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<br />(f) Without the prior written approval of the Foundation, and except for
<br />salaries specifically identified in the Proposal, not to transfer or pay, whether or not for
<br />value, any portion of the Grant to (i) any person or entity who directly or indirectly
<br />controls, is controlled by or is under common control with the Grantee, (ii) any person or
<br />entity who is an officer, employee, partner or trustee of, or serves in a similar capacity
<br />with respect to, the Grantee or (iii) any person or entity of which the Grantee or any of its
<br />officers, employees, partners or trustees is the beneficial owner of 5% or more of the
<br />equity interests therein.
<br />
<br />5.
<br />Foundation that:
<br />
<br />Representations of Grantee. The Grantee represents and warrants to the
<br />
<br />(a) The Grantee, a charter city and municipal corporation, is located at 20
<br />Civic Center Plaza(M-84), P.O. Box 1988, Santa Ana, CA 92702 duly formed, validly
<br />existing and in good standing under the laws of the State of California, and has the legal
<br />power and authority to conduct its business, to own its properties and to execute and
<br />deliver, and to perform its obligations under, this Agreement.
<br />
<br />(b) This Agreement has been duly authorized, executed and delivered by
<br />the Grantee, and constitutes a legal, valid and binding obligation of the Grantee for the
<br />benefit of the Foundation.
<br />
<br />(c) All proceedings legally required to be taken by the Grantee in
<br />connection with the authorization of this Agreement and of the transactions related
<br />thereto, and all approvals, authorizations, consents and other orders of public boards or
<br />bodies as may be legally required to be obtained by the Grantee prior to the date hereof
<br />with respect to all or any of such matters, have been taken or obtained.
<br />
<br />(d) The execution and delivery of this Agreement by the Grantee, and the
<br />performance by the Grantee of its obligations hereunder, do not (i) violate any provisions
<br />of the Articles of Incorporation, Bylaws or other governing instrument of the Grantee, (ii)
<br />violate any law, rule or regulation having applicability to the Grantee or any order, writ,
<br />judgment, decree, determination or award to which the Grantee is a party or (iii) result in
<br />the breach of or constitute a default under any agreement, lease or instrument to which
<br />the Grantee is a party or by which the Grantee is bound.
<br />
<br />(e) No audit, investigation, proceeding or other inquiry is pending by the
<br />Internal Revenue Service, the Franchise Tax Board or the Attorney General of any state
<br />with respect to the Grantee or any affiliated organization, and no legal, administrative or
<br />other proceeding is pending that questions the legality of the Grant, except as is
<br />disclosed on Schedule C attached hereto.
<br />
<br />6. Publicitv. All promotional and advertising materials, including
<br />announcements, brochures, publications, films, videotapes, exhibitions and visual materials,
<br />produced or authorized by the Grantee relating to the Program shall, to the extent directed by
<br />the Foundation, give credit to the Foundation at least as prominent as that given any other
<br />person, organization or entity which makes a grant or contribution of funds to the Grantee. The
<br />Foundation shall have the right, but not the obligatiori, to review in advance and approve the
<br />contents of all press announcements issued by the Grantee, the planning of all press events,
<br />and the contents of all promotional and advertising materials relating to the Grant and the
<br />Program. The Foundation may, in its discretion, also publish and distribute promotional
<br />
<br />3
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