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9. GENERAL PROVISIONS AND WARRANTIES <br />As a material inducement to City to enter into this Agreement, Developer represents and <br />warrants as follows: <br />9.1 Formation, Qualification and Compliance. Depot at Santiago, LP, is a California <br />limited partnership comprised of Orange Housing Development Corporation, and C &C <br />Development, a California corporation, as the general partners. Orange Housing Development <br />Corporation is (a) a non - profit public- benefit corporation, validly existing and in good standing <br />under the laws of the State of California, (b) has all requisite authority to conduct its business <br />and own and lease its properties, and (c) is qualified and in good standing in every jurisdiction in <br />which the nature of its business makes qualification necessary or where failure to qualify could <br />have a material adverse effect on its financial condition or the performance of its obligations <br />under the Loan Documents. Developer is in compliance with all laws applicable to its business <br />and has obtained all approvals, licenses, exemptions and other authorizations from, and has <br />accomplished all filings, registrations and qualifications with, any Governmental Authority that <br />are necessary for the transaction of its business. <br />9.2 Execution and Performance of Loan Documents. <br />9.2.1 Developer has all requisite authority to execute and perform its <br />obligations under the Loan Documents. <br />9.2.2 The execution and delivery of Developer of, and the performance by <br />Developer of its obligations under, each Loan Document has been authorized by all necessary <br />action and does not and will not: <br />(a) require any consent or approval not heretofore <br />obtained of any person having any interest in Developer; <br />(b) violate any provision of, or require any consent or <br />approval not heretofore obtained under, any articles of incorporation, by -laws or other governing <br />document applicable to Developer; <br />(c) result in or require the creation of any lien, claim, <br />charge or other right of others of any kind (other than under the City Loan Documents) on or <br />with respect to any property now or hereafter owned or leased by Developer; <br />(d) to best of its knowledge, violate any provision of any law <br />presently in effect; <br />or <br />(e) constitute a breach or default under, or permit the <br />acceleration of obligations owed under, any contract, loan agreement, lease or other agreement or <br />document to which Developer is a party or by which Developer or any of its property is bound. <br />16 <br />