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202208480 <br />and assets and to carry on its business as now being conducted (and as <br />contemplated by this Agreement) and (iii) has the full legal right, power and <br />authority to execute and deliver this Agreement and to perform all the <br />undertakings of the Owner hereunder. <br />(b) The execution and performance of this Agreement by the Owner <br />will not (i) violate or, as applicable, has not violated any provision of law, rule <br />or regulation or any order of any court or other agency or governmental <br />body, (ii) violate or, as applicable, has not violated any provision of any <br />indenture, agreement, mortgage, mortgage note or other instrument to <br />which the Owner is a party or by which it or its property is bound and <br />(iii) result in the creation or imposition of any prohibited lien, charge or <br />encumbrance of any nature. <br />(c) The Owner will, at the time of execution and delivery of this <br />Agreement, have good and marketable title to the premises constituting the <br />Project free and clear of any prior lien or encumbrance. <br />(d) There is no action, suit or proceeding at law or in equity or by or <br />before any governmental instrumentality or other agency now pending or, to <br />the knowledge of the Owner, threatened against or affecting it, or any of its <br />properties or rights, which, if adversely determined, would materially impair <br />its right to carry on business substantially as now conducted (and as <br />contemplated by this Agreement) or would materially adversely affect its <br />financial condition. <br />(e) The Owner will take any lawful action (including the amendment <br />of this Agreement as may be necessary, in the opinion of the Authority) to <br />comply fully with the Code and all applicable rules, rulings, policies, <br />procedures, regulations or other official statements promulgated or <br />proposed by the Department of the Treasury, the IRS, or the United States <br />Department of Housing and Urban Development. <br />Section 3. Residential Rental Project. The Owner hereby agrees that the <br />Project is to be developed, owned, managed and operated for the Affordability <br />Period as "residential rental property," as such phrase is used in Section 42(d) of the <br />Code, on a continuous basis during the Affordability Period. To that end, the Owner <br />hereby represents, covenants, warrants and agrees as follows: <br />7 Final 12/21 <br />