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ARTICLE 3. BORROWER REPRESENTATIONS AND WARRANTIES 3.1 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 and construct the Project. 3.2 Authority. 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. 3.3 No Contravening Agreements. Borrower warrants that the execution, delivery, and performance of this Agreement and the Note will not 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. 3.4 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. 3.5 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 to its ability to enter into this Agreement or to construct the Project. ARTICLE 4. BORROWER OBLIGATIONS AND COVENANTS 4.1 Use of Proceeds. Subject to Section 4.5, Borrower covenants that it shall use the proceeds of the Loan solely for soft costs and construction costs related to the installation of the tenant improvements and the use of the Premises for a childcare center. Borrower's anticipated costs are identified in the budget attached as Exhibit A (the "Development Budget"). Borrower shall have no obligation to commence work under this Agreement to draw on any loan funds, commence construction of the Improvements or enter into a construction contract for the Project until such time as (a) it has received the Childcare Contribution (as defined below) and (b) it has entered into the Sublease. 4.2 Construction Plans. Prior to commencement of construction of the Improvements, Borrower shall submit to the City's Building Department detailed construction plans for the Improvements (the "Construction Plans"). As used herein "Construction Plans" means the final architectural drawings and building plans and specifications. Approval of the Construction Plans by City Building Department shall be deemed approval by City under this Agreement. 2743881.2 4