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goods or materials provided or services or labor performed regarding the Project or the City Funded Improvements on behalf of Borrower by any person or entity. The indemnity and defense obligations under this Agreement shall survive the expiration or earlier termination of this Agreement, until all claims against any of the hidemnitees involving any of the indemnified matters are fully, finally, absolutely and completely barred by applicable statutes of limitations. Section 5.4 Force Maicure. The occurrence of any of the following events will excuse performance of any obligations of the City or Borrower rendered impossible to perform while the event continues: strikes; lockouts; labor disputes; acts of God; pandemics; quarantine restrictions; inability to obtain labor, materials or reasonable substitutes for either; governmental restrictions, regulations or controls; executive orders; judicial orders; enemy or hostile goverranental actions; civil commotion; fire or other casualty and other causes beyond the control of the party obligated to perform. The occurrence of a force majeure event will excuse Borrower's performance only in the event that Borrower has provided notice to the City within thirty (30) days of Borrower's actual knowledge the occurrence or commencement of the event or events, acid Borrower's performance will be excused for a period ending thirty (30) days after the termination of the event giving rise to the delay. ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF BORROWER Section 6.1 Borrower Representations and Warranties, As a further inducement for the City to enter into this Agreement, Borrower represents and warrants as follows: (a) Borrower is lawfully entitled to do business in the State of California and has the legal right, power and authority to enter into this Agreement and the instruments and documents referenced herein and to consummate the transactions contemplated hereby. The persons executing this Agreement and the instruments referenced herein on behalf of the Borrower hereby represent and warrant that such persons have the power, right and authority to bind the Borrower. (b) When duly executed, the Loan Documents will constitute the legal, valid and binding obligations of Borrower. Borrower hereby waives any defense to the enforcement of the Loan Documents related to alleged invalidity of the Loan Documents, (c) No action, suit or proceeding is pending or to the best of Borrower's knowledge, threatened that might affect the Borrower or the Project adversely in any material respect. (d) Borrower is not in default under any agreement to which it is a party, including any lease of -real property, (e) All statements and representations made by Borrower in connection with the Public Improvement Loan remain true and correct as of the date of this Agreement. ARTICLE 7 NOTICES. Section 7.1 Notice. Any and all Notices submitted by either Party to the other Party pursuant to or as required by this Agreement shall be proper, if in writing and 55394.00049W0884170.6 16