05 - JOINT PH - Vista Del Rio DDA

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(e) 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 Vista Del Rio is a party or by which Vista Del Rio or any of its property is bound. 9.2.3 Vista Del Rio is not in default, in any respect that is materially adverse to the interests of City or Agency under the Loan Documents or that would have any material adverse effect on the financial condition of Vista Del Rio or the conduct of its business, under any law, contract, lease or other agreement or document described in sub-paragraph (d) or (e) of the previous subsection. 9.2.4 Other than for building permits relating to the Project, no approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Authority is required which has not been previously obtained in connection with: (a) the execution of Vista Del Rio of, and the performance by Vista Del Rio of its obligations under, the Loan Documents; and (b) the creation of the liens described in the Loan Documents. 9.3 Financial and Other Information. To the best of Vista Del Rio's knowledge, all financial information furnished to City and Agency with respect to Vista Del Rio in connection with the Loans (a) is complete and correct in all material respects as of the date of preparation thereof, (b) accurately presents the financial condition of Vista Del Rio, and (c) to the extent applicable, has been prepared in accordance with generally accepted accounting principles consistently applied or in accordance with such other principles or methods as are reasonably acceptable to City. To the best of Vista Del Rio's knowledge, all other documents and information furnished to City and Agency with respect to Vista Del Rio, in connection with the Loans, are correct and complete insofar as completeness is necessary to give the City accurate knowledge of the subject matter. To the best of Vista Del Rio's knowledge Vista Del Rio has no material liability or contingent liability not disclosed to City and Agency in writing and there is no material lien, claim, charge or other right of others of any kinds (including liens or retained security titles of conditional vendors) on any property of Vista Del Rio not disclosed in such financial statements or otherwise disclosed to City and Agency in writing. 9.4 No Material Adverse Change. There has been no material adverse change in the condition, financial or otherwise, of Vista Del Rio since the dates of the latest financial statements furnished to City and Agency. Since those dates, Vista Del Rio has not entered into any material transaction not disclosed in such financial statements or otherwise disclosed to City and Agency in writing. 9.5 Tax Liability. Vista Del Rio has filed all required federal, state and local tax returns and has paid all taxes (including interest and penalties, but subject to lawful extensions disclosed to City and Agency in writing) other than taxes being promptly and actively contested in good faith and by appropriate proceedings. Vista Del Rio is maintaining adequate reserves for tax liabilities (including contested liabilities) in accordance with generally accepted accounting principles or in accordance with such other principles or methods as are reasonably acceptable to City and Agency. 9.6 Governmental Requirements. Vista Del Rio is in compliance with all laws relating to the Property/Project and all Governmental Authority approvals, including zoning, land use, 21 DOCSOC/ 1475221 v5/200272-0004