Agmt 2015 San Leandro Successor Agency

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ARTICLE 2 DISBURSEMENT AND ACCOUNTING; USE OF FUNDS 2.1 Disbursement. Loan Proceeds may be disbursed to the Successor Agency upon the receipt of a drawdown request executed by the City Finance Director, in his capacity as staff to the Successor Agency. 2.2 Use of Loan Proceeds. Successor Agency may use the Loan Proceeds to pay Enforceable Obligations (as such term is defined in the Dissolution Law). ARTICLE 3 SUCCESSOR AGENCY REPRESENTATIONS AND WARRANTIES 3.1 Standing. Successor Agency warrants that it is in good standing with respect to all laws and regulations related to Successor Agency operations. 3.2 Authority. Successor Agency warrants that it has authority, and has completed all proceedings and obtain all approvals necessary to execute, deliver, and perform under this Agreement. 3.3 Valid and Binding Obligations. Successor Agency warrants that, when duly executed by the Successor Agency, this Agreement shall constitute the legal, valid and binding obligations of Successor Agency enforceable in accordance with its terms. Successor Agency hereby waives any defense to the enforcement of the terms of this Agreement related to alleged invalidity of any provisions or conditions contained in this Agreement. 3.4 No Adverse Action. Successor Agency warrants that there is no action, suit or proceeding pending or threatened against it which might adversely affect the Successor Agency with respect to this Agreement. ARTICLE 4 SUCCESSOR AGENCY COVENANTS 4.1 Notification. Until the Loan is repaid in full, the Successor Agency covenants that it will promptly notify City in writing of the occurrence of any event with might materially and adversely affect its ability to perform its obligations under this Agreement, or which constitutes, or with the giving of notice or passage of time or both would constitute, an Event of Default under this Agreement. Such occurrences include, but are not limited to, the threat or initiation of lawsuits or administrative proceedings against the Successor Agency that results in a final judgment, order or decree that has a materially adverse effect on the business of the Successor Agency and its ability to perform its obligations under this Agreement, the revocations of material operating licenses, or problems with vendors, suppliers, or customers that has a material effect on the business of the Successor Agency and its ability to perform its obligations under this Agreement.