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detailed invoices and bills documenting costs incurred, as described above, proceeds of the Loans may be disbursed to Vista Del Rio to reimburse Vista Del Rio for Construction costs incurred prior to the Close of Escrow. Vista Del Rio, Successor Agency and City shall agree on a draw request schedule to ensure that the Successor Agency and City are provided with frequent updates regarding the status of the construction of the Improvements, the status of expenditures in accordance with the Project Budget, and the status of invoices submitted by and payments to the General Contractor, suppliers, consultants, and subcontractors performing work at the Project. 6.3 First Disbursement. City's and Successor 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 after the expiration of any applicable notice and cure periods, and (b) neither City nor Successor Agency are in default under this Agreement, City and Successor 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 Successor 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 Progress. 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 Successor Agency against the Property with respect to the subject disbursement, or (ii) City and Successor 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 Successor 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. 14 DOCSOC/ 1475221 v 10/200272-0004