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immediately give written notice of such fact or condition to City. Developer acknowledges that <br />City shall rely upon Developer's representations made herein notwithstanding any investigation <br />made by or on behalf of City. Developer hereby represents, warrants, and covenants that the <br />following are true and correct as of the Effective Date, and shall be true and correct as of the <br />Closing Date. <br />(a) Organization. Developer is a limited liability company, duly organized <br />and in good standing under the laws of the State of California. Developer's managing member is <br />Satellite AHA Development, Inc., a nonprofit public benefit corporation, duly organized and in <br />good standing under the laws of the State of California, tax-exempt under Section 501(c)(3) of <br />the Internal Revenue Code of 1986, as amended, and wholly controlled by Satellite Affordable <br />Housing Associates, a California nonprofit public benefit corporation. <br />(b) Authority of Developer. Developer has full power and authority to <br />execute and deliver this Agreement and all other documents or instruments executed and <br />delivered by Developer, or to be executed and delivered by Developer pursuant to or in <br />connection with this Agreement, and to perform and observe the terms and provisions of all of <br />the foregoing <br />(c) Authority of Persons Executing Documents. This Agreement and all other <br />documents or instruments executed and delivered by Developer, or to be executed and delivered <br />by Developer pursuant to or in connection with to this Agreement, have been executed and <br />delivered, or will be executed and delivered, by persons who are duly authorized to execute and <br />deliver the same for and on behalf of Developer, and all actions required under Developer's <br />organizational documents and applicable governing law for the authorization, execution, delivery <br />and performance of this Agreement and all other documents or instruments executed and <br />delivered by Developer, or to be executed and delivered by Developer pursuant to or in <br />connection with this Agreement, have been duly taken or will have been duly taken (to the extent <br />such actions are required) as of the date of execution and delivery of such documents. <br />(d) Valid and Binding Agreements. This Agreement and all other documents <br />or instruments which have been executed and delivered by Developer or will be executed and <br />delivered by Developer pursuant to or in connection with this Agreement constitute or, if not yet <br />executed or delivered, will when so executed and delivered, constitute, legal, valid and binding <br />obligations of Developer, enforceable in accordance with their respective terms, subject to laws <br />affecting creditors' rights and principles of equity. <br />(e) No Breach of Law or Agreement. Neither the execution nor delivery of <br />this Agreement or any other documents or instruments executed and delivered by Developer, or <br />to be executed or delivered by Developer pursuant to or in connection with this Agreement, nor <br />the performance of any provision, condition, covenant or other term hereof or thereof, will <br />conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or <br />order of any court, board, commission or agency binding on Developer, or any provision of the <br />organizational documents of Developer, or will conflict with or constitute a breach of or a default <br />under any agreement to which Developer is a party, or will result in the creation or imposition of <br />any lien upon any assets or property of Developer, other than liens established pursuant hereto. <br />OAK #4845-1087-0362 v5 <br />6 <br />