Agmt 2006 Allied Housing Program (2)

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(C) the conditions to disbursement ofthe Loan set forth in Section 2.3 have not been satisfied within six (6) months following the Effective Date, unless an extension of such date is approved by City in writing; or (D) the occurrence of an Event of Default under any ofthe City Documents or the existence of any condition, event or act which upon the giving of notice or the passage of time or both would constitute an Event of Default by Borrower under any City Document. ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS 3.1 Borrower makes the following representations, warranties and covenants: (A) LEGAL STATUS: AUTHORITY: OWNERSHIP. Borrower is a nonprofit public benefit corporation, duly organized, validly existing and in good standing under the laws ofthe State of Cali fomi a, has aU requisite power and authority to own the Property, to develop and operate the Project, and to execute, deliver and perform its obligations under the City Documents. (B) NO VIOLATION. The execution of the City Documents and Borrower's performance thereunder does not and will not result in a breach of or constitute a default under any agreement, indenture or other instrument to which Borrower is a party or by which Borrower may be bound. (C) AUTHORIZATION. The City Documents to which Borrower is a party and the transactions contemplated thereby have each been duly authorized by Borrower, and when executed and delivered will each constitute a valid and binding obligation of Borrower, enforceable in accordance with the respective terms thereof. (D) LITIGA TION. There are no pending or to Borrower's knowledge, threatened actions or proceedings before any court or administrative agency which may adversely affect the financial conditio~ or operation of Borrower or Borrower's ownership or operation of the Property and the Improvements. (E) COMPLIANCE WITH LAWS. Borrower is in compliance in all material respects with all local, state and federal laws, rules, regulations, orders and decrees which are applicable to the Property or the Project or to Borrower in relation thereto ("Applicable Law") including without limitation, all environmental, health and safety and employment laws. (F) DISCLOSURE. No representation or warranty made by Borrower in this Agreement or in any ofthe other City Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading. There is no fact known to Borrower which has or might reasonably be anticipated to have a material adverse effect on the business, assets, financial condition of Borrower, or Borrower's ability to own and operate the Project which has not been disclosed to City in writing. 818012-3 8