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1.2 Exhibits. The following Exhibits are attached hereto and incorporated into this Agreement by this reference A Legal Description of the Property B Form of Promissory Note C Form of Deed of Trust D Form of Regulatory Agreement E Financing Plan F Form of Certificate of Completion ARTICLE II REPRESENTATIONS; PROJECT SCOPE; FINANCING PLAN 2 1 Developer's Representations Developer represents and warrants to City 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 not to be true, Developer shall immediately give wntten 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. (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 Kottinger Gardens Phase 2 LLC, a limited liability company that is duly organized and in good standing under the laws of the State of California and whose sole member and manager is MP Preservation, 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) Authonty 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) Authonty of Persons Executing Documents This Agreement and all other documents or instruments that have been or that will be executed and delivered by Developer pursuant to or in connection with to this Agreement, have been or will be executed and delivered by persons who are duly authonzed 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 authonzation, execution, delivery and performance of this Agreement and all other documents or instruments that have been or that will 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. OAK#4822-6539-6013 v5 5