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the "Developer Documents ") and to enter into the <br />transactions contemplated by the Developer Documents, <br />and the execution, delivery and performance of said <br />instruments have been duly authorized by all necessary <br />action. <br />(c) Neither the execution and delivery of the <br />Developer Documents, the consummation of the <br />transactions contemplated thereby nor the fulfillment of <br />or compliance with the terms and conditions of the <br />Developer Documents conflicts with or results in any <br />breach or violation of any of the terms, conditions or <br />provisions of any applicable laws, including <br />regulations, or any agreement or instrument to which the <br />Developer is now a party or by which it is hound, or <br />constitutes a default under any of the foregoing. <br />(d) •The Deed of Trust shall create a valid firot <br />lien on the Development in favor of the Agency and MBIA <br />as their interests may appear, which firot lien, at <br />least with respect to MBIA, shall be maintained for the <br />term of this Agreement. <br />(e) The Developer shall furnish to MBIA (i) an <br />executed copy of this Agreement, (ii) a title insurance <br />policy in standard ALTA tender's form and in an arnount <br />at least equal to the face amount of the Note <br />satisfactory to MBIA insuring the first lien priority of <br />the Deed of Trust containing only such exceptions as are <br />approved by the Agency and MBIA and (iii) such opinion <br />of the Developer's legal counsel and certified <br />resolutions evidencing necessary or appropriate <br />corporate action, and other documents as may reasonably <br />be requested by the Agency and MBIA. <br />(E) The Developer shall continuously maintain the <br />insurance required to be maintained pursuant to the Deed <br />of Trust and shall deliver to MBIA all policies <br />evidencing such insurance, provided that in lieu of such <br />policies a certificate or certificates of the respective <br />insurers attesting the fact that the insurance required <br />by the Deed of Trust is in force and effect may be <br />delivered to MBIA. <br />ARTICLE II <br />DELIVERY AND RECORDATION OF DEED OF TRUST <br />Section 2.01. Delivery of Deed of Trust. The <br />Developer shall deliver to MBIA on the date of the execution <br />of this Agreement a certified copy of the duly executed and <br />3 <br />