Agmt 2007 Estabrook Senior Housing LP etc

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4.5 Conditions to Disbursement of Loan Proceeds. City's obligation to fund the City Loan and disburse the proceeds thereof is conditioned upon the satisfaction of all of the following conditions: (a) Developer's delivery to City of each of the following: (i) certificate of good standing, certified by the Secretary of State indicating that Developer is properly organized, in good standing, and authorized to do business in the State of California, (ii) a certified resolution indicating that Developer has authorized this transaction and that the persons executing this Agreement, the Regulatory Agreement, the Agency Documents, and the City Documents on Developer's behalf have been duly authorized to do so, (iii) certified copies of Developer's limited partnership agreement ("Partnership Agreement") and LP-1, (iv)a certificate of good standing, certified by the Secretary of State indicating that Developer's general partner is properly organized, in good standing, and authorized to do business in the State of California, and (v) certified copies of Developer's general partner's articles of incorporation, bylaws, and I.R.S. tax-exemption determination letter. (b) Developer's delivery to the City of evidence of insurance coverage in accordance with the requirements set forth in Section 11.2. (c) Developer's delivery of the Regulatory Agreement and each of the Agency Documents and City Documents, each fully-executed and acknowledged as applicable. (d) Recordation of the Memorandum, the Regulatory Agreement, the Agency Deed of Trust and the City Deed of Trust in the Official Records. (e) The issuance by an insurer satisfactory to City of an A.L.T.A. lender's policy of title insurance ("City Title Policy") for the benefit of City in the amount of the City Loan, insuring that the lien of the City Deed of Trust is subject only to such defects, liens, conditions, encumbrances, restrictions, easements and exceptions as City may approve in writing and containing such endorsements as City may reasonably require, with the cost of the City Title Policy to be paid by Developer. The City Deed of Trust will be subordinate to the Agency Deed of Trust. (fj The City's receipt of a written requisition for disbursement of funds from Developer specifying the amount and use of the requested funds, accompanied by the title company's estimated settlement statement showing the acquisition price, closing costs and all other amounts due in escrow for Developer's acquisition of the Property. 4.6 No Obligation to Disburse Proceeds Upon Default. Notwithstanding any other provision of this Agreement, the City shall have no obligation to disburse or authorize the disbursement of any portion of the City Loan Proceeds following: (i) the failure of any of Developer's representations and warranties made in this Agreement or in connection with the City Loan to be true and correct in all material respects; 956070-4 14