|
<br />10
<br />Little Canada-Lupe - Borrower Loan Agreement - LC Apartments(199386221.3) - 5/12/2026 6:38:21 PM
<br />Section 5.3 Governmental Authorizations and Other Approvals. The Borrower and the
<br />General Partner have all necessary Governmental Actions and qualifications, and have complied with all
<br />applicable Legal Requirements necessary to conduct their business as it is presently conducted and to own,
<br />operate and construct the Project Facilities in accordance with the provisions of the Funding Loan
<br />Documents in all material respects. Except as set forth on Schedule 5 hereto, the Borrower has obtained
<br />all Governmental Actions from such Governmental Authorities which are a necessary precondition to
<br />construct, own and operate the Project Facilities and all such Governmental Actions were duly issued, are
<br />in full force and effect and are not subject to any pending judicial or administrative proceedings, the period
<br />for judicial or administrative appeal or review having expired and no petition for administrative or judicial
<br />appeal or review having been filed. The Project Facilities (upon completion of construction of the Project
<br />Facilities as contemplated in the Plans and Specifications) will comply with all Governmental Actions and
<br />Legal Requirements, including all zoning restrictions (including without limitation, use density, setbacks,
<br />parking and other similar requirements) or the Borrower has a valid variance for or exemption from such
<br />requirements. All Governmental Actions obtained by the Borrower have been validly issued and are in full
<br />force and effect. With respect to any Government Actions not yet obtained, the Borrower knows of no
<br />reason such Governmental Actions will not be timely obtained in the ordinary course of business and as
<br />needed in connection with the construction or operation of the Project Facilities. No such Governmental
<br />Action will terminate, or become void or voidable or terminable, upon any sale, transfer or other disposition
<br />of the Project Facilities including any transfer pursuant to foreclosure sale under the Mortgage.
<br />Section 5.4 Validity and Binding Effect. This Agreement and the other Funding Loan
<br />Documents and the Subordinate Debt Documents to which the Borrower is a party are the legal, valid and
<br />binding obligations of the Borrower, enforceable against it in accordance with their respective terms,
<br />subject to the application by a court of general principles of equity and to the effect of any applicable
<br />bankruptcy, insolvency, reorganization, moratorium or similar Legal Requirement affecting creditors’
<br />rights generally.
<br />Section 5.5 No Litigation. Except as disclosed on Schedule 1 attached hereto, there is no
<br />pending action or proceeding, including eminent domain proceedings, before any Governmental Authority
<br />or arbitrator against or involving the Borrower, the General Partner or to the Borrower’s actual knowledge,
<br />the Project Facilities and, to the actual knowledge of the Borrower and the General Partner, there is no
<br />threatened action or proceeding, including eminent domain proceedings, affecting the Borrower or the
<br />General Partner before any Governmental Authority or arbitrator which, in any case, might materially and
<br />adversely affect the business, operations, assets, condition (financial or otherwise) or prospects of the
<br />Borrower or the General Partner, or the validity or enforceability of this Agreement, the Governmental
<br />Note, the Direct Note, the Subordinate Debt Documents or the Funding Loan Documents or the
<br />construction, operation or ownership of the Project Facilities, or the exclusion from gross income of interest
<br />on the Governmental Note for purposes of federal income taxation or, if specified on the Schedule of
<br />Financial Terms as applicable, the exemption of the Project Facilities from ad valorem real estate taxation
<br />under the laws of the State.
<br />Section 5.6 No Violations. To the actual knowledge of the Borrower and the General Partner,
<br />the Borrower and General Partner are in compliance with, and not in breach of or default under (a) any
<br />applicable Governmental Actions or Legal Requirements with respect to the Project Facilities of any
<br />Governmental Authority having jurisdiction, or (b) the Funding Loan Documents, the Direct Note, the
<br />Subordinate Debt Documents, or any other credit agreement, indenture, mortgage, agreement or other
<br />instrument to which it is a party or otherwise subject. No event has occurred and is continuing which, with
<br />the passage of time or the giving of notice or both, would constitute an event of default under any such
<br />instrument. The Borrower is not in violation, nor is there any notice or other record of any violation of any
<br />Legal Requirements, restrictive covenants or other restrictions applicable to any of the Project Facilities.
|