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Attachment C
<br />into this Project Loan Agreement and the other Financing Documents, and to carry out and
<br />consummate all transactions contemplated hereby and by the other Financing Documents, and by
<br />proper action has duly authorized the execution, delivery and performance of this Project Loan
<br />Agreement and the other Financing Documents. All corporate general partners and all general
<br />partners which are limited liability companies, if any, of the Borrower are duly organized and in
<br />good standing under the laws of their respective states of organization and are duly qualified to
<br />transact business in the State as either domestic or foreign corporations or limited liability
<br />companies, as applicable. All partnership general partners, if any, are duly formed and in good
<br />standing under the laws of their respective states of formation and, to the extent required by the
<br />laws of the State, are duly qualified to transact business in the State as either domestic or foreign
<br />partnerships or limited liability companies, as applicable.
<br />(b) The Borrower has the legal right, power and authority to (i) own its properties and
<br />assets, including, but not limited to, the Project, (ii) to carry on its business as now being conducted
<br />and the Borrower contemplates it to be conducted with respect to the Project and (iii) execute and
<br />deliver, carry out its obligations under, and close the transactions provided for in, the Financing
<br />Documents to which it is a party.
<br />(c) Each of the Financing Documents to which the Borrower is a party has been duly
<br />authorized, executed and delivered by the Borrower and, assuming due authorization, execution
<br />and delivery by the other parties thereto, constitutes the legal, valid and binding obligation of the
<br />Borrower, enforceable against the Borrower in accordance with its respective terms, subject to
<br />bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of
<br />creditors generally and general principles of equity.
<br />(d) No authorization, consent, approval, order, registration, declaration or withholding
<br />of objection on the part of, or filing of or with any governmental authority, other than those already
<br />obtained or those necessary to be obtained during the course of construction of the Project, is
<br />required for the due execution and delivery or approval, as the case may be, by the Borrower of,
<br />and the performance by the Borrower of its obligations under, the Financing Documents.
<br />(e) None of the execution and delivery of the Financing Documents to which the
<br />Borrower is a party, the consummation of the transactions provided for in the Financing
<br />Documents, or the BorrowerÓs fulfillment of or compliance with the terms and conditions of the
<br />Financing Documents (i) violates or will violate any law, rule or regulation of any governmental
<br />agency or body having jurisdiction over the Borrower, or any of its activities or properties, or any
<br />judgment, order, writ, injunction or decree to which the Borrower is subject, or any of the
<br />organizational or other governing documents of the Borrower, (ii) conflicts or will conflict with
<br />any agreement, instrument or license to which the Borrower is now a party or by which it or any
<br />of its properties or assets is bound or results or will result in a breach of, or constitutes or will
<br />constitute a default (with due notice or the passage of time or both) under, any such agreement,
<br />instrument or license, (iii) contravenes or will contravene any such law, rule or regulation or any
<br />such judgment, order, writ, injunction or decree, or (iv) result in the creation or imposition of any
<br />lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the
<br />Borrower, except for any lien, charge or encumbrance permitted under the terms of the Financing
<br />Documents.
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