05 - JOINT PH - Vista Del Rio DDA

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6.3 First Disbursement. City's and Agency's obligation to make the first disbursement of the proceeds of the Loans is subject to satisfaction of the following conditions precedent: (a) General Contractor. If the Executive Directors have not yet approved the General Contractor, the Executive Directors shall have approved the identity and qualifications of the General Contractor. (b) Construction Contract. If the Executive Directors have not yet approved the Construction Contract, the Executive Directors shall have approved the Construction Contract. 6.4 Termination for Failure of Condition. If (a) any of the conditions set forth herein are not timely satisfied or waived by the Executive Directors, and (b) neither City nor Agency are in default under this Agreement, City and Agency may terminate this Agreement without any further liability on its part by giving written notice of termination to Vista Del Rio. Upon the giving of such notice, all principal, interest and other amounts owing under the Notes shall be immediately due and payable, regardless of any other specified due date. 6.5 Any Disbursement. City's and Agency's obligation to make any disbursement of the proceeds of the Loans (including the first and final disbursements) is subject to the satisfaction of the following conditions precedent: (a) Satisfactory Proms. The Executive Directors shall be satisfied, based on their own inspections or other reliable information, that the Construction is progressing satisfactorily in conformance with all applicable laws and other requirements (including HOME regulations). (b) Condition of Title. Either (i) the Executive Directors reasonably believe that no event has occurred since the Close of Escrow that would give rise to a colorable claim against the Property (e.g., a mechanic's lien) superior to the claim of City and Agency against the Property with respect to the subject disbursement, or (ii) City and Agency must have received, at Vista Del Rio's expense but payable out of the Construction Proceeds, from the title insurer who issued City's and Agency's LP-10 Title Policies, all endorsements thereto then reasonably required by the Executive Directors (including, without limitation, CLTA Form 122 -priority of advance endorsements). (c) Representations and Warranties. The representations and warranties of Vista Del Rio contained in this Agreement and the other Loan Documents shall be correct in all material respects as of the date of the disbursement as though made on and as of that date. (d) No Default. No Event of Default by Vista Del Rio shall remain uncured and no event shall have occurred which, with the giving of notice or the passage of time or both, would constitute an Event of Default by Vista Del Rio. 6.6 Final Disbursement. City's and Agency's obligation to disburse that portion of the proceeds of the Loans retained pursuant to Section 6.12 is subject to the satisfaction of the following additional conditions precedent: (a) Construction Complete. The construction of the Project shall be complete. (b) Certificate of Completion and Release of Construction Covenants. Any portion of the construction requiring inspection or certification by any Governmental Authority shall have been inspected and certified as complete. Vista Del Rio shall request that the Building 14 D O C S O C/ 1475 221 v5/200272-0004