OF ITS ACTIVITIES MAKES SUCH
QUALIFICATION NECESSARY. SOLE MEMBER IS A LIMITED LIABILITY COMPANY, DULY
ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS FORMATION.
26
(B)
POWER. BORROWER AND SOLE MEMBER HAVE FULL POWER AND AUTHORITY TO
EXECUTE, DELIVER AND PERFORM, AS APPLICABLE, THE LOAN DOCUMENTS TO WHICH IT IS A
PARTY, TO MAKE THE BORROWINGS THEREUNDER, TO EXECUTE AND DELIVER THE NOTE AND TO
GRANT TO LENDER A FIRST, PRIOR, PERFECTED AND CONTINUING LIEN ON AND SECURITY
INTEREST IN THE PROJECT, SUBJECT ONLY TO THE PERMITTED ENCUMBRANCES.
(C)
AUTHORIZATION OF BORROWING. THE EXECUTION, DELIVERY AND
PERFORMANCE OF THE LOAN DOCUMENTS TO WHICH BORROWER IS A PARTY, THE MAKING OF
THE BORROWINGS THEREUNDER, THE EXECUTION AND DELIVERY OF THE NOTE, THE GRANT OF
THE LIENS ON THE PROJECTS PURSUANT TO THE LOAN DOCUMENTS TO WHICH BORROWER IS A
PARTY AND THE CONSUMMATION OF THE LOAN ARE WITHIN THE POWERS OF BORROWER AND
HAVE BEEN DULY AUTHORIZED BY BORROWER BY ALL REQUISITE ACTION (AND BORROWER
HEREBY REPRESENTS THAT NO APPROVAL OR ACTION OF ANY MEMBER, LIMITED PARTNER OR
SHAREHOLDER, AS APPLICABLE, OF BORROWER IS REQUIRED TO AUTHORIZE ANY OF THE LOAN
DOCUMENTS TO WHICH BORROWER IS A PARTY, OTHER THAN THOSE WHICH HAVE BEEN
OBTAINED) AND WILL CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATION OF
BORROWER, ENFORCEABLE AGAINST BORROWER IN ACCORDANCE WITH THEIR TERMS, EXCEPT AS
ENFORCEMENT MAY BE STAYED OR LIMITED BY BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND BY GENERAL
PRINCIPLES OF EQUITY (WHETHER CONSIDERED IN PROCEEDINGS AT LAW OR IN EQUITY) AND
WILL NOT (I) VIOLATE ANY PROVISION OF ITS PARTNERSHIP AGREEMENT OR PARTNERSHIP
CERTIFICATE OR CERTIFICATE OF INCORPORATION OR BY-LAWS, OR OPERATING AGREEMENT,
OR ARTICLES OF ORGANIZATION, AS APPLICABLE, OR, TO ITS KNOWLEDGE, ANY LAW,
JUDGMENT, ORDER, RULE OR REGULATION OF ANY COURT, ARBITRATION PANEL OR OTHER
GOVERNMENTAL AUTHORITY, DOMESTIC OR FOREIGN, OR OTHER PERSON AFFECTING OR
BINDING UPON BORROWER OR THE PROJECTS, OR (II) VIOLATE ANY PROVISION OF ANY
INDENTURE, AGREEMENT, MORTGAGE, DEED OF TRUST, CONTRACT OR OTHER INSTRUMENT TO
WHICH BORROWER OR SOLE MEMBER IS A PARTY OR BY WHICH ANY OF THEIR RESPECTIVE
PROPERTY, ASSETS OR REVENUES ARE BOUND, OR BE IN CONFLICT WITH, RESULT IN AN
ACCELERATION OF ANY OBLIGATION OR A BREACH OF OR CONSTITUTE (WITH NOTICE OR
LAPSE OF TIME OR BOTH) A DEFAULT OR REQUIRE ANY PAYMENT OR PREPAYMENT UNDER, ANY
SUCH INDENTURE, AGREEMENT, MORTGAGE, DEED OF TRUST, CONTRACT OR OTHER
INSTRUMENT, OR (III) RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN, EXCEPT
THOSE IN FAVOR OF LENDER AS PROVIDED IN THE LOAN DOCUMENTS TO WHICH IT IS A
PARTY.
(D)
CONSENT. NEITHER BORROWER NOR SOLE MEMBER IS REQUIRED TO OBTAIN
ANY CONSENT, APPROVAL OR AUTHORIZATION FROM, OR TO FILE ANY DECLARATION OR
STATEMENT WITH, ANY GOVERNMENTAL AUTHORITY OR OTHER AGENCY IN CONNECTION WITH OR
AS A CONDITION TO THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT, THE
NOTE OR THE OTHER LOAN DOCUMENTS WHICH