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<br />4 <br /> <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 warranties <br />and representations in this Section 3.1 not to be true, Owner shall immediately give written <br />notice of such fact or condition to City. Owner acknowledges that City shall rely upon <br />Owner’s representations made herein notwithstanding any investigation made by or on <br />behalf of City. <br />(a) LEGAL STATUS; AUTHORITY; LEASE. Owner has the full right, power and <br />authority to undertake the Project and to execute, deliver and perform all obligations of <br />Owner under the Loan Documents. Owner’s execution, performance and delivery of the <br />Loan Documents has been duly authorized by all requisite actions. The persons executing <br />this Agreement on behalf of Owner have been duly authorized to do so. This Agreement <br />and the other Loan Documents constitute valid and binding obligations of Owner, <br />enforceable in accordance with their respective terms. <br />Owner is the owner in fee of the Property and the Improvements, subject only to <br />liens, encumbrances, easements, restrictions, conditions, and other matters of record or <br />disclosed in writing to City. <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 contemplated <br />thereby have each been duly authorized by Owner, and when executed and delivered will <br />each constitute a valid and binding obligation of Owner, enforceable in accordance with the <br />respective terms thereof. The persons executing the Loan Documents on behalf of Owner <br />have been duly authorized to do so. <br />(d) NO LITIGATION OR OTHER PROCEEDING. There are no pending or to <br />Owner’s knowledge, threatened actions or proceedings before any court or administrative <br />City which may adversely affect the financial condition or operation of Owner or Owner’s <br />development of the Project and leasehold interest in the Lease or ownership of the <br />Improvements. <br /> (e) NO BANKRUPTCY. Owner is not the subject of a bankruptcy or insolvency <br />proceeding. <br />(f) COMPLIANCE WITH LAWS. Owner is in compliance in all material respects <br />with all local, state and federal laws, rules, regulations, orders and decrees which are <br />applicable to the Premises or to Owner in relation thereto (“Applicable Law”) including <br />without limitation, all environmental, health and safety and employment laws. Owner has <br />received no notice from any governmental authority regarding any threatened or pending <br />zoning, building, fire, or health code violation or violation of other governmental regulations <br />concerning the Premises that has not been corrected, and no condition under the Lease or <br />on the Premises violates any Applicable Law. <br />DocuSign Envelope ID: 48E3EBFC-3FF5-4238-BC9E-4D8C2D3ECF64