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<br />1.2 Representations bv Manaqer. Manager represents and warrants to <br />Agency as follows: <br /> <br />1.2.1 Manager has experience in the operation, management and <br />leasing of affordable housing projects similar to the Project and in <br />the coordination of social services to residents with special needs. <br /> <br />1.2.2 Manager and Manager's employees to be assigned to the Project <br />are qualified to perform the duties of the Manager under this <br />Agreement in full compliance with the laws of the State of California <br />and hold all required licenses, certifications and permits necessary <br />to perform such duties. <br /> <br />1.2.3 Manager has full, right power and authority to execute, deliver and <br />perform its obligations under this Agreement. The persons <br />executing this Agreement on behalf of Manager are duly authorized <br />to do so. <br /> <br />ARTICLE II APPOINTMENT <br /> <br />2. Appointment. Agency hereby engages Manager to supervise, direct, and <br />control the management and operation of the Project, subject to the terms and <br />conditions set forth in this Agreement, and Manager hereby accepts such <br />appointment, on the terms and conditions set forth herein. <br /> <br />ARTICLE III TERM AND TERMINATION <br /> <br />3. Term. The term of this Agreement shall commence on September 22, <br />2005, and shall continue until terminated as herein provided. <br /> <br />3.1 Termination for Cause. Agency and Manager shall each have the <br />right to immediately terminate this Agreement upon the occurrence of an Event of <br />Default (as defined in Section 10.1) and the expiration of any applicable cure <br />period. <br /> <br />3.2 Termination Without Cause. Either Party shall have the right to <br />terminate this Agreement without cause by giving the other party not less than <br />sixty (50) days prior written notice of termination. Notwithstanding such 50-day <br />notice period, at the option of Agency, Manager will immediately deliver <br />possession of the Project to Agency and perform the other actions required of the <br />Manager under Section 10.3 on payment to the Manager of the Management <br />Fee which would have accrued to Manager during such 50-day period. If all <br />tenants have been relocated from the Property, the Agency, at its option, may <br />reduce the notice required by this Section to terminate this Agreement to 30 <br />days. If both parties agree in writing, the required notice may be reduced to 10 <br />days. <br /> <br />776633-4 Final <br />