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execution, performance and delivery of this Agreement, the Regulatory Agreement, the City <br />Documents have been, or will be prior to execution, duly authorized by all requisite actions. The <br />person(s) executing the foregoing documents on behalf of Developer have been, or will be prior <br />to execution, duly authorized to do so. When executed by the parties, this Agreement, the <br />Regulatory Agreement and the City Documents constitute valid and binding obligations of <br />Developer. <br />(b) 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 />(c) 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 />(d) No Developer Bankruptcy. Developer is not the subject of a bankruptcy <br />or insolvency proceeding. <br />2.2 City Representations. City represents and warrants to Developer as follows, and <br />City covenants that until the expiration or earlier termination of this Agreement, upon learning of <br />any fact or condition which would cause any of the warranties and representations in this Section <br />2.2 not to be true, City shall immediately give written notice of such fact or condition to <br />Developer. City acknowledges that Developer shall rely upon City’s representations made <br />herein notwithstanding any investigation made by or on behalf of Developer. <br />(a) Authority. City is a charter city duly organized and in good standing <br />under the laws of the State of California. City has the full right, power and authority to <br />undertake all obligations of the City as provided herein, and the execution, performance and <br />delivery of this Agreement, the Security Agreement and the Regulatory Agreement (once <br />executed by the parties)by City has been duly authorized by all requisite actions. The persons <br />executing this Agreement, the Security Agreement and Regulatory Agreement on behalf of City <br />have been duly authorized to do so. This Agreement constitutes a valid and binding obligation <br />City. <br />(b) No Conflict. City’s execution, delivery and performance of its obligations <br />under this Agreement, the Security Agreement and the Regulatory Agreement will not constitute <br />a default or a breach under any contract, agreement or order to which City is a party or by which <br />either is bound. <br />(c) 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 City to perform its obligations under this Agreement, the <br />Security Agreement or the Regulatory Agreement. <br />(d) No Bankruptcy. City is not the subject of a bankruptcy or insolvency <br />proceeding. <br />144\259\1892880.4 <br />4