HABITAT FOR HUMANITY OF ORANGE COUNTY (2)

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As a material inducement to City to enter into this Agreement, Developer represents and warrants as follows, which representations and warranties are made solely by Developer and not by or on behalf of any partner of Developer: 7.1 Formation, Qualification and Compliance. Habitat for Humanity is a nonprofit organization. Developer is in compliance with all laws applicable to its business and has obtained all approvals, licenses, exemptions and other authorizations fiom, and has accomplished all filings, registrations and qualifications with, any Governmental Authority that are necessary for the transaction of its business. 7.2 Execution and Performance of Inclusionary Grant Documents. 7.2.1 Developer has all requisite authority to execute and perform its obligations under this Agreement. 7.2.2 The execution and delivery by Developer of, and the performance by Developer of its obligations under, this Agreement that has been authorized by all necessary action and does not and will not: (a) require any consent or approval not heretofore obtained of any person having any interest in Developer; (b) violate any provision of, or require any consent or approval not heretofore obtained under, any articles of incorporation, by-laws or other governing document applicable to Developer; (c) result in or require the creation of any lien, claim, charge or other right of others of any kind (other than under this Agreement and under the contemplated the Senior Loan Documents) on or with respect to any property now or hereafter owned or leased by Developer; (d) to the best of its knowledge, violate any provision of any law presently in effect; or (e) constitute a breach or default under, or permit the acceleration of obligations owed under, any contract, loan agreement, lease or other agreement or document to which Developer is a party or by which Developer or any of its property is bound. 7.2.3 Developer is not in default, in any respect that is materially adverse to the interests of City mxler this Agreement or that would have any material adverse effect on the financial condition of Developer or the conduct of its business, under any law, contract, lease or other agreement or document described in sub -paragraph (d) or (e) of the previous subsection. 7.2.4 Except for the development and construction permitting contemplated to be subsequently obtained under this Agreement, no approval, license, 12