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(a) The Agency has the full legal right, power and <br /> authority to enter into this Agreement, to carry out its <br /> obligations, and to carry out and consummate all of the <br /> transactions contemplated hereby. <br /> (b) The execution and delivery of this Agreement by the <br /> Agency is not in violation of any provision of law, any order of <br /> any court or other agency of government, or any agreement to <br /> which the Agency is now a party. By proper action, the Agency <br /> has duly authorized the execution and delivery and due <br /> performance of this Agreement. <br /> 9. H.G.H. hereby represents and warrants to the Agency and <br /> RFS the followings <br /> (a) H.G.H. is a limited partnership, duly authorized <br /> and existing under the laws of the State of California. H.G.H. <br /> has full legal right, power and authority to enter into this <br /> Agreement, to carry out its obligations, and to carry out and <br /> consummate all of the transactions contemplated hereby; and <br /> (b) Execution and delivery of this Agreement by H.G.H. <br /> is not in violation of any provision of law, any order of any <br /> court or other agency of government, or any agreement to which <br /> H.G.H. is now a party. By proper action, H.G.H. has duly <br /> authorized the execution, delivery and due performance of this <br /> Agreement . <br /> 10 . RFS hereby represents and warrants to the Agency and <br /> H.G.H. the following: <br /> (a) RFS is a corporation duly organized and existing <br /> under the laws of the State of California. RFS has full legal <br /> right, power and authority to enter into this Agreement, to carry <br /> out its obligations hereunder, and to carry out and consummate <br /> all other transactions contemplated hereby; and <br /> (b) Execution and delivery of this Agreement by RFS is <br /> not in violation of any provision of law, any order of any court <br /> or other agency of government, or any agreement to which RFS is <br /> now a party. By proper action, RFS has duly authorized the <br /> execution and delivery and due performance of this Agreement . <br /> 11. This Agreement shall inure to the benefit of and shall <br /> be binding upon the parties hereto and their respective legal <br /> representatives, successors and assigns. <br /> 12. In the event of any controversy, claim or dispute <br /> between the parties hereto, arising out of or relating to this <br /> Agreement or the breach thereof, the prevailing party shall be <br /> entitled to recover from the other party or parties reasonable <br /> expenses, attorneys ' fees and costs. <br /> -3- <br />