Common use of Compliance with Law; Government Approvals Clause in Contracts

Compliance with Law; Government Approvals. (1) Borrower and the Project, as applicable, and the contemplated use thereof and operations thereat, comply, and upon completion of construction of the Construction Work shall comply, with all Applicable Law, except where the failure so to comply could not reasonably be expected to have a Material Adverse Effect. (2) All Government Approvals necessary in connection with the construction and operation of the Project as contemplated by the Loan Documents and the Project Documents, are set forth in Schedule 7.6 attached hereto (the “Permitting Schedule”) and, other than those Government Approvals to be obtained after the date hereof as expressly identified in the Permitting Schedule, have been duly obtained, were validly issued, are in full force and effect, are not subject to appeal, are held in the name of Borrower (in the case of the Project, are held in the name of Borrower (in the case of the Project), are free from conditions or requirements, the compliance with which could reasonably be expected to have a Material Adverse Effect or which Borrower does not reasonably expect will be able to be satisfied in the ordinary course of business, and are assignable to and assumable by the successors in interest and transferees of Borrower and run with the land. (3) There is no proceeding pending or, to Borrower’s Knowledge, threatened that seeks, or may reasonably be expected, to rescind, terminate, modify or suspend any such Government Approval. (4) The information set forth in each application and other written material submitted by Borrower and, to Borrower’s Knowledge, to the applicable Governmental Authority in connection with each such Government Approval is accurate and complete in all material respects. (5) The Government Approvals expressly described on the Permitting Schedule as those to be obtained after the date hereof are required solely in connection with later stages of development, construction or operation of the Improvements. Borrower has no reason to believe that any Government Approval that has not yet been obtained by Borrower, but which will be required in the future, will not be granted in due course, on or prior to the date when required and free from any condition or requirement which Borrower does not reasonably expect will be able to be satisfied in the ordinary course of business. (6) The Project (if constructed in accordance with the Plans and Specifications and the Project Documents) will conform to and comply with all covenants, conditions, restrictions and reservations in the Government Approvals and all Applicable Law, except where the failure so to comply could not reasonably be expected to have a Material Adverse Effect. (7) Borrower has no reason to believe that Administrative Agent, acting for the benefit of the Lenders, will not be entitled, to the benefit of each Government Approval set forth on the Permitting Schedule hereto with respect to the Project upon the exercise of remedies under the Security Documents. (8) Borrower has delivered to Administrative Agent a true and complete copy of each Government Approval heretofore obtained with respect to the Project as indicated on the Permitting Schedule, as the same shall be supplemented during the course of obtaining additional Government Approvals as the Construction Work proceeds.

Compliance with Law; Government Approvals. (1) Borrower and the Project, as applicable, and the contemplated use thereof and operations thereat, comply, and upon completion of construction of the Construction Work applicable thereto shall comply, with all Applicable Law, except where the failure so to comply could not reasonably be expected to have a Material Adverse Effect. (2) All Government Approvals necessary in connection with the construction and operation of the Project as contemplated by the Loan Documents and the Project Documents, are set forth in Schedule 7.6 attached hereto (the “Permitting Schedule”) andDocuments have, other than those Government Governmental Approvals to be obtained after the date hereof as expressly identified in the Permitting Scheduleaccordance with Section 7.6(5), have been duly obtained, were validly issued, are in full force and effect, are not subject to appeal, are held in the name of Borrower (in the case of the Project, are held in the name of Borrower (in the case of the Project), are free from conditions or requirements, the compliance with which could reasonably be expected to have a Material Adverse Effect or which Borrower does not reasonably expect will be able to be satisfied in the ordinary course of business, and are assignable to and assumable by the successors in interest and transferees of Borrower and run with the land. (3) There is no proceeding pending or, to Borrower’s Knowledgeknowledge, threatened threatened, that seeks, or may reasonably be expected, to rescind, terminate, modify or suspend any such Government Approval. (4) The information set forth in each application and other written material submitted by the Borrower Parties and, to Borrower’s Knowledgeknowledge, any third parties, to the applicable Governmental Authority in connection with each such Government Approval is accurate and complete in all material respects. (5) The Government Approvals expressly described on the Permitting Schedule as those to be obtained after the date hereof are required solely in connection with later stages of development, construction or operation of the ImprovementsImprovements and are not customarily obtained until a later stage of development or construction, and shall be obtained on or prior to the date when so required. Borrower has no reason to believe that any Government Approval that has not yet been obtained by Borrower, but which will be required in the future, will not be granted in due course, on or prior to the date when required and free from any condition or requirement requirement, compliance with which could reasonably be expected to have a Material Adverse Effect or which Borrower does not reasonably expect will be able to be satisfied in the ordinary course of business. (6) The Project (if constructed in accordance with the Plans and Specifications and the Project Documents) will conform to and comply with all covenants, conditions, restrictions and reservations in the Government Approvals and all Applicable Law, except where the failure so to comply could not reasonably be expected to have a Material Adverse Effect. (7) Borrower has no reason to believe that the Administrative Agent, acting for the benefit of the Lenders, will not be entitled, without undue expense or delay, to the benefit of each Government Approval set forth on the Permitting Schedule hereto with respect to the Project upon the exercise of remedies under the Security Documents. (8) Borrower has delivered to the Administrative Agent a true and complete copy of each Government Approval heretofore obtained with respect to the Project as indicated on the Permitting ScheduleProject, as the same shall be supplemented during the course of obtaining additional Government Approvals as the Construction Work proceeds.

Compliance with Law; Government Approvals. ny-1258385 (1a) Borrower and the Project, as applicable, and the contemplated use thereof and operations thereat, complyshall, and upon completion of construction of the Construction Work shall complyWork, comply with all Applicable Law, except where the failure so to comply could not reasonably be expected to have a Material Adverse Effect. (2b) All To Borrower’s knowledge, other than those Government Approvals to be obtained after the date this representation is given, all material Government Approvals necessary in connection with the construction and operation of the Project as contemplated by the Loan Documents and the Project Documents, are set forth in Schedule 7.6 attached hereto (the “Permitting Schedule”) and, other than those Government Approvals to be obtained after the date hereof as expressly identified in the Permitting Schedule, have been duly obtained, were validly issued, are in full force and effect, are not subject to appeal, are held in the name of Borrower (in the case of the Project, are held in the name of Borrower (in the case of the Project), are free from conditions or requirements, requirements except where the compliance failure to comply with which could not reasonably be expected to have a Material Adverse Effect or with which Borrower does not reasonably expect will be able to be satisfied in the ordinary course of business, and are assignable to and assumable by the successors in interest and transferees of Borrower and run with the land. (3c) There is no proceeding pending or, to Borrower’s Knowledgeknowledge, threatened that seeks, or may reasonably be expected, to rescind, terminate, modify modify, amend or suspend any such Government Approval. (4d) The information set forth in each application and other written material submitted by Borrower and, to Borrower’s Knowledgeknowledge, to the applicable Governmental Authority in connection with each such Government Approval is accurate and complete in all material respects. (5e) The Government Approvals expressly described on the Permitting Schedule as those to be obtained after the date hereof this representation is given are required solely in connection with later stages of development, construction or operation of the ImprovementsImprovements and are not customarily obtained until a later stage of development or construction or after commercial operation is about to commence within the Project, and shall be obtained on or prior to the date when so required. Borrower has no reason to believe that any Government Approval that has not yet been obtained by Borrower, but which will be required in the future, will not be granted in due course, on or prior to the date when required and free from any condition or requirement requirement, compliance with which could reasonably be expected to have a Material Adverse Effect or which Borrower does not reasonably expect will be able to be satisfied in the ordinary course of business. (6f) The Project (if constructed in accordance with the Plans and Specifications and the Project Documents) will conform to and comply with all covenants, conditions, restrictions and reservations in the Government Approvals and all Applicable Law, except where the failure so to comply could not reasonably be expected to have a Material Adverse Effect. (7g) Borrower has no reason to believe that Administrative Agent, acting for the benefit of the Lenders, Lender will not be entitled, without undue expense or delay, to the benefit of each such Government Approval set forth on the Permitting Schedule hereto with respect to the Project upon the exercise of remedies under the Security Documents. (8) h) Borrower has delivered to Administrative Agent Lender a true and complete copy of each Government Approval heretofore obtained with respect to the Project as indicated on the Permitting ScheduleProject, as the same shall be 52 ny-1258385 supplemented during the course of obtaining additional Government Approvals as the Construction Work proceeds.