Common use of Authorization; No Conflict Clause in Contracts

Authorization; No Conflict. The Borrower has all necessary limited liability company power and authority and legal right to execute, deliver, and perform this Agreement and the other Transaction Documents to which it is a party or by which it is bound. The Borrower has duly authorized, executed and delivered each Transaction Document to which the Borrower is a party (or such Transaction Documents have been duly and validly assigned to the Borrower and the Borrower has assumed the obligations thereunder), and neither the Borrower’s execution and delivery thereof nor its consummation of the transactions contemplated thereby nor its compliance with the terms thereof (a) contravenes in any material respect any applicable Law binding on the Borrower or any of its properties, (b) contravenes or results in any breach of or constitutes any default under, or results in or requires the creation of any Lien (other than Permitted Liens) upon any of its property under any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, which contravention, breach, default or Lien would be reasonably expected to result in a Material Adverse Effect, (c) contravenes the Charter Documents of the Borrower, or (d) requires the consent or approval of any Person or any Applicable Permit which has not already been obtained.

Authorization; No Conflict. The Borrower has all necessary limited liability company power execution, delivery and authority and legal right to execute, deliver, and perform this Agreement and performance by each Loan Party of the other Transaction Operative Documents to which it is a party are within its corporate or limited liability company, as applicable, power, authority and legal right and have been duly authorized by which it is boundall necessary action. The Borrower Each Loan Party has duly authorized, executed and delivered each Transaction Operative Document to which the Borrower it is a party (or such Transaction Documents have been duly and validly assigned to the Borrower and the Borrower has assumed the obligations thereunder), and neither the Borrowersuch Person’s execution and delivery thereof nor its consummation of the transactions contemplated thereby nor its compliance with the terms thereof (a) contravenes in does or will contravene the Organizational Documents, (b) does or will contravene any material respect any Legal Judgment applicable Law to or binding on the Borrower it or any of its properties, (bc) contravenes does or results will contravene or result in any breach of or constitutes constitute any default under, or results result in or requires require the creation of any Lien (other than Permitted Liens) upon any of its property under under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, which contravention, breach, default (d) does or Lien would be reasonably expected to will violate or result in a Material Adverse Effectdefault under any indenture, (c) contravenes the Charter Documents of the Borrowercredit agreement, loan, lease or other agreement or instrument binding upon it or its properties or any Operative Document, or (de) requires does or will require the consent or approval of any Person Person, and with respect to any Governmental Authority, does or will require any registration with, or notice to, or any Applicable Permit other action of, with or by any applicable Governmental Authority, in each case which has not already been obtained or made or which is not required until a later date and is reasonably expected to be obtained on or prior to such date or which, if failed to be obtained, could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Conflict. The Borrower has all necessary limited liability company power execution, delivery and authority and legal right to execute, deliver, and perform this Agreement and performance by each Credit Party of the other Transaction Operative Documents to which it is a party or are within its power, authority and legal right and have been duly authorized by which it is boundall necessary action. The Borrower Each Credit Party has duly authorized, executed and delivered each Transaction Operative Document to which the Borrower it is a party (or such Transaction Operative Documents have been duly and validly assigned to such Credit Party and it has authorized the Borrower assumption thereof, and the Borrower has assumed the obligations of the assignor thereunder), ) and neither the Borrowersuch Credit Party’s execution and delivery thereof nor its consummation of the transactions contemplated thereby nor its compliance with the terms thereof (a) contravenes in does or will contravene the Governing Documents or any material respect any other Legal Requirement applicable Law to or binding on the Borrower it or any of its properties, (b) contravenes does or results will contravene or result in any breach of or constitutes constitute any default under, or results result in or requires require the creation of any Lien (other than Permitted Liens) upon any of its property under under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, which contravention, breach, default (c) does or Lien would be reasonably expected to will violate or result in a Material Adverse Effectdefault under any indenture, (c) contravenes the Charter Documents of the Borrowercredit agreement, loan, lease or other agreement or instrument binding upon it or its properties, or (d) requires does or will require notice to, or the consent or approval of of, any Person Person, and with respect to any Governmental Authority, does or will require any registration with, or any Applicable Permit other action of, with or by any applicable Governmental Authority, in each case which has not already been obtainedobtained and disclosed to Lender (except as set forth in Part II of the Permit Schedule or otherwise provided in Sections 4.8.1 and 4.8.2).

Authorization; No Conflict. The Borrower has execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby by the Company, including, but not limited to, the sale and issuance of the Securities for the Purchase Price, the reservation for issuance of the Underlying Shares required to be reserved pursuant to the terms of the Note, of the issuance the Underlying Shares into which the Note is convertible and the issuance and sale of the Commitment Shares (i) are within the Company’s corporate powers, (ii) have been duly authorized by all necessary limited liability company power action by or on behalf of the Company (and/or its stockholders to the extent required by law), (iii) have received all necessary and/or required governmental, regulatory and authority other approvals and legal right to executeconsents (if any shall be required), deliver(iv) do not and shall not contravene or conflict in any material respect with any provision of, and perform this Agreement and or require any consents under (1) any law, rule, regulation or ordinance, (2) the Company’s organizational documents; and/or (3) any agreement, credit facility, debt or other Transaction Documents instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which it the Company or any Subsidiary is a party or by which it is bound. The Borrower has duly authorized, executed and delivered each Transaction Document to which the Borrower is a party (any property or such Transaction Documents have been duly and validly assigned to the Borrower and the Borrower has assumed the obligations thereunder), and neither the Borrower’s execution and delivery thereof nor its consummation asset of the transactions contemplated thereby nor its compliance with the terms thereof (a) contravenes in any material respect any applicable Law binding on the Borrower Company or any of its properties, (b) contravenes or results in any breach of or constitutes any default under, or results in or requires the creation of any Lien (other than Permitted Liens) upon any of its property under any agreement or instrument to which it Subsidiary is a party or by which it or any of its properties may be bound or affected, which contraventionand (v) other than the Liens granted to the Purchaser pursuant to the Transaction Documents, breachdo not result in, default or require, the creation or imposition of any Lien would be reasonably expected to result in a Material Adverse Effect, (c) contravenes the Charter Documents and/or encumbrance on any of the BorrowerCompany’s properties or revenues pursuant to any law, rule, regulation or (d) requires the consent ordinance or approval of any Person or any Applicable Permit which has not already been obtainedotherwise.

Authorization; No Conflict. The Borrower has all necessary limited liability company power and authority and legal right to execute, deliver, and perform this Agreement and the other Transaction Documents to which it is a party or by which it is bound. The Borrower has duly authorized, executed and delivered each Transaction Operative Document to which the Borrower is a party (or such Transaction Operative Documents have been duly and validly assigned to the Borrower and Borrower has authorized the Borrower assumption thereof, and has assumed the obligations of the assignor thereunder), ) and neither the Borrower’s 's execution and delivery thereof nor its consummation of the transactions contemplated thereby nor its compliance with the terms thereof (a) contravenes in does or will contravene the Governing Documents or any material respect any other Legal Requirement applicable Law to or binding on the Borrower or any of its propertiesproperties which, in the case of such Legal Requirements, could reasonably be expected to have a Material Adverse Effect, (b) contravenes does or results will contravene or result in any breach of or constitutes constitute any default under, or results result in or requires require the creation of any Lien (other than Permitted Liens) upon any of its property under under, any material agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, which contravention, breach, default affected or Lien would be reasonably expected to result in a Material Adverse Effect, (c) contravenes does or will require the Charter Documents of the Borrower, or (d) requires the material consent or approval of any Person Person, and with respect to any Governmental Authority, does or will require any material registration with, or notice to, or any Applicable Permit other action of, with or by any applicable Governmental Authority, in each case which has not already been obtainedobtained and disclosed in writing to Administrative Agent (except as set forth on Exhibit G-1 or otherwise provided in Sections 4.9.1 and 4.9.2).

Authorization; No Conflict. The Borrower has all necessary limited liability company power execution, delivery and authority and legal right to execute, deliver, and perform this Agreement and performance by each Credit Party of the other Transaction Operative Documents to which it is a party or are within its power, authority and legal right and have been duly authorized by which it is boundall necessary action. The Borrower Each Credit Party has duly authorized, executed and delivered each Transaction Operative Document to which the Borrower it is a party (or such Transaction Operative Documents have been duly and validly assigned to such Credit Party and it has authorized the Borrower assumption thereof, and the Borrower has assumed the obligations of the assignor thereunder), ) and neither the Borrowersuch Credit Party’s execution and delivery thereof nor its consummation of the transactions contemplated thereby nor its compliance with the terms thereof (a) contravenes in does or will contravene the Governing Documents or any material respect any other Legal Requirement applicable Law to or binding on the Borrower it or any of its properties, (b) contravenes does or results will contravene or result in any breach of or constitutes constitute any default under, or results result in or requires require the creation of any Lien (other than Permitted Liens) upon any of its property under under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, which contravention, breach, default or Lien would be reasonably expected to result in a Material Adverse Effect, (c) contravenes the Charter Documents does or will violate or constitute (with due notice or lapse of the Borrowertime or both) a default under any indenture, credit agreement, loan, lease or other agreement or instrument binding upon it or its properties, or (d) requires does or will require the consent or approval of any Person Person, and with respect to any Governmental Authority, does or will require any registration with, or notice to, or any Applicable Permit other action of, with or by any applicable Governmental Authority, in each case which has not already been obtainedobtained and is effective and disclosed to Administrative Agent, by Borrower or any other Person; provided the failure to so obtain a Permit shall not be a breach of this Section 4.2, until such Permit is an Applicable Permit or Applicable Third Party Permit.

Authorization; No Conflict. The Borrower has all necessary limited liability company power and authority and legal right to execute, deliver, and perform this Agreement and the other Transaction Documents to which it is a party or by which it is bound. The Borrower has duly authorized, executed and delivered each the Transaction Document Documents to which the Borrower it is a party (or such Transaction Documents have been duly and validly assigned to the Borrower and the Borrower has assumed the obligations thereunder), and neither party. Neither the Borrower’s 's execution and delivery thereof of the Transaction Documents to which it is a party, nor its the consummation of the transactions contemplated thereby nor its compliance with the terms thereof (a) contravenes in any material respect any applicable Law binding on the Borrower or any of its propertiesOrganizational Documents, (b) contravenes any Governmental Rules where such contravention could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Project to be completed, (c) contravenes or results in any breach of or constitutes any default underunder any Governmental Judgment, where such contravention, breach or default could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Project to be completed, (d) contravenes or results in any breach or requires the creation of constitutes any Lien (other than Permitted Liens) upon any of its property default under any agreement or instrument to which it is a party or by which it or any of its revenues, properties or assets may be bound or affectedbound, which except where such contravention, breach, breach or default or Lien would could not reasonably be reasonably expected to result in have a Material Adverse Effect, (c) contravenes or a material adverse effect on the Charter Documents ability of the BorrowerProject to be completed, (e) results in or requires the creation of any Lien upon any of its revenues, properties or assets, except for the Liens created by the Security Documents and Permitted Liens, or (df) requires the consent or approval of any Person other than the Required Consents and any other consents or any Applicable Permit which has not already approvals that have been obtainedobtained and are in full force and effect.

Authorization; No Conflict. The Borrower has all necessary limited liability company power and authority and legal right to execute, deliver, and perform this Agreement and the other Transaction Documents to which it is a party or by which it is bound. The 4.2.1 Borrower has duly authorized, executed and delivered each Transaction Operative Document to which the Borrower is a party (or such Transaction Operative Documents have been duly and validly assigned to the Borrower and Borrower has authorized the Borrower assumption thereof, and has assumed the obligations of the assignor thereunder), ) and neither the Borrower’s 's execution and delivery thereof nor its consummation of the transactions contemplated thereby nor its compliance with the terms thereof (a) contravenes in does or will contravene the Governing Documents or any material respect any other Legal Requirement applicable Law to or binding on the Borrower or any of its propertiesproperties which, in the case of such Legal Requirements, could reasonably be expected to have a Material Adverse Effect, (b) contravenes does or results will contravene or result in any breach of or constitutes constitute any default under, or results result in or requires require the creation of any Lien (other than Permitted Liens) upon any of its property under under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, which contravention, breach, default or Lien would be reasonably expected to result in a Material Adverse Effect, (c) contravenes the Charter Documents of the Borrower, does or (d) requires will require the consent or approval of any Person Person, and with respect to any Governmental Authority, does or will require any registration with, or notice to, or any Applicable Permit other action of, with or by any applicable Governmental Authority, in each case which has not already been obtainedobtained and disclosed in writing to Administrative Agent (except as set forth on Exhibit G-1 or otherwise provided in Section 4.9).

Authorization; No Conflict. The execution, delivery and performance by Borrower has all necessary limited liability company power and of the Operative Documents to which Borrower is a party are within Borrower’s power, authority and legal right to execute, deliver, and perform this Agreement and the other Transaction Documents to which it is a party or have been duly authorized by which it is boundall necessary action. The Borrower has duly authorized, executed and delivered each Transaction Operative Document to which the Borrower is a party (or such Transaction Operative Documents have been duly and validly assigned to the Borrower and Borrower has authorized the Borrower assumption thereof, and has assumed the obligations of the assignor thereunder), ) and neither the Borrower’s execution and delivery thereof nor its consummation of the transactions contemplated thereby nor its compliance with the terms thereof (a) contravenes in does or will contravene the Governing Documents or any material respect any other Legal Requirement applicable Law to or binding on the Borrower Entities or any of its their respective properties, (b) contravenes does or results will contravene or result in any breach of or constitutes constitute any default under, or results result in or requires require the creation of any Lien (other than Permitted Liens) upon any of its Borrower Entity’s property under under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, which contravention, breach, default or Lien would be reasonably expected to result in a Material Adverse Effect, (c) contravenes the Charter Documents of the Borrower, or (d) requires the consent or approval of any Person or any Applicable Permit which has not already been obtained.,

Authorization; No Conflict. The Borrower has all necessary limited liability company power Borrower’s execution and authority and legal right delivery to execute, deliver, and perform Lender of this Agreement and the other Transaction Loan Documents to which it is a party or by which it is bound. The Borrower has duly authorized, executed and delivered each Transaction Document to which the Borrower is a party full and complete performance of the provisions thereof (or such Transaction Documents i) do not violate Borrower’s organizational documents; (ii) have been duly authorized by all requisite actions; (iii) do not require the approval or consent of any Governmental Authority having jurisdiction over Borrower or the Property except for consents or approvals that have been obtained or shall be obtained as construction of the Improvements progresses and validly assigned to the Borrower and the Borrower has assumed the obligations thereunder)no knowledge of information suggesting that any approvals, and neither the Borrower’s execution and delivery thereof nor its consummation licenses and/or permits which have not already been obtained but which will be necessary as construction of the transactions contemplated thereby nor its compliance with Improvements progresses will not be obtained in a timely manner sufficient to allow Substantial Completion of the terms thereof Improvements on or before the Completion Date; and (aiv) contravenes in any material respect any applicable Law binding on the Borrower or any of its properties, (b) contravenes or results will not result in any breach of of, or constitutes any constitute a default under, or results result in or requires the creation of any Lien (other than Permitted Liensthose contained in any of the Loan Documents) upon any property or assets of its property Borrower under any indenture, mortgage, deed of trust, credit agreement or other instrument or agreement to which it Borrower is a party or by which it Borrower or any of its properties may be bound or affected, which contravention, breach, default or Lien would be reasonably expected to result in a Material Adverse Effect, (c) contravenes the Charter Documents of the Borrower, or (d) requires the consent or approval of any Person or any Applicable Permit which has not already been obtainedProperty is bound.

Authorization; No Conflict. The Borrower has all necessary limited liability company power execution, delivery and performance by Borrowers of the Operative Documents to which each of the Borrowers is a party are within each of the Borrower’s power, authority and legal right to execute, deliver, and perform this Agreement and the other Transaction Documents to which it is a party or have been duly authorized by which it is boundall necessary action. The Borrower Each of Borrowers has duly authorized, executed and delivered each Transaction Operative Document to which the Borrower is Borrowers are a party (or such Transaction Operative Documents have been duly and validly assigned to Borrowers and Borrowers have authorized the Borrower assumption thereof, and the Borrower has assumed the obligations of the assignor thereunder), ) and neither the Borrower’s Borrowers’ execution and delivery thereof nor its their consummation of the transactions contemplated thereby nor its their compliance with the terms thereof (a) contravenes in does or will contravene the Governing Documents or any material respect any other Legal Requirement applicable Law to or binding on the Borrower Borrowers or any of its their properties, (b) contravenes does or results will contravene or result in any breach of or constitutes constitute any default under, or results result in or requires require the creation of any Lien (other than Permitted Liens) upon any of its their property under under, any agreement or instrument to which it any of them is a party or by which it they or any of its their properties may be bound or affected, which contravention, breach, default (c) does or Lien would be reasonably expected to will violate or result in a Material Adverse Effectdefault under any indenture, (c) contravenes the Charter Documents of the Borrowercredit agreement, loan, lease or other agreement or instrument binding upon Borrowers or their properties, or (d) requires does or will require the consent or approval of any Person Person, and with respect to any Governmental Authority, does or will require any registration with, or notice to, or any Applicable Permit other action of, with or by any applicable Governmental Authority, in each case which has not already been obtainedobtained and disclosed in writing to Administrative Agent (except as set forth in Part II(A) of the Permit Schedule or otherwise provided in Sections 4.9.1 and 4.9.2).

Authorization; No Conflict. The Borrower has all necessary limited liability company power and authority and legal right to execute, deliver, and perform this Agreement and the other Transaction Documents to which it is a party or by which it is bound. The Borrower has duly authorized, executed and delivered each the Transaction Document Documents to which the Borrower it is a party (or such Transaction Documents have been duly and validly assigned to the Borrower and the Borrower has assumed the obligations thereunder), and neither party. Neither the Borrower’s execution and delivery thereof of the Transaction Documents to which it is a party, nor its the consummation of the transactions contemplated thereby nor its compliance with the terms thereof (a) contravenes in any material respect any applicable Law binding on the Borrower or any of its propertiesOrganizational Documents, (b) contravenes any Governmental Rules where such contravention could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Project to be completed, (c) contravenes or results in any breach of or constitutes any default underunder any Governmental Judgment, where such contravention, breach or default could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Project to be completed, (d) contravenes or results in any breach or requires the creation of constitutes any Lien (other than Permitted Liens) upon any of its property default under any agreement or instrument to which it is a party or by which it or any of its revenues, properties or assets may be bound or affectedbound, which except where such contravention, breach, breach or default or Lien would could not reasonably be reasonably expected to result in have a Material Adverse Effect, (c) contravenes or a material adverse effect on the Charter Documents ability of the BorrowerProject to be completed, (e) results in or requires the creation of any Lien upon any of its revenues, properties or assets, except for the Liens created by the Security Documents and Permitted Liens, or (df) requires the consent or approval of any Person other than the Required Consents and any other consents or any Applicable Permit which has not already approvals that have been obtainedobtained and are in full force and effect.