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22.7 Governing Law This Agreement shall be governed by and construed in <br />accordance with the laws of the State of California. <br />22.8 Developer's Representations Developer represents and warrants to City as <br />follows, and Developer covenants that until the expiration or earlier termination of this <br />Agreement, upon learning of any fact or condition which would cause any of the warranties and <br />representations in this Section 22.8 not to be true, Developer shall immediately give written <br />notice of such fact or condition to City. Developer acknowledges that City shall rely upon <br />Developer's representations made herein notwithstanding any investigation made by or on behalf <br />of City. <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 parry 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 />1741070.3 13 <br />