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formed under the laws of the State), has full legal right, power and authority to enter into the Borrower
<br />Loan Documents to which it is a party, and to carry out and consummate all transactions contemplated by
<br />the Borrower Loan Documents to which it is a party, and by proper corporate limited partnership or
<br />limited liability company action, as appropriate has duly authorized the execution, delivery and
<br />performance of the Borrower Loan Documents to which it is a party. The Person(s) of the Borrower
<br />executing the Borrower Loan Documents and the Funding Loan Documents to which the Borrower is a
<br />party are fully authorized to execute the same. The Borrower Loan Documents and the Funding Loan
<br />Documents to which the Borrower is a party have been duly authorized, executed and delivered by the
<br />Borrower. The sole business of the Borrower is the ownership, management and operation of the Project.
<br />Section 4.1.2 Proceedings; Enforceability. Assuming due execution and delivery by the other
<br />parties thereto, the Borrower Loan Documents and the Funding Loan Documents to which the Borrower
<br />is a party will constitute the legal, valid and binding agreements of the Borrower enforceable against the
<br />Borrower in accordance with their terms; except in each case as enforcement may be limited by
<br />bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally, by the
<br />application of equitable principles regardless of whether enforcement is sought in a proceeding at law or
<br />in equity and by public policy.
<br />Section 4.1.3 No Conflicts. The execution and delivery of the Borrower Loan Documents and
<br />the Funding Loan Documents to which the Borrower is a party, the consummation of the transactions
<br />herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof
<br />and thereof, will not conflict with or constitute a violation or breach of or default (with due notice or the
<br />passage of time or both) under the Partnership Agreement of the Borrower, its bylaws or to the best
<br />knowledge of the Borrower and with respect to the Borrower, any applicable law or administrative rule or
<br />regulation, or any applicable court or administrative decree or order, or any mortgage, deed of trust, loan
<br />agreement, lease, contract or other agreement or instrument to which the Borrower is a party or by which
<br />it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien,
<br />charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower,
<br />which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that
<br />would materially and adversely affect the consummation of the transactions contemplated by the
<br />Borrower Loan Documents and the Funding Loan Documents, or the financial condition, assets,
<br />properties or operations of the Borrower.
<br />Section 4.1.4 Litigation; Adverse Facts. There is no Legal Action, nor is there a basis known
<br />to Borrower for any Legal Action, before or by any court or federal, state, municipal or other
<br />governmental authority, pending, or to the knowledge of the Borrower, after reasonable investigation,
<br />threatened, against or affecting the Borrower, the General Partner or the Guarantor, or their respective
<br />assets, properties or operations which, if determined adversely to the Borrower or its interests, would have
<br />a material adverse effect upon the consummation of the transactions contemplated by, or the validity of,
<br />the Borrower Loan Documents or the Funding Loan Documents, upon the ability of each of Borrower,
<br />General Partner and Guarantor to perform their respective obligations under the Borrower Loan
<br />Documents, the Funding Loan Documents and the Related Documents to which it is a party, or upon the
<br />financial condition, assets (including the Project), properties or operations of the Borrower, the General
<br />Partner or the Guarantor. None of the Borrower, General Partner or Guarantor is in default (and no event
<br />has occurred and is continuing which with the giving of notice or the passage of time or both could
<br />constitute a default) with respect to any order or decree of any court or any order, regulation or demand of
<br />any federal, state, municipal or other governmental authority, which default might have consequences that
<br />would materially and adversely affect the consummation of the transactions contemplated by the
<br />Borrower Loan Documents and the Funding Loan Documents, the ability of each of Borrower, General
<br />Partner and Guarantor to perform their respective obligations under the Borrower Loan Documents, the
<br />Funding Loan Documents and the Related Documents to which it is a party, or the financial condition,
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