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<br />(B) The La Porte Zone has the power, authority and legal right to enter into <br />and perform this Agreement and the execution, delivery and performance hereof (i) have <br />been duly authorized, (ii) to the best of its knowledge, will not violate any applicable <br />judgment, order, law or regulation, and (iii) do not constitute a default under, or result in <br />the creation of, any lien, charge, encumbrance or security interest upon any assets of the <br />La Porte Zone under any agreement or instrument to which the La Porte Zone is a party <br />or by which the La Porte Zone or its assets may be bound or affected. <br /> <br />(C) The Project, the Public Improvements and the Project Costs are <br />components of or are consistent with the Project Plan. <br /> <br />(D) This Agreement has been duly authorized, executed and delivered by the <br />La Porte Zone and constitutes a legal, valid and binding obligation of the La Porte Zone, <br />enforceable in accordance with its terms except to the extent that (i) the enforceability of <br />such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium <br />or other similar laws of general application in effect from time to time relating to or <br />affecting the enforcement of creditors' rights and (ii) certain equitable remedies including <br />specific performance may be unavailable. <br /> <br />(E) The execution, delivery and performance of this Agreement by the <br />La Porte Zone does not require the consent or approval of any person which has not been <br />obtained. <br /> <br />2.3 Representations of the Developer. The Developer hereby represents to the <br />La Porte Authority and the La Porte Zone that: <br /> <br />(A) The Developer is duly authorized, created and existing in good standing <br />under the laws of the State and is qualified to do business in the State. <br /> <br />(B) The Developer has the power, authority and legal right to enter into and <br />perform its obligations set forth in this Agreement, and the execution, delivery and <br />performance hereof, (i) have been duly authorized by requisite corporate action, (ii) will <br />not, to the best of its knowledge, violate any judgment, order, law or regulation <br />applicable to the Developer or any provisions of the Developer's by laws or limited <br />partnership agreement, and (iii) do not constitute a default under or result in the creation <br />of, any lien, charge, encumbrance or security interest upon any assets of the Developer <br />under any agreement or instrument to which the Developer is a party or by which the <br />Developer or its assets may be bound or affected. <br /> <br />(C) The Developer will have sufficient capital to perform its obligations under <br />this Agreement at the time it needs to have sufficient capital. <br /> <br />C' <br /> <br />(D) This Agreement has been duly authorized, executed and delivered and <br />constitutes a legal, valid and binding obligation of the Developer, enforceable in <br />accordance with its terms except to the extent that (i) the enforceability of such <br />instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or <br />other similar laws of general application in effect from time to time relating to or <br /> <br />5 <br /> <br />HOU:2322718.7 <br />