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9, GENERAL PROVISIONS AND WARRANTIES <br />As a material inducement to City to enter into this Agreement, Developer <br />represents and warrants as follows: <br />9.1 Formation, Qualification and Compliance. the managing <br />general partner of Developer (a) is a non- profit public- benefit corporation, validly <br />existing and in good standing under the laws of the State of California, (b) has all <br />requisite authority to conduct its business and own and lease its properties, and (c) is <br />qualified and in good standing in every jurisdiction in which the nature of its business <br />makes qualification necessary or where failure to qualify could have a material adverse <br />effect on its financial condition or the performance of its obligations under the Loan <br />Documents. Developer is in compliance with all laws applicable to its business and has <br />obtained all approvals, licenses, exemptions and other authorizations from, and has <br />accomplished all filings, registrations and qualifications with, any Governmental <br />Authority that are necessary for the transaction of its business. <br />9.2 Execution and Performance of Loan Documents. <br />921 Developer has all requisite authority to execute and <br />perform its obligations under the Loan Documents. <br />9.2.2 The execution and delivery of Developer of, and the <br />performance by Developer of its obligations under, each Loan Document has been <br />authorized by all necessary 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 Linder, any articles of incorporation, by -laws or other <br />governing 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) <br />on or with respect to any property now or hereafter owned or leased by Developer; <br />(d) violate any provision of any law 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 <br />agreement or document to which Developer is a party or by which Developer or any of its <br />property is bound. <br />9.2.3 Developer is not in default, in any respect that is materially adverse <br />to the interests of City Linder the Loan Documents or that would have any material <br />adverse effect on the financial condition of Developer or the conduct of its business, <br />18 <br />25C -22 <br />