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~ i <br />(h) Owner's delivery to Agency of all of the following: (a) Project budget; (b) <br />construction contract; (c) performance bonds or other assurance of completion reasonably <br />acceptable to Agency; and (d) copies of such other documents related to the development <br />and financing of the Project as Agency may reasonably request; <br />(i) No material adverse change as determined by Agency in its reasonable <br />judgment shall have occurred in the condition of the Property or the Improvements or in the <br />financial or other condition of Owner since the date of this Agreement; and <br />(j) All construction and other work related to the Project shall have been <br />completed. <br />2.4 NO OBLIGATION TO DISBURSE PROCEEDS UPON DEFAULT. <br />Notwithstanding any other provision of this Agreement, the Agency shall have no obligation <br />to disburse the Loan Proceeds upon the occurrence of an Event of Default under the Loan <br />Documents or if the conditions to disbursement of the Loan set forth in Section 2.3 have <br />not been satisfied within 180 days following the Effective Date, unless an extension of such <br />date is approved by Agency in writing. <br />ARTICLE III <br />REPRESENTATIONS, WARRANTIES AND COVENANTS <br />3.1 Owner's Representations. Owner represents and warrants to Agency as follows, <br />and Owner covenants that until the expiration or earlier termination of this Agreement, upon <br />learning of any fact or condition which would cause any of the warranties and <br />representations in this Section 3.1 not to be true, Owner shall immediately give written <br />notice of such fact or condition to Agency. Owner acknowledges that Agency shall rely <br />upon Owner's representations made herein notwithstanding any investigation made by or <br />on behalf of Agency. <br />(a) LEGAL STATUS; AUTHORITY; OWNERSHIP. Owner is a corporation, duly <br />organized and in good standing under the laws of the State of California. Owner has the <br />full right, power and authority to undertake the Project, and to execute, deliver and perform <br />all obligations of Owner under the Loan Documents. Owner's execution, performance and <br />delivery of the Loan Documents has been duly authorized by all requisite actions. The <br />persons executing this Agreement on behalf of Owner have been duly authorized to do so. <br />This Agreement and the other Loan Documents constitute valid and binding obligations of <br />Owner, enforceable in accordance with their respective terms. <br />Owner is the owner in fee of the Property and the Improvements, subject only to <br />liens, encumbrances, easements, restrictions, conditions, and other matters of record or <br />disclosed in writing to Agency. <br />(b) NO CONFLICT. The execution of the Loan Documents and Owner's <br />performance thereunder do not and will not result in a breach of or constitute a default <br />under any agreement, contract, order, indenture or other instrument to which Owner is a <br />party or by which Owner may be bound. <br />1172237-2 6 <br />