Common use of Power and Authorization; Enforceable Obligations Clause in Contracts

Power and Authorization; Enforceable Obligations. The Borrower has full limited liability company power and authority to execute, deliver and perform the Loan Documents and the Project Contracts to which it is, or pursuant to an assignment thereof by an Affiliate of the Borrower has become, a party, and to become obligated with respect to borrowings and other Obligations hereunder and thereunder, and has taken all action necessary to be taken by it to authorize such borrowings, its Obligations hereunder and under the Loan Documents to which it is a party, and to authorize the execution, delivery and performance of the Loan Documents and the Project Contracts to which it is, or pursuant to an assignment thereof by an Affiliate of the Borrower, has become a party. No consent, waiver, authorization of or filing with any Person is required in connection with the borrowings or other Obligations hereunder or the execution, delivery, performance by, or the validity or enforceability against Borrower of the Loan Documents and the Project Contracts to which it is, or pursuant to an assignment thereof by an Affiliate of the Borrower has become, a party, except for (i) the filing of UCC financing statements and recordation of any mortgages, in each case if applicable, (ii) such as have been made or obtained and are in full force and effect and (iii) as set forth in Schedule 1.5, with respect to any applicable Project Permit. Each of the Loan Documents to which it is a party has been duly executed and delivered on behalf of Borrower and the Loan Documents and the Project Contracts constitute legally valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms, except as enforceability may be limited by general equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally.

Power and Authorization; Enforceable Obligations. The (a) Each Borrower has full limited liability company power and authority and the legal right to conduct its business as now conducted and as proposed to be conducted by it, to execute, deliver and perform this Agreement, the Loan Documents Term Note and the Project Contracts other Basic Documents (other than the OWI Contracts) to which it is, is or pursuant is to an assignment thereof by an Affiliate of the Borrower has become, become a party, and to become obligated with respect take all action as may be necessary to borrowings and other Obligations complete the transactions contemplated hereunder and thereunder, to grant the Liens and security interests provided for in the Collateral Security Documents to which it is a party and to borrow hereunder. Each Borrower has taken all necessary partnership and legal action necessary to be taken by it to authorize such borrowingsthe borrowings hereunder on the terms and conditions of this Agreement, its Obligations hereunder the Term Note and under the Loan other Basic Documents (other than the OWI Contracts) to which it is a party, to grant the Liens and security interests provided for in the Collateral Security Documents to which it is a party and to authorize the execution, delivery and performance of this Agreement, the Loan Documents Term Note and the Project Contracts other Basic Documents (other than the OWI Contracts) to which it is, is a party or pursuant is to an assignment thereof by an Affiliate of the Borrower, has become a party. No consentconsent or authorization of, waiverfiling with, authorization or other act by or in respect of any other Person, that has not been made, obtained or filing with any Person complied with, is required in connection with the borrowings or other Obligations hereunder or with the execution, delivery, performance byperformance, or the validity or enforceability against Borrower of this Agreement, the Loan Term Note or the other Basic Documents and (other than the Project Contracts to which it is, or pursuant to an assignment thereof by an Affiliate of the Borrower has become, a party, except for (i) the filing of UCC financing statements and recordation of any mortgages, in each case if applicable, (ii) such as have been made or obtained and are in full force and effect and (iii) as set forth in Schedule 1.5, with respect to any applicable Project PermitOWI Contracts). Each of this Agreement, the Loan Term Note and the other Basic Documents (other than the OWI Contracts) to which it any Borrower is a party has been duly executed and delivered on behalf by such Borrower and, assuming the due authorization and delivery hereof and thereof by the other parties hereto and thereto, constitutes, and each of the other Basic Documents (other than the OWI Contracts) to which such Borrower is to become a party will upon execution and delivery thereof by such Borrower and, assuming the Loan Documents due authorization and delivery thereof by the Project Contracts other parties thereto (if any), constitute legally a legal, valid and binding obligations obligation of such Borrower enforceable against such Borrower in accordance with their respective its terms, except as enforceability may be limited by general equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity (whether such enforcement of creditors' rights generallyis sought in a proceeding at law or in equity); all Project Documents (other than the OWI Contracts) to which such Borrower is a party are in full force and effect.

Power and Authorization; Enforceable Obligations. (a) The Borrower Partnership has full limited liability company power and authority and the legal right to construct, own (and, after the Lease Closing Date, hold under lease) and operate the Project, to conduct its business as now conducted and as proposed to be conducted by it, to execute, deliver and perform this Agreement, the Loan Note, the Collateral Security Documents, the Lease Documents and the Project Contracts other Transaction Documents to which it is, is or pursuant is to an assignment thereof by an Affiliate of the Borrower has become, become a party, and to become obligated with respect take all action as may be necessary to borrowings and other Obligations complete the transactions contemplated hereunder and thereunder, to grant the liens and security interests provided for in the Collateral Security Documents to which it is a party and to borrow hereunder. The Partnership has taken all necessary partnership and legal action necessary to be taken by it to authorize such borrowingsthe borrowings hereunder on the terms and conditions of this Agreement, its Obligations hereunder the Note and under the Loan other Transaction Documents to which it is a party, to grant the liens and security interests provided for in the Collateral Security Documents to which it is a party and to authorize the execution, delivery and performance of this Agreement, the Loan Note, the Lease Documents and the Project Contracts other Transaction Documents to which it is, is a party or pursuant is to an assignment thereof by an Affiliate of the Borrower, has become a party. No consentconsent or authorization of, waiverfiling with, authorization or other act by or in respect of or filing with any other Person is required in connection with the borrowings or other Obligations hereunder or with the execution, delivery, delivery or performance by, by the Partnership or the validity or enforceability against Borrower as to the Partnership of this Agreement, the Loan Note, the Lease Documents or the other Transaction Documents except the Governmental Actions and the Project Contracts other consents and approvals referred to which it is, or pursuant to an assignment thereof by an Affiliate of the Borrower has become, a party, except for (i) the filing of UCC financing statements and recordation of any mortgages, in each case if applicable, (ii) such as have been made or obtained and are in full force and effect and (iii) as set forth in Schedule 1.5, with respect to any applicable Project Permitsubsection 3.5. Each of this Agreement and the Loan other Transaction Documents to which it the Partnership is a party has been duly executed and delivered on behalf by the Partnership and constitutes, and each of Borrower the other Transaction Documents to which the Partnership is to become a party will, upon execution and delivery thereof by the Partnership and the Loan Documents and the Project Contracts constitute legally other parties thereto (if any), constitute, a legal, valid and binding obligations obligation of Borrower the Partnership enforceable against Borrower the Partnership in accordance with their respective its terms, except as enforceability may be limited by general equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement rights of creditors' rights generallycreditors generally and by general principles of equity. None of the Project Documents to which the Partnership is a party has been amended or modified except in accordance with subsection 6.10 of the Development Loan Agreement or subsection 7.6 hereof (which amendments or modifications have been duly delivered to GE Capital), and all such Project Documents are in full force and effect.

Power and Authorization; Enforceable Obligations. (a) The Borrower has full limited liability company power and authority and the legal right to own its properties and to conduct its business as now conducted and proposed to be conducted by it, to execute, deliver and perform this Agreement, the Loan Documents Term Note and the Project Contracts other Transaction Documents to which it is, is or pursuant is to an assignment thereof by an Affiliate of the Borrower has become, become a party, and to become obligated with respect take all action as may be necessary to borrowings and other Obligations hereunder and complete the transactions contemplated thereunder, and to act as the managing general partner of the Limited Partnership. The Borrower has taken all necessary partnership and legal action necessary to be taken by it to authorize such borrowingsthe borrowings hereunder on the terms and conditions of this Agreement, its Obligations hereunder the Term Note and under the Loan other Transaction Documents to which it is a party, to grant the liens and security interests provided for in the Collateral Security Documents to which it is a party and to authorize the execution, delivery and performance of this Agreement, the Loan Documents Term Note and the Project Contracts other Transaction Documents to which it isis or is to become a party and to grant the Liens provided for therein. No consent or authorization of, filing with, or pursuant to an assignment thereof other act by an Affiliate or in respect of any other Person (including the Borrower, has become a party. No consent, waiver, authorization of or filing with any Person General Partner) is required in connection with the borrowings or other Obligations hereunder or with the execution, delivery, delivery or performance by, by the Borrower or the validity or enforceability against as to the Borrower of this Agreement, the Loan Documents Term Note and the Project Contracts other Transaction Documents except the filings and recordings necessary to which it is, or pursuant to an assignment thereof perfect the Liens created by an Affiliate of the Borrower has become, a party, except for (i) the filing of UCC financing statements and recordation of any mortgages, in each case if applicable, (ii) such as have been made or obtained and are in full force and effect and (iii) as set forth in Schedule 1.5, with respect to any applicable Project PermitCollateral Security Documents. Each of this Agreement, the Loan Term Note and the other Transaction Documents to which it the Borrower is a party has been duly executed and delivered on behalf by the Borrower and constitutes, and each of the other Transaction Documents to which the Borrower is to become a party will upon execution and delivery thereof by the Borrower and the Loan Documents and the Project Contracts constitute legally other parties thereto (if any) constitute, a legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective its terms, except as enforceability may be limited by general equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement rights of creditors' rights generallycreditors generally and by general principles of equity. Except as previously disclosed in writing to the Lender, neither the Partnership Agreement, the Amended and Restated Partnership Agreement, once executed and delivered by the parties thereto, or any of the Collateral Security Documents to which the Borrower is a party has been amended or modified except in accordance with subsection 7.6, and all such documents are, or upon execution and delivery thereof, will be in full force and effect.

Power and Authorization; Enforceable Obligations. (a) The ------------------------------------------------ Borrower has full limited liability company power and authority and the legal right to own its properties and to conduct its business as now conducted and proposed to be conducted by it, to execute, deliver and perform this Agreement, the Loan Documents Notes and the Project Contracts other Transaction Documents to which it is, is or pursuant is to an assignment thereof by an Affiliate of the Borrower has become, become a party, and to become obligated with respect take all action as may be necessary to borrowings and other Obligations hereunder and complete the transactions contemplated thereunder, and to act as the managing general partner of the Limited Partnership. The Borrower has taken all necessary partnership and legal action necessary to be taken by it to authorize such borrowingsthe borrowings hereunder on the terms and conditions of this Agreement, its Obligations hereunder the Notes and under the Loan other Transaction Documents to which it is a party, to grant the liens and security interests provided for in the Collateral Security Documents to which it is a party and to authorize the execution, delivery and performance of this Agreement, the Loan Documents Notes and the Project Contracts other Transaction Documents to which it isis a party and to grant the Liens provided for therein. No consent or authorization of, filing with, or pursuant to an assignment thereof other act by an Affiliate or in respect of any other Person (including the Borrower, has become a party. No consent, waiver, authorization of or filing with any Person General Partner) is required in connection with the borrowings or other Obligations hereunder or with the execution, delivery, delivery or performance by, by the Borrower or the validity or enforceability against as to the Borrower of this Agreement, the Loan Notes and the other Transaction Documents except the filings and recordings necessary to perfect the Liens created by the Collateral Security Documents and the Project Contracts to which it is, or pursuant to an assignment thereof by an Affiliate of the Borrower has become, a party, except for (i) the filing of UCC financing statements Governmental Approvals and recordation of any mortgages, in each case if applicable, (ii) such as have been made or obtained other consents and are in full force and effect and (iii) as approvals set forth in on Schedule 1.5, with respect 3 and 7 to any applicable Project Permitthe Construction Loan Agreement. Each of this Agreement, the Loan Pre-Completion Note and the other Transaction Documents to which it the Borrower is a party has been duly executed and delivered on behalf of by the Borrower and the Loan Documents and the Project Contracts constitute legally constitutes a legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective its terms, except as enforceability may be limited by general equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement rights of creditors' rights generallycreditors generally and by general principles of equity. Except as otherwise disclosed in writing to the Lender, neither the Partnership Agreement, the Amended and Restated Partnership Agreement, once executed and delivered by the parties thereto, or any of the Collateral Documents to which the Borrower is a party has been amended or modified except in accordance with subsection 7.6, and all such documents are, or upon execution and delivery thereof, will be in full force and effect.