RDA Agmt 2008 1750 Doolittle LLC etc

Home

1.4 No Obligation to Disburse Proceeds upon Default. Notwithstanding any other provision of this Agreement, the Agency shall have no obligation to disburse any portion of the proceeds of the Loan if Borrower's representations and warranties fail to be true and correct in all material respects or if there is an occurrence of an Event of Default under the Loan Documents. 1.5 Use of Funds. Borrower agrees to use the proceeds of the Loan solely to pay for a) the retirement of the Seller Financing, and b) the Building Demolition . 1,6 Disbursement of Loan Proceeds. Upon satisfaction of the conditions set forth in Section 1.3 herein together with execution of the Loan Agreements, Agency shall disburse the Loan funds to Borrower. It is contemplated that the first loan disbursement will occur immediately prior to the repayment of the Seller Financing, and the remaining funds will be disbursed following presentation to Agency of reasonable documentation for all of the costs, fees and expenses incurred for the Building Demolition. ARTICLE 2 BORROWER REPRESENTATIONS AND WARRANTIES 2.1 Duly Organized. Borrower warrants that it is duly organized under applicable laws of the State of California, is qualified to do business in the City, and is in compliance in all material respects with all laws and regulations necessary to acquire the Project. 2.2 Authorit . Borrower warrants that it has authority, and has completed all proceedings and obtained all approvals necessary to execute, deliver, and perform its obligations under this Agreement, and the Note and the transactions contemplated thereby. 2.3 No Contravening Agreements. Borrower warrants that the execution, delivery, and performance of this Agreement and all associated documents will not contravene, or constitute a default under or result in a lien upon assets of the Borrower pursuant to any applicable law or regulation, any charter document of the Borrower, or any instrument binding upon or affecting the Borrower, or any contract, agreement, judgment, order, decree, or other instrument binding upon or affecting the Borrower. 2.4 Valid and Binding Obligations. Borrower warrants that, when duly executed by the Borrower, this Agreement and the Note shall constitute the legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms. The Borrower hereby waives any defense to the enforcement of the terms of the Loan Documents related to alleged invalidity of any provisions or conditions contained therein. 2.5 No Adverse Action. Borrower warrants that there is no action, suit or proceeding pending or threatened against it which might adversely affect the Borrower in any material respect. 1113396.3 4