DO BUSINESS AND IS IN
GOOD STANDING UNDER THE LAWS OF EACH JURISDICTION IN WHICH FAILURE TO BE SO
QUALIFIED AND IN GOOD STANDING WILL HAVE OR IS REASONABLY EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT, AND (C) HAS ALL REQUISITE CORPORATE, PARTNERSHIP OR
LIMITED LIABILITY COMPANY POWER AND AUTHORITY TO OWN, OPERATE AND ENCUMBER ITS
PROPERTY AND TO CONDUCT ITS BUSINESS AS PRESENTLY CONDUCTED AND AS PROPOSED TO
BE CONDUCTED IN CONNECTION WITH AND FOLLOWING THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(4)
TRUE, CORRECT AND COMPLETE COPIES OF THE
ORGANIZATIONAL DOCUMENTS DESCRIBED IN SECTION 5.1(1)(I) HAVE BEEN DELIVERED TO
THE ADMINISTRATIVE AGENT, EACH OF WHICH IS IN FULL FORCE AND EFFECT, HAS NOT
BEEN MODIFIED EXCEPT TO THE EXTENT INDICATED THEREIN AND, TO THE BEST KNOWLEDGE
OF EACH OF THE BORROWER PARTIES PARTY TO THIS AGREEMENT, THERE ARE NO DEFAULTS
UNDER SUCH ORGANIZATIONAL DOCUMENTS AND NO EVENTS WHICH, WITH THE PASSAGE OF
TIME OR GIVING OF NOTICE OR BOTH, WOULD CONSTITUTE A DEFAULT UNDER SUCH
ORGANIZATIONAL DOCUMENTS.
(5)
THE BORROWER PARTIES HAVE THE REQUISITE
PARTNERSHIP, COMPANY OR CORPORATE POWER AND AUTHORITY TO EXECUTE, DELIVER AND
PERFORM THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS WHICH ARE REQUIRED
TO BE EXECUTED ON THEIR BEHALF.
THE EXECUTION, DELIVERY AND PERFORMANCE OF EACH
OF THE LOAN DOCUMENTS WHICH MUST BE EXECUTED IN CONNECTION WITH THIS AGREEMENT
BY THE BORROWER PARTIES AND TO WHICH THE BORROWER PARTIES ARE A PARTY AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY ARE WITHIN THEIR
PARTNERSHIP, COMPANY, OR CORPORATE POWERS, HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY PARTNERSHIP, COMPANY, OR CORPORATE ACTION AND SUCH AUTHORIZATION HAS
NOT BEEN RESCINDED. NO OTHER PARTNERSHIP, COMPANY, OR CORPORATE ACTION OR
PROCEEDINGS ON THE PART OF THE BORROWER PARTIES IS NECESSARY TO CONSUMMATE SUCH
TRANSACTIONS.
(6)
EACH OF THE LOAN DOCUMENTS TO WHICH EACH
BORROWER PARTY IS A PARTY HAS BEEN DULY EXECUTED AND DELIVERED ON BEHALF OF SUCH
BORROWER PARTY AND CONSTITUTES ITS LEGAL, VALID AND BINDING OBLIGATION,
ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS (SUBJECT TO BANKRUPTCY,
INSOLVENCY, REORGANIZATION, OR OTHER LAWS AFFECTING CREDITORS' RIGHTS GENERALLY
AND TO PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING IN
EQUITY OR AT LAW), IS IN FULL FORCE AND EFFECT AND ALL THE TERMS, PROVISIONS,
AGREEMENTS AND CONDITIONS SET FORTH THEREIN AND REQUIRED TO BE PERFORMED OR
COMPLIED WITH BY SUCH BORROWER PARTY ON OR BEFORE THE CLOSING DATE HAVE BEEN
PERFORMED OR COMPLIED WITH, AND NO POTENTIAL
DEFAULT OR EVENT OF DEFAULT EXISTS
THEREUNDER.
6.5
No Conflict.
The execution, delivery and
performance of the Loan Documents, the borrowing hereunder and the use of the
proceeds thereof, will not violate any material Requirement of Law or any
Organizational Document or any material Contractual Obligation of any of the
Borrower Parties or the Macerich Core Entities; or, except as
29
contemplated by the Pledge Agreements, create or result in the creation of any
Lien on any material assets of any of the Borrower Parties.
6.6.