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necessary or where failure to qualify could have a material adverse effect on its financial <br />condition or the performance of its obligations under the Loan Documents. Vista Del Rio is in <br />compliance with all laws applicable to its business and has obtained all approvals, licenses, <br />exemptions and other authorizations from, and has accomplished all filings, registrations and <br />qualifications with, any Governmental Authority that are necessary for the transaction of its <br />business. <br />9.2 Execution and Performance of Loan Documents. <br />9.2.1 Vista Del Rio has all requisite authority to execute and <br />perform its obligations under the Loan Documents. <br />9.2.2 The execution and delivery of Vista Del Rio of, and the <br />performance by Vista Del Rio of its obligations under, each Loan Document has been authorized <br />by all necessary action and does not and will not: <br />(a) require any consent or approval not heretofore <br />obtained of any person having any interest in Vista Del Rio; <br />(b) violate any provision of, or require any consent or <br />approval not heretofore obtained under, any articles of incorporation, by-laws or other governing <br />document applicable to Vista Del Rio; <br />(c) result in or require the creation of any lien, claim, <br />charge or other right of others of any kind (other than under the City Loan Documents) on or <br />with respect to any property now or hereafter owned or leased by Vista Del Rio; <br />(d) violate any provision of any law presently in effect; <br />or <br />(e) constitute a breach or default under, or permit the <br />acceleration of obligations owed under, any contract, loan agreement, lease or other agreement or <br />document to which Vista Del Rio is a party or by which Vista Del Rio or any of its property is <br />bound. <br />9.2.3 Vista Del Rio is not in default, in any respect that is materially adverse <br />to the interests of City under the Loan Documents or that would have any material adverse effect <br />on the financial condition of Vista Del Rio or the conduct of its business, under any law, <br />contract, lease or other agreement or document described in sub-paragraph (d) or (e) of the <br />previous subsection. <br />9.2.4 No approval, license, exemption or other authorization from, or <br />filing, registration or qualification with, any Governmental Authority is required which has not <br />been previously obtained in connection with: <br />(a) the execution of Vista Del Rio of, and the <br />18 <br />80A-94 <br />