charges upon Borrower, General
<br />Partner and Guarantor, and upon their respective properties, assets, income and franchises, which are due
<br />and payable have been paid when due and payable; and (ii) Borrower knows of no proposed tax
<br />assessment against it or against General Partner or Guarantor that would be material to the condition
<br />(financial or otherwise) of Borrower, General Partner or Guarantor, and neither Borrower nor General
<br />Partner have contracted with any Gover~unent Authority in connection with such taxes.
<br />Section 4.1.47 Rights to Project Agreements and Licenses. Borrower is the legal and
<br />beneficial owner of all rights in and to the Plans and Specifications and all existing Project Agreements
<br />and Licenses, and will be the legal and beneficial owner of all rights in and to all future Project
<br />Agreements and Licenses. Borrower's interest in the Plans and Specifications and all Project Agreements
<br />and Licenses is not subject to any present claim (other than under the Borrower Loan Documents and the
<br />Funding Loan Documents or as otherwise approved by Funding Lender in its sole discretion), set-off or
<br />deduction other than in the ordinary course of business.
<br />Section 4.1.48 Patriot Act Compliance. Borrower is not now, nor has ever been (i) listed on
<br />any Government Lists (as defined below), (ii) a person who has been determined by a Governmental
<br />Authority to be subject to the prohibitions contained in Presidential Executive Order No.13224 (Sept. 23,
<br />2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling
<br />legislation or other Presidential Executive Orders in respect thereof, (iii) indicted for or convicted of any
<br />felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) under
<br />investigation by any Governmental Authority for alleged criminal activity. For purposes hereof, the term
<br />"Patriot Act Offense" shall mean any violation of the criminal laws of the United States of America or of
<br />any of the several states, or that would be a criminal violation if committed within the jurisdiction of the
<br />United States of America or any of the several states, relating to terrorism or the laundering of monetary
<br />instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws
<br />against money laundering, (C) Bank Representative Secrecy Act, as amended, (D) the Money Laundering
<br />Control Act of 1986, as amended, or (E) the Patriot Act. "Patriot Act Offense" also includes the crimes of
<br />conspiracy to commit, or aiding and abetting another to corrimit, a Patriot Act Offense. For purposes
<br />hereof, the term "Government Lists" shall mean (1) the Specially Designated Nationals and Blocked
<br />Persons Lists maintained by the Office of Foreign Assets Control ("OFAC"), (2) any other list of
<br />terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and
<br />Regulations of OFAC that Funding Lender notified Borrower in writing is now included in "Government
<br />Lists", or (3) any similar lists maintained by the United States Department of State, the United States
<br />Department of Commerce or any other Government Authority or pursuant to any Executive Order of the
<br />President of the United States of America that Funding Lender notified Borrower in writing is now
<br />included in "Government Lists".
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