05 052013 JT CC-HA DEPOT AT SANTIAGO EX 2

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6.3 First Disbursement. City's obligation to make the fu-st disbursement of the Loan is subject to satisfaction of the following conditions precedent: (a) General Contractor. If the City Project Manager has not yet approved the General Contractor, the City Project Manager shall have approved the identity and qualifications of the General Contractor. (b) Contract for construction. If the City Project Manager has not yet approved the contract for construction, the City Project Manager shall have approved said contract. 6.4 Termination for Failure of Condition. If (a) any of the conditions set forth herein are not timely satisfied (subject to applicable notice and cure rights) or waived by the City Project Manager, and (b) City is not in default under this Agreement, City may terminate this Agreement without any further liability on its part by giving written notice of termination to Developer. Upon the giving of such notice, all principal, interest and other amounts owing under the specified due date. 6.5 Any Disbursement. City's obligation to make any disbursement of the Loan (including the first and final disbursements is subject to the satisfaction of the following conditions precedent: (a) Satisfactor~Progress. The City Project Manager shall be satisfied, based on his/her own inspections or other reliable information, that the construction is progressing satisfactorily in conformance with all applicable laws and other requirements (including HOME and CDBG Regulations). (b) Condition of Title. Either (i) the City Project Manager reasonably believes 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 against the Property with respect to the subject disbursement, or if such claim is made, then City Project Manager shall receive satisfactory evidence that such claim has been bonded over until its resolution; or (ii) City must have received, at Developer's expense but payable out of the Loan proceeds from the title insurer who issued City's LP-10 Title Policy, all endorsements thereto then reasonably required by City (including, without limitation, CLTA Form 122 -- priority of advance endorsements). (c) Representations and Warranties. The representations and warranties of Developer contained in this Agreement and the other City Loan Documents shall be correct as of the date of the disbursement as though made on and as of that date. (d) No Default. No Event of Default by Developer shall remain uncured 10 1076\01 \1333668.1