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substance satisfactory to Funding Lender, and shall, if requested by Funding Lender, be supported by
<br />copies of letters of intent, leases or occupancy agreements, as applicable;
<br />(e) Audit Reports. Promptly upon receipt thereof, copies of all reports, if any, submitted to
<br />Borrower by independent public accountants in connection with each annual, interim or special audit of
<br />the financial statements of Borrower made by such accountants, including the comment letter submitted
<br />by such accountants to management in connection with their annual audit;
<br />(~ Notices; Certificates or Communications. Immediately upon giving or receipt thereof,
<br />copies of any notices, certificates or other communications delivered at the Project or to Borrower or
<br />General Partner naming Governmental Lender or Funding Lender as addressee or which could reasonably
<br />be deemed to affect the structural integrity of the Project or the ability of Borrower to perform its
<br />obligations under the Borrower Loan Documents and the Funding Loan Documents;
<br />(g) Certification of Non-Foreign Status. Promptly upon request of Funding Lender from
<br />time to time, a Certification of Non-Foreign Status, executed on or after the date of such request by
<br />Funding Lender;
<br />(h) Compliance Certificates. Together with each of the documents required pursuant to
<br />Section 5.22(b) hereof submitted by or on behalf of Borrower, a statement, in form and substance
<br />satisfactory to Funding Lender and certified by an Authorized Borrower Representative, to the effect that
<br />Borrower is in compliance with all covenants, terms and conditions applicable to Borrower, under or
<br />pursuant to the Borrower Loan Documents and the Funding Loan Documents and under or pursuant to
<br />any other Debt owing by Borrower to any Person, and disclosing any noncompliance therewith, and any
<br />Event of Default or Potential Default, and describing the status of Borrower's actions to correct such
<br />noncompliance, Event of Default or Potential Default, as applicable; and
<br />(i) Other Items and Information. Such other information concerning the assets, business,
<br />financial condition, operations, property, prospects and results of operations of Borrower, General
<br />Partner, Guarantor or the Project, as Funding Lender or Governmental Lender reasonably requests from
<br />time to time.
<br />Section 5.23. Additional Notices. Borrower will, promptly after becoming aware thereof, give
<br />notice to Funding Lender and the Governmental Lender o£
<br />(a) any Lien affecting the Project, or any part thereof, other than Liens expressly permitted
<br />under this Borrower Loan Agreement;
<br />(b) any Legal Action which is instituted by or against Borrower, General Partner or
<br />Guarantor, or any Legal Action which is threatened against Borrower, General Partner or Guarantor
<br />which, in any case, if adversely determined, could have a material adverse effect upon the business,
<br />operations, properties, prospects, assets, management, ownership or condition (financial or otherwise) of
<br />Borrower, General Partner, Guarantor or the Project;
<br />(c) any Legal Action which constitutes an Event of Default or a Potential Default or a default
<br />under any other Contractual Obligation to which Borrower, General Partner or Guarantor is a party or by
<br />or to which Borrower, General Partner or Guarantor, or any of their respective properties or assets, may
<br />be bound or subject, which default would have a material adverse effect on the business, operations,
<br />assets (including the Project), condition (financial or otherwise) or prospects of Borrower, General
<br />Partner or Guarantor, as applicable;
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<br />DRAFT 11/28/12 8:41AM
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