Agmt25 SEC-Lenders Documents 2 - Loan Agreement

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must be senior to all financing, except that the City may subordinate the Regulatory Agreement, to regulatory agreements required as a condition of financing for an approved Senior Loan. 207. City Not Liable. In no event shall City be liable to Borrower or any other party, including but not limited to any lender, contractor or subcontractor, for any damage whatsoever which may result in whole or in part from any action or inaction of City hereunder, including without limitation, failure or delay in making any disbursement of Loan funds, except to the extent of City's gross negligence or willful misconduct. 300. REPRESENTATIONS AND WARRANTIES 301. City Representations. City represents and warrants to Borrower as follows: 301.1 Authority. City has full power and authority to execute and deliver this Agreement, to execute and deliver all applicable Loan Documents and to perform and observe the terms and provisions of all of the above. 301.2 No Conflict. To the best of City's knowledge, City's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which City is a party or by which it is bound. 301.3 No Bankruptcy. City is not the subject of a bankruptcy proceeding. 301.4 No Condemnation. No condemnation proceeding or moratorium is pending or threatened against the Property or any portion thereof that would impair the use, occupancy or full operation of the Property in any manner whatsoever. 302. Borrower's Representations. To induce City to enter into the Loan and provide the Loan Funds pursuant hereto, Borrower hereby makes the following representations and warranties to City. The Borrower shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section not to be true, immediately provide written notice of such fact or condition to City. 302.1 Organization. Borrower is a duly organized Joint Powers Authority in good standing under the laws of the State of California. The copy of the Joint Powers Agreement, which has been delivered to City is a true and complete copy of the original, as amended to the date of Borrower's execution of this Agreement. 302.2 Authority to Borrow. Borrower has full power and authority to execute and deliver this Agreement, to make and accept the Loan contemplated hereunder, to execute and deliver all applicable Loan Documents and to perform and observe the terms and provisions of all of the above. 302.3 Authority of Persons Executing Documents. The applicable Loan Documents have been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of Borrower, and all actions required under the Borrower's organizational documents and applicable governing law for the authorization, execution, delivery and performance of the Loan Documents have been duly taken. REV: 05-21-25 LF ATTY/AGR.2025.100/HEART-SV (417 Stambaugh St.) (Page 15 of 85)