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• covenants contained herein shall survive and be effective regardless of whether such contract, deed or other instrument hereafter executed conveying the Project or portion thereof provides that such conveyance is subject to this Agreement. (c) The Owner covenants to obtain the consent of any prior recorded lienholder on the Project to this Agreement and such consent shall by a condition precedent to the issuance of Internal Revenue Service Form 8609 constituting final allocation of the Credit: SECTION 3 - REPRESENTATIONS, COVENANTS AND WARRANTTF.S OF nit, OWNER The Owner hereby represents, covenants and warrants as follows: (a) The Owner (i) is a Limited Partnership duly organized under the laws of Minnesota, and is qualified to transact business under the laws of this State, (ii) has the power and authority to own its properties and assets and to carry on its business as now being conducted, and (iii) has the full legal right, power and authority to execute and deliver this Agreement. (b) The execution and performance of this Agreement by the Owner (i) will not violate or, as applicable, have not violated any provision of law, rule or regulation, or any order of any court or other agency or governmental body, and (ii) will not violate or, as applicable, have not violated any provision of any indenture, agreement, mortgage, mortgage note, or other instrument to which the Owner is a party or by which it or the Project is bound, and (iii) will not result in the creation or imposition of any prohibited encumbrance of any nature. (c) The Owner will, at the time of execution and delivery of this Agreement, have good and marketable title to the premises constituting the Project free and clear of any lien or encumbrance (subject to encumbrances created pursuant to this Agreement, any Loan Documents relating to the Project or other permitted encumbrances). (d) There is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending, or, to the knowledge of the Owner, threatened against or affecting it, or any of its properties or rights, which, if adversely determined, would materially impair its right to carry on business substantially as now conducted (and as now contemplated by this Agreement) or would materially adversely affect its financial condition. (e) The Project constitutes or will constitute a qualified Iow- income building or qualified Iow - income project, as applicable, as defined in Section 42 of the Code and applicable regulations. (f) Each unit'in the Project contains complete facilities for Iiving, sleeping, eating, cooking and sanitation (unless the Project qualified as a single -room occupancy project or 091146 F:IDATANI 100Vf:MM00910C. iM 3