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<br />formed and in good standing under the laws of their respective states of formation and, to
<br />the extent required by the laws of the Property Jurisdiction, are duly qualified to transact
<br />business in the Property Jurisdiction as either domestic or foreign partnerships or limited
<br />liability companies, as applicable.
<br />(b) Borrower has the legal right, power and authority (i) to own its properties
<br />and assets, including, but not limited to, the Project, (ii) to carry on its business as now
<br />being conducted and Borrower contemplates it to be conducted with respect to the Project
<br />and (iii) to execute and deliver, carry out its obligations under, and close the transactions
<br />provided for in the Financing Documents to which it is a party.
<br />(c) Each of the Financing Documents to which Borrower is a party has been
<br />duly authorized, executed and delivered by Borrower and, assuming due authorization,
<br />execution and delivery by the other parties thereto, constitutes the legal, valid and binding
<br />obligation of Borrower, enforceable against Borrower in accordance with its respective
<br />terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar
<br />laws affecting the rights of creditors generally and general principles of equity.
<br />(d) No authorization, consent, approval, order, registration, declaration or
<br />withholding of objection on the part of, or filing of or with any governmental authority,
<br />other than those already obtained or those necessary to be obtained during the course of
<br />rehabilitation of the Project, is required for the due execution and delivery or approval, as
<br />the case may be, by Borrower of, and the performance by Borrower of its obligations under,
<br />the Financing Documents.
<br />(e) None of the execution and delivery of the Financing Documents to which
<br />Borrower is a party, the consummation of the transactions provided for in the Financing
<br />Documents, or Borrower’s fulfillment of or compliance with the terms and conditions of
<br />the Financing Documents (i) violates or will violate any law, rule or regulation of any
<br />governmental agency or body having jurisdiction over Borrower, or any of its activities or
<br />properties, or any judgment, order, writ, injunction or decree to which Borrower is subject,
<br />or any of the organizational or other governing documents of Borrower, (ii) conflicts or
<br />will conflict with any agreement, instrument or license to which Borrower is now a party
<br />or by which it or any of its properties or assets is bound or results or will result in a breach
<br />of, or constitutes or will constitute a default (with due notice or the passage of time or both)
<br />under, any such agreement, instrument or license, (iii) contravenes or will contravene any
<br />such law, rule or regulation or any such judgment, order, writ, injunction or decree, or (iv)
<br />result in the creation or imposition of any lien, charge or encumbrance of any nature
<br />whatsoever upon any of the property or assets of Borrower, except for any lien, charge or
<br />encumbrance permitted under the terms of the Financing Documents.
<br />(f) Reserved.
<br />(g) There is no action, suit, proceeding, inquiry or investigation pending or, to
<br />Borrower’s knowledge, threatened against or affecting Borrower or any of its properties
<br />(including, without limitation, the Project), which, if adversely determined, would (i)
<br />impair the right of Borrower to carry on its business substantially as now conducted and as
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