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and certifies that the same does not contain any untrue statement of a material fact or omit to state <br />any material fact necessary in order to make the statements made therein, in the light of the <br />circumstances under which they are made, not misleading, as of the date of the Limited Offering <br />Memorandum and as of the date hereof, respecting the Developer and the portion of the <br />Development owned by the Developer, provided, however, that the foregoing certification is not <br />a certification as to the accuracy, completeness or fairness of any of the other statements <br />contained in the Limited Offering Memorandum. <br />9. To the Developer's knowledge, the Developer is in compliance in all material <br />respects with all provisions of applicable law in all material respects relating to the Developer in <br />connection with the Development. Except as otherwise described in the Limited Offering <br />Memorandum: (a) to the Developer's knowledge, there is no default of any zoning condition, <br />land use permit or development agreement binding upon the Developer or any portion of the <br />Development that would materially and adversely affect the Developer's ability to complete or <br />cause to be completed the development of the District as described in the Limited Offering <br />Memorandum; and (b) the Developer has no reason to believe that any additional permits, <br />consents and licenses required to complete the Development as and in the manner described in <br />the Limited Offering Memorandum will not be reasonably obtainable in due course. <br />10. The Developer is not insolvent and has not made an assignment for the benefit of <br />creditors, filed or consented to a petition in bankruptcy, petitioned or applied (or consented to <br />any third party petition or application) to any tribunal for the appointment of a custodian, <br />receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, <br />arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction. <br />11. The levy of the Assessments on property in the District owned by the Developer <br />will not conflict with or constitute a breach of or default under any agreement, mortgage, deed of <br />trust, indenture or other instrument to which the Developer is a party or to which the Developer <br />or any of its property or assets is subject. <br />12. The Developer is not in default under any mortgage, trust indenture, lease or other <br />instrument to which it or any of its assets is subject, which default would have a material and <br />adverse effect on the Bonds or the Developer's ability to perform its obligations under the <br />Developer Documents. <br />13. The Developer has no knowledge of any physical condition of the Development <br />owned or to be developed by the Developer that currently requires, or currently is reasonably <br />expected to require in the process of development investigation or remediation under any <br />applicable federal, state or local governmental laws or regulations relating to the environment in <br />any material and adverse respect. <br />Dated: January 31, 2019 <br />[Signature page follows.] <br />E-3 <br />4158-2138-4984.4 <br />