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ARTICLE II <br />REPRESENTATIONS; EFFECTIVE DATE AND TERM <br />2.1 Developer's Representations. Developer represents and warrants as follows, and <br />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 2.1 not to be true, Developer shall immediately give written notice of such fact or <br />condition to City. Developer acknowledges that City shall rely upon Developer's representations <br />made herein notwithstanding any investigation made by or on behalf of City. <br />(i) Authori . Developer is a California limited partnership duly organized <br />and in good standing under the laws of the State of California. Developer has the full right, <br />power and authority to undertake all obligations of Developer as provided herein, and <br />Developer's execution, performance and delivery of this Agreement, the Regulatory Agreement, <br />the City Documents have been duly authorized by all requisite actions. <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 />2.2 City Representations. City represents and warrants to Developer and covenants <br />that until the expiration or earlier termination of this Agreement, upon learning of any fact or <br />condition which would cause any of the warranties and representations in this Section 2.2 not to <br />be true, City shall immediately give written notice of such fact or condition to Developer. City <br />acknowledges that Developer shall rely upon City's representations made herein notwithstanding <br />any investigation made by or on behalf of Developer. <br />(i) Authori . City is a California charter city duly organized and in good <br />standing under the laws of the State of California. City has the full right, power and authority to <br />undertake all of the respective obligations as provided herein, and the execution, performance <br />and delivery of this Agreement by City has been duly authorized by all requisite actions on the <br />part of each such entity. The persons executing this Agreement on behalf of City has been duly <br />authorized to do so. This Agreement constitutes a valid and binding obligation of City. <br />5055770.1 4 <br />