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(2) Authority of Developer. The Developer has full power and
<br />authority to execute and deliver this Agreement, or to be executed and delivered, pursuant to this
<br />Agreement, and to perform and observe the terms and provisions of all of the above.
<br />(3) Authority of Persons Executing Documents. This Agreement and
<br />all other documents or instruments executed and delivered, or to be executed and delivered,
<br />pursuant to this Agreement have been executed and delivered by persons who are duly
<br />authorized to execute and deliver the same for and on behalf of Developer, and all actions
<br />required under the Developer's organizational documents and applicable governing law for the
<br />authorization, execution, delivery and performance of this Agreement and all other documents or
<br />instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement,
<br />have been duly taken.
<br />(4) Valid Binding Agreements. This Agreement and all other
<br />documents or instruments which have been executed and delivered pursuant to or in connection
<br />with this Agreement constitute or, if not yet executed or delivered, will when so executed and
<br />delivered constitute, legal, valid and binding obligations of the Developer enforceable against it
<br />in accordance with their respective terms.
<br />(5) No Breach of Law or Agreement. Neither the execution nor
<br />delivery of this Agreement or of any other documents or instruments executed and delivered, or
<br />to be executed or delivered, pursuant to this Agreement, nor the performance of any provision,
<br />condition, covenant or other term hereof or thereof, will conflict with or result in a breach of any
<br />statute, rule or regulation, or any judgment, decree or order of any court, board, commission or
<br />agency whatsoever binding on the Developer, or any provision of the organizational documents
<br />of the Developer, or will conflict with or constitute a breach of or a default under any agreement
<br />to which the Developer is a party, or will result in the creation or imposition of any lien upon any
<br />assets or property of the Developer, other than liens established pursuant hereto.
<br />(6) Compliance with Laws, Consents and Approvals. The
<br />construction of the Improvements will comply with all applicable laws, ordinances, rules and
<br />regulations of federal, state and local governments and agencies and with all applicable
<br />directions, rules and regulations of the fire marshal, health officer, building inspector and other
<br />officers of any such government or agency.
<br />(7) Pending Proceedings. The Developer is not in default under any
<br />law or regulation or under any order of any court, board, commission or agency whatsoever, and
<br />there are no claims, actions, suits or proceedings pending or, to the knowledge of the Developer,
<br />threatened against or affecting the Developer, at law or in equity, before or by any court, board,
<br />commission or agency whatsoever which might, if determined adversely to the Developer,
<br />materially affect the Developer's ability to develop the Improvements.
<br />(8) Title to Property. Developer holds good and marketable fee title to
<br />the Property and there will exist thereon or with respect thereto no mortgage, lien, pledge or
<br />other encumbrance of any character whatsoever other than those liens approved by the City, liens
<br />for current real property taxes and assessments not yet due and payable, and liens in favor of the
<br />City or approved in writing by the City.
<br />REV: 06-17-2020 PR
<br />1199\09\2727850.8
<br />ATTY/AGR.2020.100/353 Main Street Apartments LP (Page 58 of 143)
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