Borrower Sole Member. Other than any independent member, the Borrower is the sole member of such Wholly-Owned Subsidiary and has good and valid legal and beneficial title to all of the membership interests (other than any membership interests of an independent member) issued thereby free and clear of all Liens other than Permitted Liens. All of such issued and outstanding membership interests have been duly authorized and validly issued and are owned of record and beneficially by the Borrower and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to such membership interests. There are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the membership interests in such Wholly-Owned Subsidiary.
Borrower Sole Member. Borrower Sole Member is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with its principal place of business at c/o Grubb & Xxxxx Healthcare REIT II, Inc., 0000 X. Xxxxxx Avenue, Suite 300, Santa Ana, CA 92705. Borrower Sole Member is the sole member of each Borrower, and owns such member interests free and clear of all liens, claims and encumbrances. Borrower Sole Member has full right, power and authority to execute the Loan Documents on behalf of itself and on behalf of each Borrower in its capacity as the sole member of each Borrower. The sole member of Borrower Sole Member is Xxxxx & Xxxxx Healthcare REIT II Holdings, LP, a Delaware limited partnership (“REIT II Holdings”), whose general partner is Principal.
Borrower Sole Member. Other than any independent member, the Borrower is the sole member of such TPO Solar Project Owner Subsidiary and has good and valid legal and beneficial title to all of the membership interests (other than any membership interests of an independent member) issued thereby free and clear of all Liens other than Permitted Liens. All of such issued and outstanding membership interests have been duly authorized and validly issued and are owned of record and beneficially by the Borrower and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to such membership interests. There are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the membership interests in such TPO Solar Project Owner Subsidiary.
