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<br />{00149157 12} 5. <br /> <br />3.2 Representations by Developer <br /> <br />The Developer makes the following representations as the basis for the undertakings on <br />its part contained herein: <br /> <br />a. The Developer is comprised of U.S. Home Corporation, a Delaware corporation, <br />the fee owner of the separate parcels which constitute the Developer’s Property. <br />Developer is duly organized under the laws of Delaware and, to the best of the <br />Developer’s knowledge, is not in violation of any of its organizational documents. <br />Developer has the authority to execute this Master Agreement. <br /> <br />b. The Developer has the authority to execute, deliver and perform its obligations <br />under this Master Agreement. <br /> <br />c. The Developer is not in default under any lease, contract, or agreement to which it <br />is a party or by which it is bound which would affect its performance under this <br />Master Agreement. The Developer is not a party to or bound by any mortgage, <br />lien, lease, agreement, instrument, order, judgment, or decree that would prohibit <br />the execution or performance of this Master Agreement by the Developer or <br />prohibit any of the transactions provided for herein. <br /> <br />d. To the best of its knowledge, the Developer is in compliance with all applicable <br />federal, state and local statutes, laws, ordinances and regulations including, <br />without limitation, any permits, licenses, and applicable zoning, environmental, or <br />other laws, ordinances, or regulations affecting the Developer’s Property or the <br />Development. <br /> <br />e. The Developer has the ability to fulfill its financial obligations under this Master <br />Agreement. <br /> <br />3.3 Representations by Owner <br /> <br />The Owner makes the following representations as the basis for the undertakings on its <br />part contained herein: <br /> <br />a. Owner is a limited liability company duly organized under the laws of Delaware <br />and, to the best of the Owner’s knowledge, is not in violation of any of its <br />organizational documents. Owner has the authority to execute this Master <br />Agreement and to perform its obligations under this Master Agreement. <br /> <br />b. Owner is not in default under any lease, contract, or agreement to which it is a <br />party or by which it is bound which would affect its performance under this <br />Master Agreement. Owner is not a party to or bound by any mortgage, lien, lease, <br />agreement, instrument, order, judgment, or decree that would prohibit the