Licenses and Permits Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; all such material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals are in effect or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy and applicable governmental approvals does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan. The Mortgage Loan documents require the related Mortgagor to comply in all material respects with all applicable regulations, zoning and building laws.
Compliance with Laws and Permits (a) Except as set forth in Section 4.12(a) of Sellers’ Disclosure Schedule, each Acquired Company is in compliance in all material respects with and, has not received any notice of any material violation or delinquency with respect to, any applicable Laws, except for any non-compliance that would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate.
(b) To the Knowledge of Sellers, except as would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate, each Acquired Company (as applicable) possesses or, as of immediately prior to the Core Portfolio Closing, will possess all material governmental licenses, permits, registrations, filings, orders, qualifications, approvals and authorizations (collectively, “Permits”) which are required in order to conduct its business as conducted presently in all material respects and as of immediately prior to the Core Portfolio Closing and to own and lease its respective assets and properties as such assets and properties are owned and leased by each Acquired Company as of the date hereof and immediately prior to the Core Portfolio Closing. For the avoidance of doubt, the term “Permits” shall not be deemed to include any permits or licenses obtained or required to be obtained to operate a senior housing or assisted living facility on the applicable Acquired Property or permits addressed in Section 4.13(a)(ii).
(c) Sellers have provided to the Buyer true, accurate and complete copies of all such Permits in their possession or control, all of which are listed on Section 4.12(c) of Sellers’ Disclosure Schedule.
(d) Except as set forth on Section 4.12(d) of Sellers’ Disclosure Schedule and except as would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate, each Permit is valid and in full force and effect, no Acquired Company is in default or violation of any of the Permits, and: (i) no Permit has been revoked, suspended, subject to non-renewal, terminated or impaired in any material respect, (ii) no Acquired Company is subject to any pending or threatened Proceeding seeking the revocation, suspension, non-renewal, termination, modification or impairment of any Permit, and (iii) there is no existing condition of any Acquired Company, nor has any Acquired Company received any written notice from any Governmental Entity of any fact or condition, which, if left uncured, would result in the revocation, limitation, modification, termination, suspension, non-renewal or impairment of any Permit. No Acquired Company is operating under any order or decree by any Governmental Entity or any voluntary agreement with any Governmental Entity which restricts in any material respect any Acquired Company’s authority to do the business authorized pursuant to any applicable Permit or which would prohibit or delay, in any material respect, the consummation of the transactions contemplated hereby. Subject to obtaining the Seller Consents, none of the Permits will be subject to revocation, limitation, modification, termination, suspension, non-renewal or impairment as a result of the consummation of the transactions contemplated hereby.
Compliance with Laws, Contracts, Licenses, and Permits The Borrower and the Subsidiary Guarantors will comply in all respects with (i) all applicable laws and regulations now or hereafter in effect wherever its business is conducted, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where a failure to so comply with any of clauses (i) through (v) could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower or such Subsidiary will immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof, except where the failure to obtain the foregoing could not reasonably be expected to have a Material Adverse Effect. The Borrower and the Subsidiary Guarantors shall develop and implement such programs, policies and procedures as are necessary to comply with applicable Anti-Money Laundering Laws and shall promptly advise Agent in writing in the event that the Borrower and the Subsidiary Guarantors shall determine that any investors in Borrower are in violation of such act.
