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perform in full the Development Agreement and the Development Agreement has been <br />duly and validly authorized, executed and delivered by the Developer and, assuming due <br />authorization, execution and delivery by the other party thereto, is in full force and effect <br />and is a valid and legally binding instrument of the Developer enforceable in accordance <br />with its terms, except as the same may be limited by bankruptcy, insolvency, <br />reorganization or other laws relating to or affecting creditor's rights generally and general <br />principles of equity. <br />2. The consummation of the transactions contemplated by the Development <br />Agreement by the Developer and the carrying out of the terms thereof, will not result in <br />violation of any material provision of, or in material default under, the articles of <br />incorporation and bylaws of the Developer, or any indenture, mortgage, deed of trust, <br />indebtedness, agreement, judgment, decree or order to which the Developer, is a party or <br />by which it or its property is bound or subject. <br />1058683.RED <br />V5 to V4; 7/14/99 <br />Very truly yours, <br />F -2 <br />PAGE 55 <br />