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<br />{00149157 12} 5.
<br />Developer is duly organized under the laws of Delaware and, to the best of the
<br />Developer’s knowledge, is not in violation of any of its organizational documents.
<br />Developer has the authority to execute this Master Agreement.
<br />
<br />b. The Developer has the authority to execute, deliver and perform its obligations
<br />under this Master Agreement.
<br />
<br />c. The Developer is not in default under any lease, contract, or agreement to which it
<br />is a party or by which it is bound which would affect its performance under this
<br />Master Agreement. The Developer is not a party to or bound by any mortgage,
<br />lien, lease, agreement, instrument, order, judgment, or decree that would prohibit
<br />the execution or performance of this Master Agreement by the Developer or
<br />prohibit any of the transactions provided for herein.
<br />
<br />d. To the best of its knowledge, the Developer is in compliance with all applicable
<br />federal, state and local statutes, laws, ordinances and regulations including, without
<br />limitation, any permits, licenses, and applicable zoning, environmental, or other
<br />laws, ordinances, or regulations affecting the Developer’s Property or the
<br />Development.
<br />
<br />e. The Developer has the ability to fulfill its financial obligations under this Master
<br />Agreement.
<br />
<br />3.3 Representations by Owner
<br />
<br />The Owner makes the following representations as the basis for the undertakings on its part
<br />contained herein:
<br />
<br />a. Owner is a limited liability company duly organized under the laws of Delaware
<br />and, to the best of the Owner’s knowledge, is not in violation of any of its
<br />organizational documents. Owner has the authority to execute this Master
<br />Agreement and to perform its obligations under this Master Agreement.
<br />
<br />b. Owner is not in default under any lease, contract, or agreement to which it is a party
<br />or by which it is bound which would affect its performance under this Master
<br />Agreement. Owner is not a party to or bound by any mortgage, lien, lease,
<br />agreement, instrument, order, judgment, or decree that would prohibit the execution
<br />or performance of this Master Agreement by Owner or prohibit any of the
<br />transactions provided for herein.
<br />
<br />c. To the best of its knowledge, Owner is in compliance with all applicable federal,
<br />state and local statutes, laws, ordinances and regulations including, without
<br />limitation, any permits, licenses, and applicable zoning, environmental, or other
<br />laws, ordinances, or regulations affecting the Owner’s Property or the development
<br />thereof, as contemplated herein.
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