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<br />ARTICLE I <br /> <br />REPRESENTATIONS; <br /> <br />CONDITIONS PRECEDENT TO PROPERTY CONVEYANCE <br /> <br />1.1 Developer's Representations. Developer represents and warrants to Agency as follows, <br />and Developer 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 <br />in this Section 1.1 not to be true, Developer shall immediately give written notice of such fact <br />or condition to Agency. Developer acknowledges that Agency shall rely upon Developer's <br />representations made herein, notwithstanding any investigation made by or on behalf of <br />Agency. <br /> <br />1.1.1 Authority; General Partner. Developer is a limited partnership that is duly <br />organized and in good standing under the State of California. Developer's general partner is a <br />California nonprofit public benefit corporation, duly organized and in good standing under the <br />laws of the State of California and exempt under Section 501(c)(3) of the Internal Revenue <br />Code of 1986, as amended. Developer has full right, power and authority to undertake all <br />obligations of Developer as provided herein, and the execution, performance and delivery of <br />this Agreement by Developer has been duly authorized by all requisite actions. The persons <br />executing this Agreement on behalf of Developer have been duly authorized to do so. This <br />Agreement constitutes a valid and binding obligation of Developer. <br /> <br />1.1.2 No Conflict. Developer's execution, delivery and performance of its obligations <br />under this Agreement will not constitute a default or a breach under any contract, agreement or <br />order to which Developer is a party or by which it is bound. <br /> <br />1.1.3 No Litigation or Other Proceeding. No litigation or other proceeding (whether <br />administrative or otherwise) is outstanding or has been threatened which would prevent, hinder <br />or delay the ability of Developer to perform its obligations under this Agreement. <br /> <br />1.1.4 No Developer Bankruptcy. Developer is not the subject of a bankruptcy <br />proceeding. <br /> <br />1.2 Agency Representations. Agency represents and warrants to Developer as follows, and <br />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 <br />in this Section 1.2 not to be true, Agency shall immediately give written notice of such fact or <br />condition to Developer. Agency acknowledges that Developer shall rely upon Agency's <br />representations made herein, notwithstanding any investigation made by or on behalf of <br />Developer. <br /> <br />1.2.1 Authority. Agency is a public entity duly organized and in good standing under <br />the laws of the State of California. Agency has full right, power and authority to undertake all <br />obligations of Agency as provided herein, and the execution, performance and delivery of this <br />Agreement by Agency have been duly authorized by all requisite actions. The persons <br /> <br />803698-6 <br /> <br />4 <br />