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<br />8.2 Representations by Promenade. Promenade represents and warrants to City and
<br />Assignee that: (i) Promenade is a duly organized, limited partnership validly existing and in good
<br />standing under the laws of the State of California; (ii) Promenade has the power and authority to
<br />execute, deliver and perform its obligations under this Agreement; (iii) this Agreement has been
<br />executed and delivered by persons who are duly authorized to execute and deliver the same for
<br />and on behalf of Promenade, and all actions required under Promenade’s organizational
<br />documents and applicable governing law for the authorization, execution, delivery and
<br />performance of this Agreement have been duly taken; (iv) the execution, delivery and
<br />performance of this Agreement do not violate any rule, regulation, statute, law, order, decree,
<br />judgment or the like, or any agreement or instrument to which Promenade is a party, (v)
<br />Promenade is not in breach or default under the Ground Lease, the Loan Documents or the
<br />Accrued Rent Note; (vi) Promenade has no defenses, setoffs, claims, counterclaims or causes of
<br />action of any kind or nature against City relative to the Ground Lease, the Loan Documents, the
<br />Accrued Rent Note, or this Agreement; (vii) Promenade has not received any notice from any
<br />governmental agency relating to any alleged violation of law, ordinance, rule or regulation
<br />pertaining to the Property or the Project; (viii) Promenade has not filed, and currently has no
<br />intention to file, for any bankruptcy or debtor relief, and Promenade is not insolvent, (ix)
<br />Promenade has received consent to the transfer of the Ground Lease, the Project, and the
<br />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 />
<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; and (viii) this Agreement constitutes a legal, valid and binding obligation of
<br />Assignee, enforceable in accordance with its terms, subject to laws affecting creditors’ rights and
<br />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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