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ARTICLE H REPRESENTATIONS; EFFECTIVE DATE; PROJECT SCOPE; FINANCING PLAN 2. 1 Developer's Representations. Developer covenants that until the expiration or earlier termination of this Agreement, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 2. 1 to be untrue, Developer shall immediately give written notice of such fact or condition to City. Developer acknowledges that City shall rely upon Developer's representations made herein notwithstanding any investigation made by or on behalf of City. Developer hereby represents, warrants, and covenants that the following are true and correct as of the Effective Date, and shall be true and correct as of the Closing Date: (a) Organization. Developer is a limited partnership, duly organized and in good standing under the laws of the State of California. Developer's general partner is MP Bradford Senior Housing, LLC, a California limited liability company, duly organized and in good standing under the laws of the State of California and whose manager is Mid-Peninsula Half Moon Bay, Inc., a nonprofit public benefit corporation duly organized and in good standing under the laws of the State of California and tax-exempt under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended. (b) Authority of Developer. Developer has full power and authority to execute and deliver this Agreement and all other documents or instruments executed and delivered by Developer, or to be executed and delivered by Developer, pursuant to or in connection with this Agreement, and to perform and observe the terms and provisions of all of the foregoing. (c) Authority of Persons Executing Documents. This Agreement and all other documents or instruments executed and delivered by Developer, or to be executed and delivered by Developer, pursuant to or in connection with to this Agreement, have been executed and delivered, or will be executed and delivered, by persons who are duly authorized to execute and deliver the same for and on behalf of Developer, and all actions required under Developer's organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement and all other documents or instruments executed and delivered by Developer, or to be executed and delivered by Developer, pursuant to or in connection with this Agreement, have been duly taken or will have been duly taken (to the extent such actions are required) as of the date of execution and delivery of such documents. (d) Valid and Binding Agreements. This Agreement and all other documents or instruments which have been executed and delivered by Developer or will be executed and delivered by Developer pursuant to or in connection with this Agreement constitute or, if not yet executed or delivered, will when so executed and delivered, constitute, legal, valid and binding obligations of Developer, enforceable in accordance with their respective terms, subject to laws affecting creditors' rights and principles of equity. (e) No Breach of Law or Agreement. Neither the execution nor delivery of this Agreement or any other documents or instruments executed and delivered by Developer, or to be executed or delivered by Developer, pursuant to or in connection with this Agreement, nor the performance of any provision, condition, covenant or other term hereof or thereof, will conflict ATY/AGR/2017.218/RWC — BRADFORD — DDA REV: 09-18-17 VR Page 6 of 94