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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 Califomia. <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 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 /> 1741070.3 13 <br />