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3 <br />(c) Borrower’s delivery to Lenderof each of the following: (i) certificate of good <br />standing, certified by the Secretary of State indicating that Borroweris in good standing and <br />authorized to do business in the State of California,and(ii) a certified resolution indicating that <br />Borrowerhas authorized this transaction and that the persons executing the LoanDocuments on <br />behalf of Borrowerhave been duly authorized to do so, and; <br />(d) No material adverse change as determined by Lenderin its reasonable <br />judgment shall have occurred in the condition of the Property or in the financial or other <br />condition of Borrower since the date of this Agreement. <br />2.4 NO OBLIGATION TO DISBURSE PROCEEDS UPON DEFAULT. <br />Notwithstanding any other provision of this Agreement, the Lendershall have no obligation to <br />disburse or authorize the disbursement of any portion of the Loan Proceeds following: <br />(i) the failure of any of Borrower’s representations and warrantiesset forth in <br />this Agreementto be true and correct in all material respects; <br />(ii) the termination of this Agreement by mutual agreement of the Parties; <br />(iii) the conditions to disbursement of the Loan set forth in Section 2.3have <br />not been satisfied within seven(7)days following the Effective Date, <br />unless an extension of such date is approved by Lenderin writing; or <br />(iv)the occurrence of any Event of Default hereunder. <br />ARTICLE III <br />REPRESENTATIONS, WARRANTIES AND COVENANTS <br />3.1 Borrower makes the following representations, warranties and covenantsand <br />acknowledges that Lenderis relying thereupon in making the Loan: <br />(a) LEGAL STATUS; AUTHORITY; OWNERSHIP. Borrower isa non-profit <br />entity dulyorganized and in good standing under the laws of the State of California. The persons <br />executing this agreement on behalf of Borrower have been duly authorized to do so. Borrower <br />has all requisite power and authority to execute, deliver and perform its obligations under the <br />Loan Documents. Borrower is the fee simple owner ofthe Property, subject only to liens, <br />encumbrances, easements, restrictions, conditions, and other matters of record or disclosed in <br />writing to Lender. <br />(b)NO VIOLATION. The execution of the Loan Documents and Borrower’s <br />performance thereunder do not and will not result in a breach of or constitute a default under any <br />agreement, indenture or other instrument to which Borrower is a party or by which Borrower <br />may be bound.