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Section 5.01. Organization. The Developer is a limited partnership, duly organized, <br /> validly existing and in good standing under the laws of the State of Texas and authorized to conduct <br /> business in the State of Texas. The obligations of Developer under this Agreement may lawfully <br /> be conducted by the Developer. <br /> Section 5.02. Authority. The execution, delivery and performance by the Developer of <br /> this Agreement are within the Developer's powers and have been duly authorized by all necessary <br /> action of the Developer. <br /> Section 5.03. No Conflicts. Neither the execution and delivery of this Agreement, nor <br /> the consummation of any of the transactions herein contemplated, nor compliance with the terms <br /> and provisions hereof will contravene the organizational documents of the Developer or, to <br /> Developer's actual knowledge, any provision of law, statute, rule or regulation to which the <br /> Developer is subject or any judgment,decree,license,order or permit applicable to the Developer, <br /> or will conflict or be inconsistent with, or will result in a material breach of any of the material <br /> terns of the covenants, conditions or provisions of, or constitute a delay under, or result in the <br /> creation or imposition of a lien upon any of the property or assets of the Developer pursuant to the <br /> terms of any indenture, mortgage, deed of trust, agreement or other instrument to which the <br /> Developer is a parry or, to the knowledge of the Developer, by which the Developer is bound, or <br /> to which the Developer is subject. <br /> Section 5.04.No Consents. No consent, authorization,approval,order or other action by, <br /> and no notice to or filing with, any court or governmental authority or regulatory body or third <br /> party is required for the due execution,delivery and performance by the delivery of this Agreement <br /> or the consummation of the transactions contemplated hereby or thereby. <br /> Section 5.05. Valid and Binding Obligation. This Agreement is the legal, valid and <br /> binding obligation of the Developer, enforceable against the Developer in accordance with its <br /> 7 <br />