|
200507874
<br />(c) Authorization of Borrowing. The execution, delivery and performance of the Loan Documents to
<br />which Borrower is a party, the making of the borrowings thereunder, the execution and delivery of the Note, the
<br />grant of the liens on the Property pursuant to the Loan Documents to which Borrower is a party and the
<br />consummation of the Loan are within the powers of Borrower and have been duly authorized by Borrower and, if
<br />applicable, the General Partners, by all requisite action (and Borrower hereby represents that no approval or action
<br />of any member, limited partner or shareholder, as applicable, of Borrower is required to authorize any of the Loan
<br />Documents to which Borrower is a party) and will constitute the legal, valid and binding obligation of Borrower,
<br />enforceable against Borrower in accordance with their terms, except as enforcement may be stayed or limited by
<br />bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by general
<br />principles of equity (whether considered in proceedings at law or in equity) and will not (i) violate any provision of
<br />its partnership agreement or partnership certificate or certificate of incorporation or by -laws, or operating agreement,
<br />certificate of formation or articles of organization, as applicable, or, to its knowledge, any law, judgment, order, rule
<br />or regulation of any court, arbitration panel or other Governmental Authority, domestic or foreign, or other Person
<br />affecting or binding upon Borrower or the Property, or (ii) violate any provision of any indenture, agreement,
<br />mortgage, deed of trust, contract or other instrument to which Borrower or, if applicable, any General Partner is a
<br />party or by which any of their respective property, assets or revenues are bound, or be in conflict with, result in an
<br />acceleration of any obligation or a breach of or constitute (with notice or lapse of time or both) a default or require
<br />any payment or prepayment under, any such indenture, agreement, mortgage, deed of trust, contract or other
<br />instrument, or (iii) result in the creation or imposition of any lien, except those in favor of Lender as provided in the
<br />Loan Documents to which it is a party.
<br />(d) Consent. Neither Borrower nor, if applicable, any General Partner, is required to obtain any
<br />consent, approval or authorization from, or to file any declaration or statement with, any Governmental Authority or
<br />other agency in connection with or as a condition to the execution, delivery or performance of this Security
<br />Instrument, the Note or the other Loan Documents which has not been so obtained or filed.
<br />(e) Intentionally Omitted.
<br />(f) Other Agreements. Borrower is not a party to nor is otherwise bound by any agreements or
<br />instruments which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect. Neither
<br />Borrower nor, if applicable, any General Partner, is in violation of its organizational documents or other restriction
<br />or any agreement or instrument by which it is bound, or any judgment, decree, writ, injunction, order or award of
<br />any arbitrator, court or Governmental Authority, or any Legal Requirement, in each case, applicable to Borrower or
<br />the Property, except for such violations that would not, individually or in the aggregate, have a Material Adverse
<br />Effect.
<br />(g) Maintenance of Existence. (i) Borrower and, if applicable, each General Partner at all times since
<br />their formation have been duly formed and existing and shall preserve and keep in full force and effect their
<br />existence as a Single Purpose Entity.
<br />(ii) Borrower and, if applicable, each General Partner, at all rimes since their organization
<br />have complied, and will continue to comply, with the provisions of its certificate and agreement of
<br />partnership or certificate of incorporation and by -laws or articles of organization, certificate of formation
<br />and operating agreement, as applicable, and the laws of its jurisdiction of organization relating to
<br />partnerships, corporations or limited liability companies, as applicable.
<br />(iii) Borrower and, if applicable, each General Partner have done or caused to be done and
<br />will do all things necessary to observe organizational formalities and preserve their existence and Borrower
<br />and, if applicable, each General Partner will not amend, modify or otherwise change the certificate and
<br />agreement of partnership or certificate of incorporation and by -laws or articles of organization, certificate
<br />of formation and operating agreement, as applicable, or other organizational documents of Borrower and, if
<br />applicable, each General Partner without the prior written consent of Lender.
<br />mil
<br />
|