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6.C. - Page 72 of 111 1.3 Exhibits. The following Exhibits are attached hereto and incorporated into this Agreement by this reference: A Legal Description of the Property B Legal Description of the Rolison Property C Form of Regulatory Agreement ARTICLE II REPRESENTATIONS 2.1 Developer's Representations. Developer represents and warrants to City and HHDC as follows, and 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 promptly give written notice of such fact or condition to City and HHDC. Developer acknowledges that City and HHDC shall rely upon Developer's representations made herein notwithstanding any investigation made by or on behalf of City: (a) Organization. Developer is a limited liability company, duly organized and in good standing under the laws of the State of California. (b) Authority. Developer has full power and authority to execute and deliver this Agreement, and to perform and observe the terms and provisions of all of the foregoing. (c) Authority of Persons Executing Documents. This Agreement has been 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 have been duly taken. (d) Valid and Binding Agreements. This Agreement constitutes a legal, valid and binding obligation of Developer, enforceable in accordance with its 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, nor the performance of any provision, condition, covenant or other term hereof, will conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court, board, commission or agency binding on Developer, or any provision of the organizational documents of Developer, or will conflict with or constitute a breach of or a default under any agreement to which Developer is a party. (f) Pending Proceedings. Developer is not in default under or in violation of any law or regulation or under any order of any court, board, commission or agency whatsoever, and to the best knowledge of Developer's manager/managing member, there are no claims, actions, suits or proceedings pending or threatened against or affecting Developer or the Property, at law REV: 02-25-2020 PR ATTYIAGR.2020.039IPremia 1180 Main Owner, LLC (Page 4 of 42) 99