Common use of Execution and Performance of Loan Documents Clause in Contracts

Execution and Performance of Loan Documents. (a) Borrower, Manager and Guarantor have all requisite authority to execute, deliver, and perform their obligations under the Loan Documents to which they are a party. (b) The execution and delivery by Borrower, Manager and Guarantor of, and the performance by Borrower, Manager and Guarantor of their obligations under each Loan Document to which they are a party have been authorized by all necessary action and do not and will not: (i) require any consent or approval not heretofore obtained of any Person having any interest in Borrower, Manager or Guarantor; (ii) violate any provision of, or require any consent or approval not heretofore obtained under, any partnership agreement, articles of incorporation, bylaws, operating agreement or other governing document applicable to Borrower, Manager or Guarantor; (iii) result in or require the creation of any lien, claim, charge or other right of others of any kind (other than under or as provided for in the Loan Documents) on or with respect to any property now or hereafter owned or leased by Borrower, Manager or Guarantor; (iv) violate any provision of any Law presently in effect; or (v) constitute a breach or default under, or permit the acceleration of obligations owed under, any contract, loan agreement, lease or other agreement or document to which Borrower, Manager or Guarantor is a party or by which Borrower, Manager or Guarantor or any of their property is bound. (c) None of Borrower, Manager or Guarantor is in default, in any respect that is adverse to Lender’s interests in or under the Loan Documents or that would have any material adverse effect on the financial condition of Borrower, Manager or Guarantor or the conduct of their respective businesses, under any Law, contract, lease or other agreement or document described in subparagraph (ii) or (v) of the previous subsection. (d) No approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Agency is required in connection with: (i) the execution by Borrower, Manager and Guarantor of, and the performance by Borrower, Manager and Guarantor of their obligations under, the Loan Documents and Project Agreements to which they are a party (other than Permits required in connection with the construction and occupancy of the Project); and (ii) the creation of the liens described in the Loan Documents other than the recording of recordable documents and filing the financing statements.

Execution and Performance of Loan Documents. (a) Borrower, Manager Each of Borrower and Guarantor have all requisite has full power and authority to executeconduct its business as presently conducted, deliver, to enter into this Agreement and the other Loan Documents (as applicable) and to perform their all of its duties and obligations under this Agreement and the Loan Documents to which they are a party. Such execution and performance have been duly authorized by all necessary action pursuant to such entity’s organizational documents. (b) The execution and delivery by Borrower, Manager Borrower and Guarantor of, and the performance by Borrower, Manager Borrower and Guarantor of their each such entity’s respective obligations under under, each Loan Document to which they are a party have been authorized by all necessary action and do not and will not: (i) require any consent or approval not heretofore obtained of any Person having any interest in Borrower, Manager Borrower or Guarantor; (ii) violate any provision of, or require any consent or approval not heretofore obtained under, any partnership agreement, articles of incorporation, bylaws, operating agreement or other governing document applicable to Borrower, Manager Borrower or Guarantor; (iii) result in or require the creation of any lien, claim, charge or other right of others of any kind (other than under or as provided for in the Loan Documents) on or with respect to any property now or hereafter owned or leased by Borrower, Manager Borrower or Guarantor; (iv) violate any provision of any Applicable Law presently in effect; or (v) constitute a breach or default under, or permit the acceleration of obligations owed under, any contract, credit agreement, loan agreement, lease or other agreement or document to which Borrower, Manager Borrower or Guarantor is a party or by which Borrower, Manager or Guarantor or any of their such entity’s property is bound. (c) None of Borrower, Manager or Neither Borrower nor Guarantor is in default, in any respect that is adverse to Lender’s interests in or under the Loan Documents or that would have any material adverse effect on the financial condition of Borrower, Manager or Guarantor or the conduct of their respective businessesresult in a Material Adverse Change, under any Applicable Law, contract, lease or other agreement or document described in subparagraph (ii) or (v) of the previous subsection. (d) No approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Agency is required in connection with: (i) the execution by Borrower, Manager and Guarantor of, and the performance by Borrower, Manager and Guarantor of their obligations under, the Loan Documents and Project Agreements to which they are a party (other than Permits required in connection with the construction and occupancy of the Project); and (ii) the creation of the liens described in the Loan Documents other than the recording of recordable documents and filing the financing statements.

Execution and Performance of Loan Documents. (a) Borrower, Manager 5.2.1 Borrower and Guarantor have all requisite authority to execute, deliver, and perform their obligations under under, the Loan Documents to which they are a partyand the Guaranty, as the case may be. (b) 5.2.2 The execution and delivery by Borrower, Manager Borrower and Guarantor of, and the performance by Borrower, Manager Borrower and Guarantor of their obligations under under, each Loan Document to which they are a party and the Guaranty have been authorized by all necessary action and do not and will not: (ia) require any further consent or approval not heretofore obtained of any Person having any interest in Borrower, Manager Borrower or Guarantor; (iib) violate any provision of, or require any consent or approval not heretofore obtained under, any partnership agreement, articles of incorporation, bylaws, operating agreement by-laws or other organizational or governing document applicable to Borrower, Manager Guarantor, or any General Partner of Borrower or Guarantor; (iiic) result in or require the creation of any lien, claim, charge or other right of others of any kind (other than under or as provided for in the Loan Documents) on or with respect to any property now or hereafter owned or leased by Borrower, Manager Borrower or Guarantor; (ivd) violate any provision of any Law presently in effect; or (ve) constitute a breach or default under, or permit the acceleration of obligations owed under, any contract, loan agreement, lease or other agreement or document to which Borrower, Manager Borrower or Guarantor is a party or by which Borrower, Manager Borrower or Guarantor or any of their property is bound. (c) None of Borrower, Manager or 5.2.3 Neither Borrower nor Guarantor is in default, in any respect that is adverse to any of Lender’s or Bondowner Representative’s respective interests in or under the Loan Documents or the Subordinate Loan Documents or in any other respect that would have any material an adverse effect on the financial condition of Borrower, Manager Borrower or Guarantor or the conduct of their respective businesses, under any Law, contract, lease or other agreement or document described in subparagraph (iid) or (ve) of the previous subsectionSubsection. (d) 5.2.4 No approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Agency is required in connection with: (ia) the execution by Borrower, Manager Borrower and Guarantor of, and the performance by Borrower, Manager Borrower and Guarantor of their obligations under, the Loan Documents and Project Agreements to which they are a party the Guaranty as the case may be (other than Permits a certificate of occupancy required in connection with occupying the construction and occupancy Project (all of which are expected to be obtained in the Projectordinary course)); and (iib) the creation of the liens described in the Loan Documents and the Subordinate Recorded Documents (other than the recording of recordable documents and filing the of UCC financing statements).

Execution and Performance of Loan Documents. (a) Each of Borrower, Manager General Partner and Guarantor have has all requisite authority to execute, execute and deliver, and to perform their its obligations under, the Loan Documents. Borrower shall timely perform its obligations under the Loan Documents and shall not cause or permit the occurrence of any default under the documents to which they are it is a party. (ba) The execution and delivery by each of Borrower, Manager General Partner and Guarantor of, and the performance by each of Borrower, Manager General Partner and Guarantor of their its respective obligations under under, each Loan Document to which they are a party that it has executed have been authorized by all necessary action on the part of Borrower, General Partner and Guarantor and do not and will not: (i) require any consent or approval not heretofore obtained of any Person having any interest in Borrower, Manager General Partner or Guarantor; (ii) violate any provision of, or require any consent or approval not heretofore previously obtained under, any partnership agreement, articles of incorporation, bylaws, operating agreement or other applicable governing document applicable to Borrower, Manager General Partner or Guarantor; (iii) result in or require the creation of any lien, claim, charge or other right of others of any kind (other than under or as provided for in the Loan Documents) on or with respect to any property now or hereafter owned or leased by BorrowerXxxxxxxx, Manager General Partner or Guarantor; (iv) violate any provision of any Law presently in effect; or (v) constitute a breach or default under, or permit the acceleration of obligations owed under, any contract, any loan document (including any Subordinate Loan Document, or the Permanent Commitment), lease or other agreement or document to which Borrower, General Partner or Guarantor is a party or by which Borrower, General Partner or Guarantor, or any of their respective property, is bound. (b) Neither Borrower, General Partner nor Guarantor is in default in any respect under the Loan Documents or under any Law, contract, loan agreement, lease or other agreement or document to which Borrower, Manager General Partner or Guarantor is a party or by which Borrower, Manager General Partner or Guarantor Guarantor, or any of their property respective property, is bound. (c) None of Borrower, Manager or Guarantor is in default, in any respect that is adverse to Lender’s interests in or under the Loan Documents or that would have any material adverse effect on the financial condition of Borrower, Manager or Guarantor or the conduct of their respective businesses, under any Law, contract, lease or other agreement or document described in subparagraph (ii) or (v) of the previous subsection. (d) No approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Agency is required in connection with: (i) the execution and delivery by BorrowerXxxxxxxx, Manager General Partner and Guarantor of, and or the performance by BorrowerXxxxxxxx, Manager General Partner and Guarantor of their respective obligations under, the Loan Documents and Project Agreements to which they are a party (other than Permits required in connection with the construction and occupancy of the Project)Documents; and (ii) the creation of the liens described in the Security Documents. (d) Permanent Lender has not indicated that it will not honor the terms of the Permanent Commitment, or that it will not make or fund the Permanent Loan Documents other than for any reason and there is no default or unwaived failure of condition of Borrower that occurs under the recording of recordable documents and filing the financing statementsPermanent Commitment.

Execution and Performance of Loan Documents. (a) Borrower, Manager Borrower and Guarantor have all requisite authority to execute, deliver, and perform their obligations under the Loan Documents to which they are a party. (b) The execution and delivery by Borrower, Manager Borrower and Guarantor of, and the performance by Borrower, Manager Borrower and Guarantor of their obligations under each Loan Document to which they are a party party, have been authorized by all necessary action and do not and will not: (i) require any consent or approval not heretofore obtained of any Person having any interest in Borrower, Manager Borrower or Guarantor; (ii) violate any provision of, or require any consent or approval not heretofore obtained under, any partnership agreementcertificate of formation, articles certificate of incorporation, certificate of limited partnership, operating agreement, bylaws, operating limited partnership agreement or other governing document applicable to Borrower, Manager Borrower or Guarantor; (iii) result in or require the creation of any lien, claim, charge or other right of others of any kind (other than under or as provided for in the Loan Documents) on or with respect to any property now or hereafter owned or leased by Borrower, Manager Borrower or Guarantor; (iv) violate any provision of any Applicable Law presently in effect; or (v) constitute a breach or default under, or permit the acceleration of obligations owed under, any contract, loan agreement, lease or other agreement or document to which Borrower, Manager Borrower or Guarantor is a party or by which Borrower, Manager Borrower or Guarantor or any of their property is bound. (c) None of Borrower, Manager or Neither Borrower nor Guarantor is in default, in any respect that is adverse to Lender’s interests in or under the Loan Documents or that would have any material adverse effect on the financial condition of Borrower, Manager or Guarantor or the conduct of their respective businessesresult in a Material Adverse Change, under any Applicable Law, contract, lease or other agreement or document described in subparagraph (ii) or (v) of the previous subsection. (d) No approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Agency is required in connection with: (i) the execution by Borrower, Manager Borrower and Guarantor of, and the performance by Borrower, Manager Borrower and Guarantor of their obligations under, under the Loan Documents and Project Agreements to which they are a party (other than Permits required in connection with the construction and occupancy of the Project)Documents; and (ii) the creation of the liens described in the Loan Documents other than the recording of recordable documents and filing the financing statements.

Execution and Performance of Loan Documents. (a) Borrower5.2.1 Borrower has, Manager and each Guarantor have has, all requisite authority to execute, deliver, and to perform all of its or their obligations under under, the Loan Documents to which they are a partyDocuments. (b) 5.2.2 The execution by Borrower and delivery by Borrower, Manager and each Guarantor of, and the performance by Borrower, Manager Borrower and each Guarantor of their obligations under under, each Loan Document to which they are a party have been authorized by all necessary action and do not and will not: (ia) require any consent or approval not heretofore obtained of any Person having any interest in Borrower, Manager Borrower or any Guarantor; (iib) violate any provision of, or require any consent or approval not heretofore obtained under, any operating agreement, partnership agreement, articles of incorporation, bylaws, operating agreement by-laws or other governing document applicable to Borrower, Manager any Guarantor, or any general partner, member or manager of any Guarantor; (iiic) result in or require the creation of any lien, claim, charge or other right of others of any kind (other than under or as provided for in the Loan Documents) on or with respect to any property now or hereafter owned or leased by Borrower, Manager Borrower or any Guarantor; (ivd) violate any provision of any Law law, order, writ, judgment, injunction, decree, determination or award presently in effect; or (ve) constitute a breach or default under, or permit the acceleration of obligations owed under, any contract, loan agreement, lease or other agreement or document to which Borrower, Manager Borrower or any Guarantor is a party or by which Borrower, Manager Borrower or any Guarantor or any of their property is bound. (c) None of Borrower, Manager or 5.2.3 Neither Borrower nor any Guarantor is in default, in any respect that is materially adverse to Lender’s 's interests in or under the Loan Documents or that would have any material adverse effect on the financial condition of Borrower, Manager Borrower or any Guarantor or the conduct of their respective businessesbusiness, under any Lawlaw, order, writ, judgment, injunction, decree, determination, award, contract, lease or other agreement or document described in subparagraph (iid) or (ve) of the previous subsectionSubsection. (d) 5.2.4 No approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Agency is required in connection with: (ia) the execution by Borrower, Manager Borrower and Guarantor of, and the performance by Borrower, Manager and each Guarantor of their obligations under, under the Loan Documents and Project Agreements to which they are a party (other than Permits required in connection with the construction and occupancy of the Project)Documents; and (iib) the creation of the liens described in the Loan Documents other than the recording of recordable documents and filing the financing statementsDocuments.

Execution and Performance of Loan Documents. (a) Borrower, Manager Borrower and Guarantor have all requisite authority to execute, deliver, and perform their obligations under the Loan Documents to which they are a party. (b) The execution and delivery by Borrower, Manager Borrower and Guarantor of, and the performance by Borrower, Manager Borrower and Guarantor of their obligations under each Loan Document to which they are a party have been authorized by all necessary action and do not and will not: (i) require any consent or approval not heretofore obtained of any Person having any interest in Borrower, Manager Borrower or Guarantor; (ii) violate any provision of, or require any consent or approval not heretofore obtained under, any partnership agreement, articles of incorporation, bylaws, operating agreement or other governing document applicable to Borrower, Manager Borrower or Guarantor; (iii) result in or require the creation of any lien, claim, charge or other right of others of any kind (other than under or as provided for in the Loan Documents) on or with respect to any property now or hereafter owned or leased by Borrower, Manager Borrower or Guarantor; (iv) violate any provision of any Law presently in effect; or (v) constitute a breach or default under, or permit the acceleration of obligations owed under, any material contract, loan agreement, lease or other agreement or document to which Borrower, Manager Borrower or Guarantor is a party or by which Borrower, Manager Borrower or Guarantor or any of their property is bound. (c) None of Borrower, Manager Borrower or Guarantor is in default, in any respect that is adverse to Lender’s interests in or under the Loan Documents or that would have any material adverse effect on the financial condition ability of BorrowerBorrower or Guarantor, Manager or Guarantor or as applicable, to perform its obligations under the conduct of their respective businessesLoan Documents, under any Law, contract, lease or other material agreement or document described in subparagraph (ii) or (v) of the previous subsection. (d) No approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Agency is required in connection with: (i) the execution by Borrower, Manager Borrower and Guarantor of, and the performance by Borrower, Manager Borrower and Guarantor of their obligations under, the Loan Documents and Major Project Agreements to which they are a party (other than Permits required in connection with the construction construction, occupancy and occupancy operation of the Project); and (ii) the creation of the liens described in the Loan Documents other than the recording of recordable documents and filing the financing statements.

Execution and Performance of Loan Documents. (a) Borrower, Manager Borrower and Guarantor have General Partner each has all requisite power and authority to execute, deliver, execute and perform their obligations its respective Obligations under the Loan Documents to which they are a party. Documents, and (b) The the execution by Borrower and delivery by Borrower, Manager and Guarantor of, General Partner and the performance by Borrower, Manager Borrower and Guarantor General Partner of their obligations respective Obligations under each Loan Document to which they are a party have been authorized by all necessary action and do not and will not: : (i) require any consent or approval not heretofore obtained of any Person having any interest in Borrower, Manager Borrower or Guarantor; General Partner; (ii) violate any provision of, or require any consent or approval not heretofore obtained under, any partnership the operating agreement, articles of incorporationorganization, bylaws, operating agreement bylaws or other governing document documents applicable to Borrower, Manager Borrower or Guarantor; General Partner; (iii) result in or require the creation or imposition of any lien, claim, charge or other right of others of any kind (other than under or as provided for in the Loan Documents) on or with respect to any property now or hereafter assets owned or leased by Borrower, Manager Borrower or Guarantor; TERM LOAN AGREEMENT - Page 20 General Partner; (iv) violate any provision of any Law Law, order, writ, judgment, injunction, decree, determination or award presently in effect; or or (v) conflict with or constitute a breach or default under, or permit the acceleration of obligations owed underpursuant to, any contract, loan agreement, lease or other agreement or document to which Borrower, Manager Borrower or Guarantor General Partner is a party or by which Borrower, Manager either Borrower or Guarantor General Partner or any of their respective property is bound. ; (c) None of Borrower, Manager or Guarantor neither Borrower nor General Partner is in default, default beyond any applicable notice and cure period in any respect that is adverse to Lender’s interests in or under the Loan Documents or that would have any material adverse effect on the financial condition of Borrower, Manager or Guarantor or the conduct of their respective businesses, under any Law, contractorder, lease writ, judgment, injunction, decree, determination, award, contract or other agreement or document described in subparagraph (ii) or (v) of the previous subsection. lease; (d) No no approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Agency is required in connection with: : (i) the execution by Borrower, Manager Borrower and Guarantor General Partner of, and the performance by Borrower, Manager Borrower and Guarantor General Partner of their respective obligations under, under the Loan Documents Documents; and Project Agreements to which they are a party (other than Permits required in connection with the construction and occupancy of the Project); and (ii) the creation and perfection of the liens described in the Loan Documents; (e) the Loan Documents, when executed and delivered, will constitute legal, valid and binding obligations of Borrower enforceable in accordance with their respective terms; and (f) the signatories of Borrower and General Partner are fully authorized to execute the Loan Documents other than the recording of recordable documents and filing the financing statementsto which they are a party.

Execution and Performance of Loan Documents. (a) Borrower, Manager 5.2.1 Borrower has and each Guarantor have has all requisite authority to execute, deliver, and to perform all of its or their obligations under under, the Loan Documents to which they are a partyDocuments. (b) 5.2.2 The execution by Borrower and delivery by Borrower, Manager and each Guarantor of, and the performance by Borrower, Manager Borrower and each Guarantor of their obligations under under, each Loan Document to which they are a party have been authorized by all necessary action and do not and will not: (ia) require any consent or approval not heretofore obtained of any Person having any interest in Borrower, Manager Borrower or any Guarantor; (iib) violate any provision of, or require any consent or approval not heretofore obtained under, any operating agreement, partnership agreement, articles of incorporation, bylaws, operating agreement by-laws or other governing document applicable to Borrower, Manager any Guarantor, or any general partner, member or manager of any Guarantor; (iiic) result in or require the creation of any lien, claim, charge or other right of others of any kind (other than under or as provided for in the Loan Documents) on or with respect to any property now or hereafter owned or leased by Borrower, Manager Borrower or any Guarantor; (ivd) violate any provision of any Law law, order, writ, judgment, injunction, decree, determination or award presently in effect; or (ve) constitute a breach or default under, or permit the acceleration of obligations owed under, any contract, loan agreement, lease or other agreement or document to which Borrower, Manager Borrower or any Guarantor is a party or by which Borrower, Manager Borrower or any Guarantor or any of their property is bound. (c) None of Borrower, Manager or 5.2.3 Neither Borrower nor any Guarantor is in default, in any respect that is materially adverse to Lender’s 's interests in or under the Loan Documents or that would have any material adverse effect on the financial condition of Borrower, Manager Borrower or any Guarantor or the conduct of their respective businessesbusiness, under any Lawlaw, order, writ, judgment, injunction, decree, determination, award, contract, lease or other agreement or document described in subparagraph (iid) or (ve) of the previous subsectionSubsection. (d) 5.2.4 No approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Agency is required in connection with: (ia) the execution by Borrower, Manager Borrower and Guarantor of, and the performance by Borrower, Manager and each Guarantor of their obligations under, under the Loan Documents and Project Agreements to which they are a party (other than Permits required in connection with the construction and occupancy of the Project)Documents; and (iib) the creation of the liens described in the Loan Documents other than the recording of recordable documents and filing the financing statementsDocuments.