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this Section 28 not to be true, Developer shall immediately give written notice of such fact or <br />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 Agency. <br />(i) Authority. Developer is a limited liability company, duly organized and in <br />good standing under the laws of the State of Delaware and in good standing and authorized to do <br />business in the State of California. Developer's manager and sole member is Edward J. Miller. <br />Developer has the full right, power and authority to undertake all obligations of Developer as <br />provided herein, and the execution, performance and delivery of this Agreement by Developer <br />has been duly authorized by all requisite actions. The persons executing this Agreement on <br />behalf of Developer have been duly authorized to do so. This Agreement constitutes a valid and <br />binding obligation of Developer, enforceable in accordance with their respective terms. <br />(ii) No Conflict Developer's execution, delivery and performance of its <br />obligations under this Agreement will not constitute a default or a breach under any contract, <br />agreement or order to which Developer is a party or by which it is bound. <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 Developer to perform its obligations under this Agreement. <br />(iv) No Developer Bankruptcy Developer is not the subject of a bankruptcy <br />or insolvency proceeding. <br />SIGNATURES ON FOLLOWING PAGE <br />1145383-7 1 1 <br />