Common use of Representations by Borrower Clause in Contracts

Representations by Borrower. Borrower represents and warrants to Lender that (before and after giving effect to this Amendment): Each of Borrower and Guarantor has the power and authority and the legal right, to make, deliver and perform this Amendment and has taken all necessary limited partnership, limited liability company or other action to authorize the execution, delivery and performance of this Amendment. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of this Amendment or the execution, delivery, performance, validity or enforceability of this Amendment which has not been obtained. This Amendment has been duly executed and delivered on behalf of each of Borrower and Guarantor. This Amendment constitutes a legal, valid and binding obligation of Borrower and of each Guarantor, enforceable against Borrower and each Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) The execution, delivery and performance of this Amendment will not violate any Legal Requirements or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of Borrower’s or each Guarantor’s organizational documents or any agreement or instrument to which Borrower and/or each Guarantor is a party or by which it is bound, or any order or decree applicable to Borrower and/or each Guarantor, or result in the creation or imposition of any lien on any of Borrower’s and/or each Guarantor’s assets or property (other than pursuant to the Loan Documents). There are no judicial, administrative actions, investigations, suits or other proceedings, including, without limitation, any condemnation or eminent domain proceedings, pending or threatened against or affecting Borrower, Guarantor or any Individual Property which, if adversely determined, could have a material adverse effect on the Borrower, Guarantor or the Property, other than unfair labor practice allegations filed by UNITE HERE! Local 878 against the Sheraton Anchorage Hotel in connection with an impasse in the negotiations of a new collective bargaining agreement and the withdrawal of recognition of the union by a majority of employees in May of 2010, and the pending NLRB administrative law proceedings and anticipated appeals in connection therewith, (ii) the Property is in good operating condition and repair (ordinary wear and tear excepted) and Borrower has not received any notice from a Governmental Authority claiming or asserting that any Individual Property does not comply in all material respects with all Legal Requirements, which notice has not been complied with, and (iii) all real estate taxes (and assessments) affecting each Individual Property are current and all insurance required to be maintained in respect of the Individual Properties is in full force and effect. Each of the representations and warranties made by Borrower and/or each Guarantor herein is true and correct in all material respects on and as of the date hereof as if made on and as of such date and will survive the execution and delivery of and consummation of all transactions under this Amendment. No Event of Default, has occurred and is continuing, or will result from the consummation of the transactions contemplated by this Amendment.

Representations by Borrower. Borrower represents and warrants to Lender that (before and after giving effect to this Amendment): Each of ): (a) Borrower and Guarantor has the power and authority and the legal right, to make, deliver and perform this Amendment Agreement and has taken all necessary limited partnership, limited liability company corporate or other action to authorize the execution, delivery and performance of this Amendment. Agreement. (b) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority governmental authority or any other Person person is required in connection with the consummation of this Amendment Agreement or the execution, delivery, performance, validity or enforceability of this Amendment which has not been obtained. This Amendment has been duly executed and delivered on behalf of each of Borrower and Guarantor. Borrower. (c) This Amendment constitutes a legal, valid and binding obligation of Borrower and of each GuarantorBorrower, enforceable against Borrower and each Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (d) The execution, delivery and performance of this Amendment will not violate any Legal Requirements requirements of law or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of Borrower’s or each Guarantor’s organizational documents or any agreement or instrument to which Borrower and/or each Guarantor is a party or by which it is bound, or any order or decree applicable to Borrower and/or each GuarantorBorrower, or result in the creation or imposition of any lien on any of Borrower’s and/or each Guarantor’s assets or property property. (other than pursuant to the Loan Documents). e) There are no judicial, administrative actions, investigations, suits or other proceedings, including, without limitation, any condemnation or eminent domain proceedings, pending or threatened against or affecting Borrower, Guarantor or any Individual Property Borrower which, if adversely determined, could have a material adverse effect on the Borrower, Guarantor or the Property, other than unfair labor practice allegations filed by UNITE HERE! Local 878 against the Sheraton Anchorage Hotel in connection with an impasse in the negotiations of a new collective bargaining agreement and the withdrawal of recognition of the union by a majority of employees in May of 2010, and the pending NLRB administrative law proceedings and anticipated appeals in connection therewith, (ii) the Property is in good operating condition and repair (ordinary wear and tear excepted) and Borrower has not received any notice from a Governmental Authority claiming or asserting that any Individual Property does not comply in all material respects with all Legal Requirements, which notice has not been complied with, and (iii) all real estate taxes (and assessments) affecting each Individual Property are current and all insurance required to be maintained in respect of the Individual Properties is in full force and effect. Each of the representations and warranties made by Borrower and/or each Guarantor herein is true and correct in all material respects on and as of the date hereof as if made on and as of such date and will survive the execution and delivery of and consummation of all transactions under this Amendment. No Event of Default, has occurred and is continuing, or will result from the consummation of the transactions contemplated by this Amendment.

Representations by Borrower. The Borrower represents makes the following representations as the basis for its undertakings under this Agreement: (a) The Borrower is a duly created and warrants to Lender that validly existing “local government” (before as defined in Section 5.1-30.1 of the Act) of the Commonwealth and after giving effect to this Amendment): Each is vested with the rights and powers conferred upon it by the laws of the Commonwealth. (b) The Borrower and Guarantor has the full right, power and authority to (i) adopt the Local Resolution and execute and deliver this Agreement, the Support Agreement and the legal rightother documents related thereto, (ii) issue, sell and deliver its Local Bond to makethe Authority, deliver (iii) own and perform operate the Airport, (iv) fix, charge and collect charges for the use of and for the services furnished by the Airport, (v) construct, acquire, equip and/or undertake the Project (as described in Exhibit B) and finance or refinance the Project Costs by borrowing money for such purpose pursuant to this Amendment Agreement and has taken the issuance of its Local Bond, (vi) pledge the Revenues to the payment of the Local Bond, and (vii) carry out and consummate all necessary limited partnershipof the transactions contemplated by the Local Resolution, limited liability company or other action this Agreement, the Support Agreement and the Local Bond. (c) This Agreement, the Support Agreement and the Local Bond were duly authorized by the Local Resolution and are in substantially the same forms as authorized by the Borrower’s governing body at its meeting at which the Local Resolution was adopted. (d) All governmental permits, licenses, registrations, certificates, authorizations and approvals required to authorize have been obtained as of the execution, date of the delivery and performance of this Amendment. No consent or authorization ofAgreement have been obtained for (i) the Borrower’s adoption of the Local Resolution, filing with, notice to or other act (ii) the execution and delivery by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation Borrower of this Amendment Agreement, the Support Agreement and the Local Bond, (iii) the performance and enforcement of the obligations of the Borrower thereunder, (iv) the construction, acquisition, equipping and/or undertaking of the Project, and (v) the operation and use of the Airport. The Borrower knows of no reason why any such required governmental permits, licenses, registrations, certificates, authorizations or approvals not obtained as of the execution, delivery, performance, validity or enforceability date hereof cannot be obtained as needed. (e) Each of this Amendment which has not been obtained. This Amendment Agreement and Support Agreement has been duly executed and delivered on behalf by duly authorized officials of each of the Borrower and Guarantor. This Amendment constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms. (f) When executed and delivered in accordance with the Local Resolution and this Agreement, the Local Bond will have been executed and delivered by duly authorized officials of the Borrower and will constitute a legal, valid and binding limited obligation of each Guarantor, the Borrower enforceable against the Borrower and each Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles . (whether enforcement is sought by proceedings in equity or at lawg) The executionissuance of the Local Bond, the adoption of the Local Resolution, the execution and delivery and performance of this Amendment Agreement and the Support Agreement, and the performance by the Borrower of its obligations thereunder do not and will not violate any Legal Requirements or conflict with, result in a breach of, or constitute a default underbreach or result in a violation of, (i) to the best of the Borrower’s knowledge, any federal or Virginia constitutional or statutory provision, (ii) any organizational documents of the terms, conditions or provisions of any of Borrower’s or each Guarantor’s organizational documents Borrower or any agreement or other instrument to which the Borrower and/or each Guarantor is a party or by which it is bound, or any order or decree applicable to Borrower and/or each Guarantor, or result in the creation or imposition of any lien on any of Borrower’s and/or each Guarantor’s assets or property (other than pursuant to the Loan Documents). There are no judicial, administrative actions, investigations, suits or other proceedings, including, without limitation, any condemnation or eminent domain proceedings, pending or threatened against or affecting Borrower, Guarantor or any Individual Property which, if adversely determined, could have a material adverse effect on the Borrower, Guarantor or the Property, other than unfair labor practice allegations filed by UNITE HERE! Local 878 against the Sheraton Anchorage Hotel in connection with an impasse in the negotiations of a new collective bargaining agreement and the withdrawal of recognition of the union by a majority of employees in May of 2010, and the pending NLRB administrative law proceedings and anticipated appeals in connection therewith, (ii) the Property is in good operating condition and repair (ordinary wear and tear excepted) and Borrower has not received any notice from a Governmental Authority claiming or asserting that any Individual Property does not comply in all material respects with all Legal Requirements, which notice has not been complied with, and (iii) all real estate taxes (and assessments) affecting each Individual Property are current and all insurance required to be maintained in respect of the Individual Properties is in full force and effect. Each of the representations and warranties made by Borrower and/or each Guarantor herein is true and correct in all material respects on and as of the date hereof as if made on and as of such date and will survive the execution and delivery of and consummation of all transactions under this Amendment. No Event of Default, has occurred and is continuing, or will result from the consummation of the transactions contemplated by this Amendment.or