Agmt 2007 Estabrook Senior Housing LP etc

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ARTICLE V AGENCY FINANCIAL ASSISTANCE 5.1 A~enc~oan. Using funds from the Low- and Moderate-Income Housing Fund that the Agency maintains pursuant to CRL Sections 33334.2, the Agency shall provide a loan ("Agency Loan") to Developer in the amount of up to One Million Nine Hundred Seventy-Eight Thousand Dollars (51,978,000) upon the terms and conditions and for the purposes set forth in this Agreement. The Agency Loan shall be evidenced by a promissory note (the "Agency Note") executed by Developer as Borrower substantially in the form attached hereto as Exhibit E, and shall be secured by a deed of trust (the "Agency Deed of Trust") executed by Developer as Trustor substantially in the form attached hereto as Exhibit F and recorded against the Property subordinate only to such liens as Agency shall approve in writing. The outstanding principal balance of the Agency Note will accrue three percent (3%) annual simple interest commencing upon the date of disbursement. Provided that Developer has complied with all conditions precedent to disbursement of the Agency Loan set forth in Section 5.5, the proceeds of the Agency Loan (the "Agency Loan Proceeds") shall be disbursed in accordance with Section 5.4 hereof. Without limiting the generality of the foregoing, subject to Section 5.6, it is expressly understood by the Parties that Agency's obligation to disburse Agency Loan Proceeds for the Construction Component (defined below) is contingent upon the closing of construction financing for the Project and Developer's provision of evidence reasonably satisfactory to the Agency that Developer has obtained binding commitments for all sources of funds necessary for construction and permanent financing of the Project. Following Developer's acquisition of the Property, Agency shall have the right to terminate this Agreement, and shall have no obligation to fund the Construction Component if Developer does not provide Agency with evidence reasonably satisfactory to Agency that Developer has obtained binding commitments for additional financing sufficient to fully fund the construction and permanent financing of the Project within thirty-eight (38) months following the Effective Date. The Parties agree that Agency shall disburse Agency Loan Proceeds only for the purposes set forth in Section 5.4. 5.2 Payment Dates; Maturity Date. Annual payments shall be due and payable on a residual receipts basis in accordance with the formula set forth in the Agency Note. The entire outstanding principal balance of the Agency Loan together with accrued interest and all other sums due under the Agency Documents shall be payable in full on the fifty-fifth (55`n) anniversary of the date that City issues the final certificate of occupancy for the Project. 5.3 Security. As security for repayment of the Agency Note, Developer shall execute the Agency Deed of Trust pursuant to which Agency shall be provided a lien against the Property and the Improvements. The Agency Deed of Trust shall be recorded in the Official Records on the date that Developer acquires the Property. The Agency Deed of Trust maybe subordinated only to such liens and subject only to such title exceptions as Agency may approve in writing. Developer acknowledges that the Agency Deed of Trust secures performance of Developer's ~s~o~o-a 1 ~