Agmt 2007 Estabrook Senior Housing LP etc

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obligations pursuant to this Agreement and the Regulatory Agreement which may survive repayment of the Agency Note, and that the Agency Deed of Trust shall not be reconveyed prior to Developer's satisfaction of such obligations. The Agency acknowledges that Developer's construction and permanent lender(s) may require the subordination of the Agency Deed of Trust. 5.4 Use and Disbursement of Proceeds. The Agency Loan Proceeds shall be used solely to fund (i) acquisition of the Property, escrow, closing and other costs associated with acquisition of the Property as approved by Agency and not paid for with proceeds of the City Loan (the "Acquisition Component"), (ii) predevelopment costs listed in Exhibit G and such other costs approved in writing by Agency's Executive Director or his designee up to the amount of One Million, Six Hundred Nine Thousand, Six Hundred Seventy-Three Dollars ($1,609,673) less the amount disbursed as part of the Acquisition Component (the "Predevelopment Component"), and (iii) Project construction costs as approved by Agency and set forth in the Financing Plan (the "Construction Component"). 5.5 Conditions to Disbursement of Loan Proceeds. Agency's obligation to fund the Agency Loan and disburse the proceeds thereof is conditioned upon the satisfaction of all of the following conditions: (i) Conditions to disbursement of Agency Loan Proceeds for the Acquisition Component: (a) Developer's satisfaction of all of the conditions set forth in Section 4.5 above. (b) The issuance by an insurer satisfactory to Agency of an A.L.T.A. lender's policy of title insurance ("Agency Title Policy") for the benefit of Agency in the amount of the Agency Loan, insuring that the lien of the Agency Deed of Trust is subject only to such defects, liens, conditions, encumbrances, restrictions, easements and exceptions as Agency may approve in writing and containing such endorsements as Agency may reasonably require, with the cost of the Agency Title Policy to be paid by Developer. The Agency Deed of Trust shall be senior to the City Deed of Trust. (c) Developer's delivery to the Agency of evidence of insurance coverage in accordance with the requirements set forth in Section 11.2. (d) The Agency's receipt of a written requisition for disbursement of funds from Developer specifying the amount and use of the requested funds, accompanied by the title company's estimated settlement statement showing the acquisition price, closing costs and all other amounts due in escrow for Developer's acquisition of the Property. (ii) Conditions to disbursement of the Predevelopment Component: (a) Developer's satisfaction of all of the conditions set forth in subsection (i) above. 956070-4 ~ g