Common use of Representations by Borrower Clause in Contracts

Representations by Borrower. Borrower represents and warrants to Lender that (before and after giving effect to this Amendment): (a) Borrower has the power and authority and the legal right, to make, deliver and perform this Agreement and has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Agreement. (b) No consent or authorization of, filing with, notice to or other act by or in respect of, any governmental authority or any other person is required in connection with the consummation of this Agreement or the execution, delivery, performance, validity or enforceability of this Amendment which has not been obtained. This Amendment has been duly executed and delivered on behalf of Borrower. (c) This Amendment constitutes a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (d) The execution, delivery and performance of this Amendment will not violate any requirements of law or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of Borrower’s organizational documents or any agreement or instrument to which Borrower is a party or by which it is bound, or any order or decree applicable to Borrower, or result in the creation or imposition of any lien on any of Borrower’s assets or property. (e) There are no judicial, administrative actions, investigations, suits or other proceedings, pending or threatened against or affecting Borrower which, if adversely determined, could have a material adverse effect on the Borrower.

Representations by Borrower. Borrower represents and warrants to Lender that (before and after giving effect to this Amendment): (a) ): Each of Borrower and Guarantor has the power and authority and the legal right, to make, deliver and perform this Agreement Amendment and has taken all necessary corporate limited partnership, limited liability company or other action to authorize the execution, delivery and performance of this Agreement. (b) Amendment. No consent or authorization of, filing with, notice to or other act by or in respect of, any governmental authority Governmental Authority or any other person Person is required in connection with the consummation of this Agreement Amendment or the execution, delivery, performance, validity or enforceability of this Amendment which has not been obtained. This Amendment has been duly executed and delivered on behalf of Borrower. (c) each of Borrower and Guarantor. This Amendment constitutes a legal, valid and binding obligation of BorrowerBorrower and of each Guarantor, enforceable against Borrower and each Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (d) The execution, delivery and performance of this Amendment will not violate any requirements of law Legal Requirements or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of Borrower’s or each Guarantor’s organizational documents or any agreement or instrument to which Borrower and/or each Guarantor is a party or by which it is bound, or any order or decree applicable to BorrowerBorrower and/or each Guarantor, or result in the creation or imposition of any lien on any of Borrower’s and/or each Guarantor’s assets or property. property (e) other than pursuant to the Loan Documents). There are no judicial, administrative actions, investigations, suits or other proceedings, including, without limitation, any condemnation or eminent domain proceedings, pending or threatened against or affecting Borrower Borrower, Guarantor or any Individual Property which, if adversely determined, could have a material adverse effect on the Borrower, Guarantor or the Property, other than unfair labor practice allegations filed by UNITE HERE! Local 878 against the Sheraton Anchorage Hotel in connection with an impasse in the negotiations of a new collective bargaining agreement and the withdrawal of recognition of the union by a majority of employees in May of 2010, and the pending NLRB administrative law proceedings and anticipated appeals in connection therewith, (ii) the Property is in good operating condition and repair (ordinary wear and tear excepted) and Borrower has not received any notice from a Governmental Authority claiming or asserting that any Individual Property does not comply in all material respects with all Legal Requirements, which notice has not been complied with, and (iii) all real estate taxes (and assessments) affecting each Individual Property are current and all insurance required to be maintained in respect of the Individual Properties is in full force and effect. Each of the representations and warranties made by Borrower and/or each Guarantor herein is true and correct in all material respects on and as of the date hereof as if made on and as of such date and will survive the execution and delivery of and consummation of all transactions under this Amendment. No Event of Default, has occurred and is continuing, or will result from the consummation of the transactions contemplated by this Amendment.