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9.9. There are no brokerage fee, cormnission, or finders' fee is payable to any person <br />or entity in connection with the transaction contemplated by this Agreement ( "Commissions "). <br />Optionor shall promptly advise Optionee in writing if Optionor becomes aware that any <br />representation or warranty made by Optionor is or becomes untrue in any material respect prior <br />to any Close of Escrow. Optionors' representations and warranties set forth in this Section shall <br />be deemed to be restated at consummation of any purchase contemplated in this Agreement and <br />shall survive any such purchase and shall not be merged with any deed. <br />10. Optionee's Representations and Warranties. Optionee hereby represents and warrants to <br />Optionor that, as of the Effective Date: <br />10.1. Optionee has all requisite corporate power and authority to execute and deliver, <br />and to perform all its obligations under, this Agreement. Optionee is duly organized, validly <br />existing and in good standing under the laws of the state of its formation, with fall power to enter <br />into this Agreement. <br />10.2. Optionee has (or will have prior to the date by which a particular step is required <br />to be taken or performance of a particular obligation is required to be commenced pursuant to <br />this Agreement) all requisite power and authority required to enter into this Agreement and the <br />instruments referenced in this Agreement, to consurmnate the transaction contemplated hereby <br />and to take any steps contemplated thereby or hereby, and to perform its obligations hereunder <br />and thereunder. <br />10.3. Optionee has obtained (or will have obtained prior to the date by which a <br />particular step is required to be taken or performance of a particular obligation is required to be <br />commenced pursuant to this Agreement) all required consents in connection with entering into <br />this Agreement and the instruments and documents referenced in this Agreement to which <br />Optionee is or shall be a party and the consurmation of the transactions contemplated hereby. <br />10.4. The individual executing this Agreement and the individual that will execute the <br />instruments referenced in this Agreement on behalf of Optionee have, or will have upon <br />execution thereof, the legal power, right and actual authority to bind Optionee to the terms and <br />conditions hereof and thereof. <br />10.5. This Agreement is duly authorized, executed and delivered by Optionee and all <br />documents required in this Agreement to be executed by Optionee pursuant to this Agreement <br />shall be, at such time as they are required to be executed by Optionee, duly authorized, executed <br />and delivered by Optionee and are or shall be, at such time as the same are required to be <br />executed hereunder, valid, legally binding obligations of and enforceable against Optionee in <br />accordance with their terms, except as enforceability may be limited by bankruptcy laws or other <br />similar laws affecting creditors' rights. <br />10.6. Neither the execution or delivery of this Agreement or the documents referenced <br />in this Agreement, nor the incurring of the obligations set forth in this Agreement, and the <br />certificates, declarations and other documents referenced in this Agreement, nor the <br />consummation of the transactions in this Agreement contemplated, nor compliance with the <br />terms of this Agreement and the documents referenced in this Agreement, will violate any <br />provision of law, any order of any court or governmental authority or conflict with or result in <br />the breach of any terms, conditions, or provisions of, or constitute a default under any bond, note <br />or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, <br />to <br />51528687.8 25A-1 2 <br />