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901.1 Formation, Qualification and Compliance. Developer is a California <br />limited partnership currently comprised of Orange Housing Development Corporation, a California <br />nonprofit public benefit corporation, and C&C Development Co., LLC, a California limited liability <br />company. Developer is a duly organized California limited partnership formed within and in good <br />standing under the laws of the State of California. Developer has full right, power and lawful <br />authority to undertake all obligations as provided herein and the execution, performance and delivery <br />of this Agreement by Developer has been fully authorized by all requisite actions on the part of the <br />Developer. Orange Housing Development Corporation is (a) a non-profit public-benefit corporation, <br />validly existing and in good standing under the laws of the State of California, (b) has all requisite <br />authority to conduct its business and own and lease its properties, (c) has qualified and is in good <br />standing as a Community Housing Development Organization, and (d) is qualified and in good <br />standing in every jurisdiction in which the nature of its business makes qualification necessary or <br />where failure to qualify could have a material adverse effect on its financial condition or the <br />performance of its obligations under the Loan Documents. Developer is in compliance with all laws <br />applicable to its business and has obtained all approvals, licenses, exemptions and other <br />authorizations from, and has accomplished all filings, registrations and qualifications with, any <br />Governmental Authority that are necessary for the transaction of its business. <br />901.2 Execution and Performance of Loan Documents. <br />(a) Developer has all requisite authority to execute and perform its <br />obligations under the Loan Documents. <br />(b) The execution and delivery by Developer of each Loan Document, <br />and the performance of Developer's obligations thereunder, has been authorized by all necessary <br />action and does not and will not: <br />(i) require any consent or approval not heretofore obtained of any <br />person having any interest in Developer; <br />(ii) violate any provision of, or require any consent or approval <br />not heretofore obtained under, any articles of incorporation, by-laws or other governing document <br />applicable to Developer; <br />(iii) result in or require the creation of any lien, claim, charge or <br />other right of others of any kind (other than under the Agency/City Loan Documents) on or with <br />respect to any property now or hereafter owned or leased by Developer; <br />(iv) to best of its knowledge, violate any provision of any law <br />presently in effect; or <br />(v) constitute a breach or default under, or permit the acceleration <br />of obligations owed under, any contract, loan agreement, lease or other agreement or document to <br />which Developer is a party or by which Developer or any of its property is bound. <br />(c) Developer is not in default, in any respect that is materially adverse to <br />the interests of Agency/City under the Loan Documents or that would have any material adverse <br />effect on the financial condition of Developer or the conduct of its business, under any law, contract, <br />25P-35