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learning of any fact or condition which would cause any of the warranties and <br />representations in this Section 3.1 not to be true, Owner shall immediately give written <br />notice of such fact or condition to Agency. Owner acknowledges that Agency shall rely <br />upon Owner's representations made herein notwithstanding any investigation made by or <br />on behalf of Agency. <br />(a) LEGAL STATUS; AUTHORITY; OWNERSHIP. Owner is a California limited <br />partnership, duly organized and in good standing under the laws of the State of California. <br />Owner has the full right, power and authority to undertake the Project and to execute, <br />deliver and perform all obligations of Owner under the Loan Documents. Owner's <br />execution, performance and delivery of the Loan Documents has been duly authorized by <br />all requisite actions. The persons executing this Agreement on behalf of Owner have been <br />duly authorized to do so. This Agreement and the other Loan Documents constitute valid <br />and binding obligations of Owner, enforceable in accordance with their respective terms. <br />Owner is the owner in fee of the Property and the Improvements, subject only to <br />liens, encumbrances, easements, restrictions, conditions, and other matters of record or <br />disclosed in writing to Agency. <br />(b) NO CONFLICT. The execution of the Loan Documents and Owner's <br />performance thereunder do not and will not result in a breach of or constitute a default <br />under any agreement, contract, order, indenture or other instrument to which Owner is a <br />party or by which Owner may be bound. <br />(c) AUTHORIZATION. The Loan Documents and the transactions contemplated <br />thereby have each been duly authorized by Owner, and when executed and delivered will <br />each constitute a valid and binding obligation of Owner, enforceable in accordance with the <br />respective terms thereof. The persons executing the Loan Documents on behalf of Owner <br />have been duly authorized to do so. <br />(d) NO LITIGATION OR OTHER PROCEEDING. There are no pending or to <br />Owner's knowledge, threatened actions or proceedings before any court or administrative <br />agency which may adversely affect the financial condition or operation of Owner or Owner's <br />development of the Project and ownership of the Property and the Improvements. <br />(e) NO BANKRUPTCY. Owner is not the subject of a bankruptcy or insolvency <br />proceeding. <br />(f) COMPLIANCE WITH LAWS. Owner is in compliance in all material respects <br />with all local, state and federal laws, rules, regulations, orders and decrees which are <br />applicable to the Property or to Owner in relation thereto ("Applicable Law") including <br />without limitation, all environmental, health and safety and employment laws. Owner has <br />received no notice from any governmental authority regarding any threatened or pending <br />zoning, building, fire, or health code violation or violation of other governmental regulations <br />concerning the Property that has not been corrected, and no condition on the Property <br />violates any Applicable Law. <br />1172395-2 7 <br />Commercial Rehabilitation Loan Program <br />Owner Participation and Loan Agreement <br />Form: 12-3-08 <br />