Common use of Representations of Sponsor Clause in Contracts

Representations of Sponsor. (a) The Sponsor, as of the date hereof, hereby represents to the Purchaser that on and as of the Closing Date: (i) the Sponsor is a duly organized, validly existing Delaware limited partnership; (ii) the execution and delivery of this Agreement by the Sponsor, the consummation by the Sponsor of the transactions contemplated in this Agreement, and the performance of, and compliance with, the terms of this Agreement by the Sponsor, do not conflict with or result in a breach of, violation of, or constitute a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under (1) the organizational documents of the Sponsor, (2) any of the provisions of any law, rule, regulation, judgment, decree, demand, or order (of any federal, state, or local governmental or regulatory authority or court) or the determination of any arbitrator binding on the Sponsor or its interests, (3) any of the provisions of any indenture, mortgage loan, contract, instrument, or other document to which the Sponsor is a party or by which it is bound, or (4) the terms and provisions of the Purchased Assets, or the rules and regulations of the issuer prohibiting or restricting the transfer of the Purchased Assets, if any, with respect thereto; (iii) the Sponsor has the full corporate power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; 4887-1021-0671.6 (iv) this Agreement, assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with the terms hereof, except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, by the application of equitable principles, and by the exercise of judicial discretion in appropriate cases; (v) the Sponsor is not in violation of, and its execution and delivery of this Agreement and its performance of, and compliance with, the terms of this Agreement will not constitute a violation of, any law, any judgment, order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation will affect materially and adversely the ability of the Sponsor to perform its obligations under this Agreement; (vi) to the Sponsor’s knowledge, there is no litigation or investigation pending or threatened in writing directly against the Sponsor before any court, administrative agency or other tribunal to prohibit, or that could reasonably be expected to prohibit, the Sponsor from entering into this Agreement or could reasonably be expected to adversely affect the purchase of the Purchased Assets by the Purchaser or the execution of, delivery by, or enforceability of this Agreement, against the Sponsor; (vii) no consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is required, under federal or state law, for the Sponsor’s execution, delivery and performance of or compliance by the Sponsor with this Agreement, or the consummation by the Sponsor of any transaction contemplated hereby, other than (1) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained, made or given or (2) where the lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Sponsor of its obligations under this Agreement or the Purchaser’s right to transfer and assign the Purchased Assets pursuant to the Trust Agreement or its right to receive Distributions with respect to the Purchased Assets; and (viii) the Sponsor has not dealt with any broker, investment banker, agent or other Person that may be entitled to any commission or compensation in connection with the sale of the Purchased Assets or the consummation of any of the other transactions contemplated hereby. (b) The Sponsor covenants and agrees that it will use all or substantially all of the proceeds from the sale of the Purchased Assets to the Purchaser to promote the availability of affordable multifamily housing projects in the United States by investing in debt and equity securities and other investments that are tied to existing affordable multifamily housing and other similar multifamily assets. 4887-1021-0671.6 (c) The Sponsor covenants and agrees that it will defend, indemnify and hold harmless the Purchaser and the Issuer Indemnified Parties as provided in the Indemnification Agreement. Sponsor shall indemnify the Trustee as provided in the Indemnification Agreement between the Sponsor and the Trustee. (d) Upon discovery by any of the parties hereto of a breach of any of the representations and warranties set forth above which materially and adversely affects the interests of the Purchaser, the value of the Purchased Assets or the interests in the Purchased Assets transferred hereby, the party discovering such breach shall give prompt written notice of such breach to the other party. (e) With respect to any representation or warranty in this Agreement that is qualified by the words “to Sponsor’s knowledge” or words of like import mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the officers and employees of the Sponsor directly responsible for managing, administering and transferring the Purchased Assets on behalf of the Sponsor, in each case without having conducted any independent inquiry into such matters and without any obligation to have done so.

Representations of Sponsor. (a) The Sponsor, as of the date hereof, hereby represents to the Purchaser Authority that on and as of the Closing Amendment Date: (i) the Sponsor is a duly organized, validly existing Delaware limited partnership; (ii) the execution and delivery of this Agreement by the Sponsor, the consummation by the Sponsor of the transactions contemplated in this Agreement, and the performance of, and compliance with, the terms of this Agreement by the Sponsor, do not conflict with or result in a breach of, violation of, or constitute a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under (1) the organizational documents of the Sponsor, (2) any of the provisions of any law, rule, regulation, judgment, decree, demand, or order (of any federal, state, or local governmental or regulatory authority or court) or the determination of any arbitrator binding on the Sponsor or its interests, (3) any of the provisions of any indenture, mortgage loan, contract, instrument, or other document to which the Sponsor is a party or by which it is bound, or (4) the terms and provisions of the Purchased SCE Assets, or the rules and regulations of the issuer prohibiting or restricting the transfer of the Purchased SCE Assets, if any, with respect thereto; (iii) the Sponsor has the full corporate power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement; 4887-1021-0671.6; (iv) this Agreement, assuming due authorization, execution and delivery by the PurchaserAuthority, constitutes a legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with the terms hereof, except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, by the application of equitable principles, and by the exercise of judicial discretion in appropriate cases; (v) the Sponsor is not in violation of, and its execution and delivery of this Agreement and its performance of, and compliance with, the terms of this Agreement will not constitute a violation of, any law, any judgment, order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation will affect materially and adversely the ability of the Sponsor to perform its obligations under this Agreement; (vi) to the Sponsor’s knowledge, there is no litigation or investigation pending or threatened in writing directly against the Sponsor before any court, administrative agency or other tribunal to prohibit, or that could reasonably be expected to prohibit, the Sponsor from entering into this Agreement or could reasonably be expected to adversely affect the purchase acquisition of the Purchased SCE Assets by the Purchaser Authority or the execution of, delivery by, or enforceability of this Agreement, against the Sponsor; (vii) no consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is required, under federal or state law, for the Sponsor’s execution, delivery and performance of or compliance by the Sponsor with this Agreement, or the consummation by the Sponsor of any transaction contemplated hereby, other than (1) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained, made or given or (2) where the lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Sponsor of its obligations under this Agreement or the PurchaserAuthority’s right to transfer and assign the Purchased SCE Assets pursuant to the Trust Agreement or its right to receive Distributions with respect to the Purchased SCE Assets; and (viii) the Sponsor has not dealt with any broker, investment banker, agent or other Person that may be entitled to any commission or compensation in connection with the sale transfer of the Purchased SCE Assets or the consummation of any of the other transactions contemplated hereby. (b) The Sponsor covenants and agrees that it has and will use all or substantially all of the proceeds from the sale of the Purchased Assets to the Purchaser continue to promote the availability of affordable multifamily housing projects in the United States by investing in debt and equity securities and other investments that are tied to existing affordable multifamily housing and other similar multifamily assets. 4887-1021-0671.6. (c) The Sponsor covenants and agrees that it will defend, indemnify and hold harmless this Agreement is one of the Purchaser and the Issuer Indemnified Parties “Trust Documents” as provided defined in the Indemnification Agreement. Sponsor shall indemnify the Trustee as provided in the that Indemnification Agreement between the Sponsor and the TrusteeAuthority dated November 1, 2023 and that the indemnification provided therein to the Issuer Indemnified Parties by the Sponsor extends to and includes the Transaction and the execution and delivery of this Agreement and the Trust Amendment by the Authority. (d) Upon discovery by any of the parties hereto of a breach of any of the representations and warranties set forth above which materially and adversely affects the interests of the PurchaserAuthority, the value of the Purchased SCE Assets or the interests in the Purchased SCE Assets transferred hereby, the party discovering such breach shall give prompt written notice of such breach to the other party. (e) With respect to any representation or warranty in this Agreement that is qualified by the words “to Sponsor’s knowledge” or words of like import mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the officers and employees of the Sponsor directly responsible for managing, administering and transferring the Purchased SCE Assets on behalf of the Sponsor, in each case without having conducted any independent inquiry into such matters and without any obligation to have done so.