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(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 /> (d) NO LITIGATION OR OTHER PROCEEDING. There are no pending <br /> or to Owner's knowledge, threatened actions or proceedings before any court or <br /> administrative agency which may adversely affect the financial condition or operation of <br /> Public Wi-Fi Installation 5 <br /> Loan Agreement <br />