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• <br /> (i) Authority; General Partner. Borrower is a limited partnership, duly <br /> organized and in good standing under the laws of the State of California. Borrower's <br /> general partner is Eden Las Palmas LLC, a California limited liability company whose <br /> sole member and manager is Eden Investments, Inc., a California nonprofit public <br /> benefit corporation that is duly organized and in good standing under the laws of the <br /> State of California and tax - exempt under Section 501(c)(3) of the Internal Revenue <br /> Code of 1986, as amended. Borrower has the full right, power and authority to <br /> undertake all obligations of Borrower as provided herein, and the execution, <br /> performance and delivery of this Agreement by Borrower has been duly authorized by <br /> all requisite actions. The persons executing this Agreement on behalf of Borrower have <br /> been duly authorized to do so. This Agreement and the other Agency Documents <br /> constitute valid and binding obligations of Borrower, enforceable in accordance with <br /> their respective terms. <br /> (ii) No Conflict. Borrower's execution, delivery and performance of its <br /> obligations under this Agreement will not constitute a default or a breach under any <br /> contract, agreement or order to which Borrower is a party or by which it is bound. <br /> (iii) No Litigation or Other Proceeding. No litigation or other proceeding <br /> (whether administrative or otherwise) is outstanding or has been threatened which <br /> would prevent, hinder or delay the ability of Borrower to perform its obligations under <br /> this Agreement. <br /> (iv) No Borrower Bankruptcy. Borrower is not the subject of a <br /> bankruptcy or insolvency proceeding. <br /> 3.2 Indemnification. Borrower shall indemnify, defend (with counsel approved <br /> by Agency) and hold the Agency and its elected and appointed officers, officials, <br /> employees, contractors and agents (all of the foregoing, collectively "Indemnitees ") <br /> harmless from and against any and all demands, claims, suits, costs, expenses <br /> (including court costs and reasonable attorneys' fees), losses, damage, causes of <br /> action, fines, judgments, penalties, deficiencies, or liabilities of any kind (all of the <br /> foregoing, collectively "Claims ") arising directly or indirectly in any manner in <br /> connection with or resulting from (a) any and all construction activities conducted in <br /> connection with the Property or the Project, including without limitation, site <br /> investigations conducted by or for Borrower, (b) any failure of any of Borrower's <br /> representations or warranties set forth in this Agreement, or made by Borrower in <br /> connection with the execution and delivery of this Agreement or in any certificate <br /> furnished pursuant hereto, or in connection with any request for disbursement of Loan <br /> Proceeds to be correct in all material respects, (c) any Claim, whether meritorious or <br /> not, brought or asserted against any Indemnitee which relates to or arises in connection <br /> with any Agency Document or any transaction contemplated thereby, or the relationship <br /> between Borrower and Agency. Borrower's obligations under this Section shall survive <br /> the making and repayment of the Loan and the expiration or termination of this <br /> Agreement. Borrower's indemnity obligations shall not apply to any Claims arising <br /> solely as a result of the willful misconduct or gross negligence of the Indemnitees. It is <br /> further agreed that Agency does not and shall not waive any rights against Borrower <br /> 1582106.2 5 <br />