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Section 1. General Representations of Owner; Qualified Empowerment Zone and <br />Issuer. <br />(a) Owner Representations. The Owner hereby represents, as of the date hereof, <br />and warrants, covenants and agrees as follows: <br />(i) The Owner is a corporation duly organized and validly existing <br />under the laws of the State of California (the "State") and has duly authorized, by proper <br />action, the execution and delivery of this Compliance Agreement. The Owner is duly <br />authorized by the laws of the State to transact business in the State and to perform all of <br />its duties hereunder. <br />(ii) To the best of its knowledge, neither the execution and deli veiy'of' <br />this Compliance Agreement or any other document in connection with the financing of <br />the Project, the consummation of the transactions contemplated hereby and thereby nor <br />the fulfillment of or compliance with the terms and conditions hereof and thereof <br />conflicts with or results in a breach of any of the terms, conditions or provisions of any <br />agreement or instrument to which the Owner is now a party or by which it is bound or <br />constitutes a default (with due notice or the passage of time or both) under any of the <br />foregoing or results in the creation or imposition of any prohibited lien, charge or <br />encumbrance whatsoever upon any of the property or assets of the Owner under the terms <br />of any instrument or agreement to which the Owner is now a party or by which it is <br />bound. <br />(iii) To the best of its knowledge, the execution, delivery and <br />performance of this Compliance Agreement and all other documents to be delivered by <br />the Owner in connection with the consummation of the transactions contemplated hereby <br />will not conflict with, or constitute a breach of or default under, any indenture, mortgage, <br />deed of trust, lease, note, commitment, agreement or other instrument or obligation to <br />which the Owner is a party or by which the Owner or any of its property is bound, or to <br />its knowledge, any law, rule, regulation, judgment, order or decree to which the Owner is <br />subject or by which the Owner or any of its property is bound. <br />(iv) There is no action, suit, proceeding, inquiry or investigation by or <br />before any governmental agency, public board or body pending or to its knowledge <br />threatened against the Owner (nor to the Owner's knowledge is there any basis therefor), <br />which (i) affects or seeks to enjoin, prohibit or restrain the issuance, sale or delivery of <br />the Bonds or the execution and delivery of this Compliance Agreement, the Indenture,'or <br />the Loan Agreement, (ii) affects or questions the validity or enforceability of the Bonds, <br />the use of the Proceeds of the Bonds, this Compliance Agreement, the Indenture, or the <br />Loan Agreement, (iii) questions the tax-exempt status of the Bonds or (iv) questions the <br />power or authority of the Owner to own, acquire, construct, rehabilitate, equip or operate <br />the Project or to execute, deliver or perform the Owner's obligations under this <br />Compliance Agreement, the Indenture and the Loan Agreement. <br />(v) The Project is located wholly within the boundaries of the <br />Qualified Empowerment Zone. <br />06-4514.05 2 <br />