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(b) Owner’s delivery to the City of evidence of insurance coverage in <br />accordance with the requirements set forth in Exhibit B attached hereto; <br /> (e) No material adverse change as determined by City in its reasonable <br />judgment shall have occurred in the condition of the Property or the Improvements since <br />the date of this Agreement. <br /> 2.4 NO OBLIGATION TO DISBURSE PROCEEDS UPON DEFAULT. <br />Notwithstanding any other provision of this Agreement, the City shall have no obligation <br />to disburse the Loan Proceeds upon the occurrence of an Event of Default under the <br />Loan Documents. <br />ARTICLE III <br />REPRESENTATIONS, WARRANTIES AND COVENANTS <br />3.1 Owner's Representations. Owner represents and warrants to City as <br />follows, and Owner covenants that until the expiration or earlier termination of this <br />Agreement, upon learning of any fact or condition which would cause any of the <br />warranties and representations in this Section 3.1 not to be true, Owner shall <br />immediately give written notice of such fact or condition to City. Owner acknowledges <br />that City shall rely upon Owner’s representations made herein notwithstanding any <br />investigation made by or on behalf of City. <br /> (a) LEGAL STATUS; AUTHORITY; OWNERSHIP. Owner is a legal <br />entity, duly organized and in good standing under the laws of the State of California. <br />Owner has the full right, power and authority to undertake the Project and to execute, <br />deliver and perform all obligations of Owner under the Loan Documents. Owner’s <br />execution, performance and delivery of the Loan Documents have been duly authorized <br />by all requisite actions. The persons executing this Agreement on behalf of Owner have <br />been duly authorized to do so. This Agreement and the other Loan Documents <br />constitute valid and binding obligations of Owner, enforceable in accordance with their <br />respective terms. Owner has a valid ownership interest in the Property and operates <br />the Business thereon. <br /> (b) NO CONFLICT. The execution of the Loan Documents and Owner’s <br />performance thereunder do not and will not result in a breach of or constitute a default <br />under any agreement, contract, order, indenture or other instrument to which Owner is a <br />party or by which Owner may be bound. <br /> (c) AUTHORIZATION. The Loan Documents and the transactions <br />contemplated thereby have each been duly authorized by Owner, and when executed <br />and delivered will each constitute a valid and binding obligation of Owner, enforceable <br />in accordance with the respective terms thereof. The persons executing the Loan <br />Documents on behalf of Owner have been duly authorized to do so. Owner has <br />obtained all required consents for the Project, including without limitation the consent of <br />the owner of the Property. <br />Public Wi-Fi Installation <br />Loan Agreement <br /> <br />5