Common use of Due Authorization; No Legal Restrictions Clause in Contracts

Due Authorization; No Legal Restrictions. The execution and delivery by the Credit Parties of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite partnership or trust action, as the case may be, by the Credit Parties, (b) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of (i) any applicable statute, law, rule, regulation or ordinance, (ii) Borrower’s Limited Partnership Agreement or Certificate of Limited Partnership, (iii) the Trust’s Trust Indenture or Bylaws or the charter and constituent documents of any other Guarantor, (iv) any indenture, mortgage, loan or credit agreement or instrument to which any of the Credit Parties is a party or by which it may be bound or affected, or (v) any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Credit Parties under the terms or provisions of any such agreement or instrument, except liens in favor of Agent.

Due Authorization; No Legal Restrictions. The execution and delivery by the Credit Parties --- ---------------------------------------- Borrowers of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite partnership or trust action, as the case may be, by the Credit Partiescorporate action of each Borrower, (b) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of (i) any applicable statute, law, rule, regulation or ordinanceordinance or any Borrower=s Certificate or Articles of Incorporation, (ii) Borrower’s Limited Partnership Agreement By-Laws or Certificate of Limited Partnershipother governing agreements, (iii) the Trust’s Trust Indenture or Bylaws or the charter and constituent documents of any other Guarantor, (iv) any indenture, mortgage, loan or credit agreement or instrument to which any of the Credit Parties a Borrower is a party or by which it may be bound or affected, or (v) any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Credit Parties any Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Agent.

Due Authorization; No Legal Restrictions. The execution and ---------------------------------------- delivery by Borrower and the Credit Parties Guarantors of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite limited partnership or action by Borrower and HHLP and all trust action, as the case may be, action by the Credit PartiesHersha, (b) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of (i) any applicable statute, law, rule, regulation or ordinance, (ii) Borrower’s Limited Partnership Agreement Borrowers' or Certificate HHLP's certificates of Limited Partnershipformation or limited partnership agreements or Hersha's trust agreement, (iii) the Trust’s Trust Indenture or Bylaws or the charter and constituent documents of any other Guarantor, (iv) any indenture, mortgage, loan or credit agreement or instrument to which any of the Credit Parties Borrower, or Guarantors, is a party or by which it may be bound or affected, or (viv) any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of any of Borrower or either of the Credit Parties Guarantors under the terms or provisions of any such agreement or instrument, except liens in favor of AgentBank.