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27. Governing Law. This Agreement shall be governed by and construed in accordance with <br />the laws of the State of California. <br />28. 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 in <br />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) Authori .Developer is a limited liability company, duly organized and in <br />good standing and in good standing and authorized to do business in the State of California. <br />Developer's managing member and majority owner is David C. Irmer. Developer has the full <br />right, power and authority to undertake all obligations of Developer as provided herein, and the <br />execution, performance and delivery of this Agreement by Developer has been duly authorized <br />by all requisite actions. The persons executing this Agreement on behalf of Developer have been <br />duly authorized to do so. This Agreement constitutes a valid and binding obligation of <br />Developer, enforceable against Developer in accordance with its 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 />1284546-2 1 1 <br />OHS West260718899.2 <br />19268-3 C14 <br />