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Resolution No. 2024-59
<br /> Page 7 of 15
<br /> 8.2 Representations by Promenade. Promenade represents and warrants to City that: (i)
<br /> Promenade is a duly organized, limited partnership validly existing and in good standing under
<br /> the laws of the State of California; (ii) Promenade has the power and authority to execute, deliver
<br /> and perform its obligations under this Agreement; (iii) this Agreement has been executed and
<br /> delivered by persons who are duly authorized to execute and deliver the same for and on behalf
<br /> of Promenade, and all actions required under Promenade's organizational documents and
<br /> applicable governing law for the authorization, execution, delivery and performance of this
<br /> Agreement have been duly taken; (iv)the execution, delivery and performance of this Agreement
<br /> do not violate any rule, regulation, statute, law, order, decree,judgment or the like, or any
<br /> agreement or instrument to which Promenade is a party, (v) Promenade is not in breach or
<br /> default under the Ground Lease, the Loan Documents or the Accrued Rent Note; (vi) Promenade
<br /> has no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature against
<br /> City relative to the Ground Lease, the Loan Documents, the Accrued Rent Note, or this
<br /> Agreement; (vii) Promenade has not received any notice from any governmental agency relating
<br /> to any alleged violation of law, ordinance, rule or regulation pertaining to the Property or the
<br /> Project; (viii) Promenade has not filed, and currently has no intention to file, for any bankruptcy
<br /> or debtor relief, and Promenade is not insolvent, (ix)based solely on Assignee's representation in
<br /> Section 9, Promenade has received consent to the transfer of the Ground Lease, the Project, and
<br /> the assignments and assumptions contemplated by this Agreement from all other parties whose
<br /> consent is required; and (x)this Agreement constitutes a legal, valid and binding obligation of
<br /> Promenade, enforceable in accordance with its terms, subject to laws affecting creditors' rights
<br /> and principles of equity.
<br /> 9. Assignee Representations. Assignee represents and warrants to City and Assignor that:
<br /> (i) Assignee is a duly organized, limited partnership, validly existing and in good standing under
<br /> the laws of the State of California whose managing general partner is Kingdom AP LLC, a
<br /> California limited liability company validly existing and in good standing under the laws of the
<br /> State of California and whose sole member is Kingdom Development, Inc. a California nonprofit
<br /> public benefit corporation; (ii)Assignee has the power and authority to execute, deliver and
<br /> perform its obligations under this Agreement; (iii)this Agreement has been executed and
<br /> delivered by persons who are duly authorized to execute and deliver the same for and on behalf
<br /> of Assignee, and all actions required under Assignee's organizational documents and applicable
<br /> governing law for the authorization, execution, delivery and performance of this Agreement have
<br /> been duly taken; (iv)the execution, delivery and performance of this Agreement do not violate
<br /> any rule, regulation, statute, law, order, decree,judgment or the like, or any agreement or
<br /> instrument to which Assignee is a party; (v) Assignee has no defenses, setoffs, claims,
<br /> counterclaims or causes of action of any kind or nature against City; (vi)Assignee has not
<br /> received any notice from any governmental agency relating to any alleged violation of law,
<br /> ordinance, rule or regulation pertaining to the Property or the Project; (vii) Assignee has not
<br /> filed, and currently has no intention to file, for any bankruptcy or debtor relief, and Assignee is
<br /> not insolvent; (viii) Assignee has received consent to the transfer of the Ground Lease, the
<br /> Project, and the assignments and assumptions contemplated by this Agreement from all other
<br /> parties whose consent is required; and (ix) this Agreement constitutes a legal, valid and binding
<br /> obligation of Assignee, enforceable in accordance with its terms, subject to laws affecting
<br /> creditors' rights and principles of equity.
<br /> 10. City Representations. The City acknowledges and agrees that as of the Effective Date, no
<br /> event has occurred and is continuing that would constitute a default, and no event has occurred
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