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<br />18 <br /> <br />damages for any default, or to obtain any other remedy consistent with the purpose of this <br />Agreement. <br /> <br />8.3 Rights and Remedies are Cumulative. Except with respect to rights and <br />remedies expressly declared to be exclusive in this Agreement, the rights and remedies of <br />the parties are cumulative and the exercise by either party of one or more of such rights or <br />remedies shall not preclude the exercise by it, at the same or different times, of any other <br />rights or remedies for the same default or any other default by the other party. <br /> <br />8.4 Damages. In the event that the Agency is liable for damages to Developer, <br />such liability shall not exceed costs incurred by the Developer in the performance of this <br />Agreement and shall not extend to compensation for loss of future income, profits or assets; <br />provided, however, Developer’s only remedy for any breach of this Agreement by the <br />Agency shall be an action for specific performance of such party’s obligations. <br /> <br />8.5 Nonrecourse Liability. Neither Developer, nor any partner of Developer, <br />shall have any personal liability under this Agreement, or the attached Note and Deed of <br />Trust, and any judgment, decree or order for the payment of money obtained in any action to <br />enforce the obligation of Developer to repay the loan evidenced by such documents shall be <br />enforceable against Developer only to the extent of Developer’s interest in the Property. <br /> <br />9. GENERAL PROVISIONS AND WARRANTIES <br /> <br />As a material inducement to Agency to enter into this Agreement, Developer <br />represents and warrants as follows: <br /> <br /> 9.1 Formation, Qualification and Compliance. AMCAL 1440 Santa Ana <br />Fund, LP is a California limited partnership. 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 <br />with, any Governmental Authority that are necessary for the transaction of its business. <br /> <br />9.2 Execution and Performance of Agency Loan Documents. <br /> <br />9.2.1 Developer has all requisite authority to execute and perform its <br />obligations under the Agency Loan Documents. <br /> <br />9.2.2 The execution and delivery by Developer of, and the performance <br />by Developer of its obligations under, each Loan Document that has been authorized by <br />all necessary action and does not and will not: <br /> <br />(a) require any consent or approval not heretofore <br />obtained of any person having any interest in Developer; <br /> <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 <br />governing document applicable to Developer; <br />EXHIBIT 3 <br />3-28