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6 <br />(b) Recordation of the Deed of Trust in the Official Records of Alameda <br />County; <br />(c) No material adverse change as determined by Lender in 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 /> 2.3 NO OBLIGATION TO DISBURSE PROCEEDS UPON DEFAULT. <br />Notwithstanding any other provision of this Agreement, the Lender shall have no <br />obligation to disburse or authorize the disbursement of any portion of the Loan <br />Proceeds following: <br />(i) the failure of any of Borrower’s representations and warranties set forth in <br />this Agreement to 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 2.2 have <br />not been satisfied within seven (7) days following the Effective Date, <br />unless an extension of such date is approved by Lender in 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 <br />covenants and acknowledges that Lender is relying thereupon in making the Loan: <br />(a) LEGAL STATUS; AUTHORITY; OWNERSHIP. Borrower is the owner of <br />the Property, subject only to liens, encumbrances, easements, restrictions, conditions <br />and other matters of record or disclosed in 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 <br />under any agreement, indenture or other instrument to which Borrower is a party or by <br />which Borrower may be bound. <br />(c) AUTHORIZATION. The Loan Documents and the transactions <br />contemplated thereby have each been duly authorized by Borrower, and when executed <br />and delivered will each constitute a valid and binding obligation of Borrower, <br />enforceable in accordance with the respective terms thereof. <br /> (d) LITIGATION. There are no pending or to Borrower’s knowledge, <br />threatened actions or proceedings before any court or administrative agency which may <br />adversely affect the financial condition or operation of Borrower or Borrower’s interest in <br />the Property.