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<br />ARTICLE II <br /> <br />REPRESENTATIONS; EFFECTIVE DATE AND TERM <br /> <br />2.1 Owner's Representations. Owner represents and warrants to Agency as follows, <br />and Owner covenants that until the expiration or earlier termination of this Agreement, upon <br />leaming of any fact or condition which would cause any of the warranties and representations in <br />this Section 2.1 not to be true, Owner shall immediately give written notice of such fact or <br />condition to Agency. Owner acknowledges that Agency shall rely upon Owner's representations <br />made herein notwithstanding any investigation made by or on behalf of Agency. <br /> <br />(i) Authority. Owner is a non-profit public benefit corporation duly <br />organized and in good standing under the laws of the State of Califomia. Owner has the full <br />right, power and authority to undertake all obligatiolls of Owner as provided herein, and Owner's <br />execution, performance and delivery of this Agreement, the Regulatory Agreement, the Agency <br />Loan Documents and the City Loan Documents by Owner has been duly authorized by all <br />requisite actions. The persons executing this Agreement on behalf of Owner have been duly <br />authorized to do so. This Agreement, the Regulatory Agreement, and each ofthe Agency Loan <br />Documents and the City Loan Documents constitute a valid and binding obligation of Owner. <br /> <br />(ii) No Conflict. Owner's execution, delivery and performance of its <br />obligations under this Agreement, the Regulatory Agreement, the Agency Loan Documents and <br />the City Loan Documents will not constitute a default or a breach under any contract, agreement <br />or order to which Owner is a party or by which it ib bound. <br /> <br />(iii) No Litigation or Other Proceeding. No litigation or other proceeding <br />(whether administrative or otherwise) is outstanding or has been threatened which would <br />prevent, hinder or delay the ability of Owner to perform its obligations under this Agreement, the <br />Regulatory Agreement, the Agency Loan Documents and the City Loan Documents. <br /> <br />(iv) No Owner Bankruptcy. Owner is not the subject of a bankruptcy or <br />insolvency proceeding. <br /> <br />2.2 Agency Representations. Agency represents and warrants to Owner as follows, <br />and Agency covenants that until the expiration or earlier termination of this Agreement, upon <br />learning of any fact or condition which would cause any of the warranties and representations in <br />this Section 2.2 not to be true, Agency shall immediately give written notice of such fact or <br />condition to Owner. Agency acknowledges that Owner shall rely upon Agency's representations <br />made herein notwithstanding any investigation made by or on behalf of Owner. <br /> <br />(i) Authority. Agency is a public entity duly organiz~d and in good standing <br />under the laws of the State of California. Agency has the full right, power and authority to <br />undertake all obligations of Agency as provided herein, and the execution, performance and <br />delivery of this Agreement by Agency have been duly authorized by all requisite actions. The <br />persons executing this Agreement on behalf of Agency have been duly authorized to do so. This <br />Agreement constitutes a valid and binding obligation of Agency. <br /> <br />818642.2 <br /> <br />5 <br />