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EXHIBIT 2 <br />filings, registrations and qualifications with, any Governmental Authority that are necessary for <br />the transaction of its business. <br />7.2 Execution and Performance of Inclusionary Grant Documents. <br />(a) Developer has all requisite authority to execute and perform its obligations <br />under this Agreement. <br />(b) The execution and delivery by Developer of, and the performance by <br />Developer of its obligations under, this Agreement that has been authorized by all necessary <br />action and does not and will not: <br />(i) require any consent or approval not heretofore obtained of any <br />person having any interest in Developer; <br />(ii) violate any provision of, or require any consent or approval not <br />heretofore obtained under, any articles of incorporation, by-laws or other governing document <br />applicable to Developer; <br />(iii) result in or require the creation of any lien, claim, charge or other <br />right of others of any kind (other than under this Agreement and under the contemplated Senior <br />Loan Documents) on or with respect to any property now or hereafter owned or leased by <br />Developer; <br />(iv) to the best of its knowledge, violate any provision of any law <br />presently in effect; or <br />(v) constitute a breach or default under, or permit the acceleration of <br />obligations owed under, any contract, loan agreement, lease or other agreement or document to <br />which Developer is a party or by which Developer or any of its property is bound. <br />(c) Developer is not in default, in any respect that is materially adverse to the <br />interests of City under this Agreement or that would have any material adverse effect on the <br />financial condition of Developer or the conduct of its business, under any law, contract, lease or <br />other agreement or document described in sub -paragraph (iii) or (v) of sub -paragraph (b) of this <br />Section 7.2. <br />(d) Except for the development and construction permitting contemplated to <br />be subsequently obtained under this Agreement, no approval, license, exemption or other <br />authorization from, or filing, registration or qualification with, any Governmental Authority is <br />required which has not been previously obtained in connection with the execution by Developer <br />of, and the performance by Developer of its obligations under, this Agreement. <br />7.3 Financial and Other Information. To the best of Developer's knowledge, all <br />financial information furnished to City by the Developer or any affiliate thereof with respect to <br />Developer in connection with the Inclusionary Grant (a) is complete and correct in all material <br />10 <br />5 53 94.0010 1 \42414134.1 <br />