|
jurisdiction in which the character of the property it owns or the nature of the business it transacts makes
<br />such filings necessary or where the failure to make such filings could have a material adverse effect on
<br />the business, operations, assets, condition (financial or otherwise) or prospects of General Partner.
<br />(c) General Partner is duly authorized to do business in the State.
<br />(d) The execution, delivery and performance by Borrower of the Borrower Loan Documents
<br />and the Funding Loan Documents have been duly authorized by all necessary action of General Partner
<br />on behalf of Borrower, and by all necessary action on behalf of General Partner.
<br />(e) The execution, delivery and performance by General Partner, on behalf of Borrower, of
<br />the Borrower Loan Documents and the Funding Loan Documents will not violate (i) General Partner's
<br />organizational documents; (ii) any other Legal Requirement affecting General Partner or any of its
<br />properties; or (iii) any agreement to which General Partner is bound or to which it is a party; and will not
<br />result in or require the creation (except as provided in or contemplated by this Borrower Loan Agreement)
<br />of any Lien upon any of such properties, any of the Collateral or any of the property or funds pledged or
<br />delivered to Funding Lender pursuant to the Security Documents.
<br />Section 4.1.43 Government and Private Approvals. All governmental or regulatory orders,
<br />consents, permits, authorizations and approvals required for the construction, rehabilitation, use,
<br />occupancy and operation of the Improvements, that may be granted or denied in the discretion of any
<br />Governmental Authority, have been obtained and are in full force and effect (or, in the case of any of the
<br />foregoing that Borrower is not required to have as of the Closing Date, will be obtained), and will be
<br />maintained in full force and effect at all times during the construction or rehabilitation of the
<br />Improvements. All such orders, consents, permits, authorizations and approvals that may not be denied in
<br />the discretion of any Governmental Authority shall be obtained prior to the commencement of any work
<br />for which such orders, consents, permits, authorizations or approvals are required, and, once obtained,
<br />such orders, consents, permits, authorizations and approvals will be maintained in full force and effect at
<br />all times during the construction or rehabilitation of the Improvements. Except as set forth in the
<br />preceding two sentences, no additional governmental or regulatory actions, filings or registrations with
<br />respect to the Improvements, and no approvals, authorizations or consents of any trustee or holder of any
<br />indebtedness or obligation of Borrower, are required for the due execution, delivery and performance by
<br />Borrower or General Partner of any of the Borrower Loan Documents or the Funding Loan Documents or
<br />the Related Documents executed by Borrower or General Partner, as applicable. All required zoning
<br />approvals have been obtained, and the zoning of the Land for the Project is not conditional upon the
<br />happening of any further event.
<br />Section 4.1.44 Concerning Guarantor. The Borrower Loan Documents and the Funding Loan
<br />Documents to which the Guarantor is a party or a signatory executed simultaneously with this Borrower
<br />Loan Agreement have been duly executed and delivered by Guarantor and are legally valid and binding
<br />obligations of Guarantor, enforceable against Guarantor in accordance with their terms, except as
<br />enforceability may be limited by banikruptcy, insolvency, reorganization, moratorium or similar laws
<br />affecting creditors' rights generally and by general principles of equity.
<br />Section 4.1.45 No Material Defaults. Except as previously disclosed to Funding Lender in
<br />writing, there exists no material violation of or material default by Borrower under, and, to the best
<br />knowledge of Borrower, no event has occurred which, upon the giving of notice or the passage of time, or
<br />both, would constitute a material default with respect to: (i) the terms of any instrument evidencing,
<br />securing or guaranteeing any indebtedness secured by the Project or any portion or interest thereof or
<br />C:IUsersltadlDesktoplSanta Ana HA Washington Place 32
<br />BLA.doc
<br />DRAFT 11/28/12 $:41AM
<br />
|