Agmt 2007 Estabrook Senior Housing LP etc

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Property or the Project, and Developer's provision to Agency of full waivers or releases of lien clams if required by Agency. The Agency acknowledges that Developer's construction lender may require the proceeds of the City Loan and the Agency Loan to be fully disbursed prior to disbursement of the proceeds of the construction lender's loan. 5.6 No Obligation to Disburse Proceeds Upon Default. Notwithstanding any other provision of this Agreement, the Agency shall have no obligation to disburse or authorize the disbursement of any portion of the Agency Loan Proceeds following: (i) the failure of any of Developer's representations and warranties made in this Agreement or in connection with the Agency Loan to be true and correct in all material respects; (ii) the termination of this Agreement by mutual agreement of the Parties; (iii) the conditions to disbursement of the Agency Loan set forth in Section 5.5 have not been satisfied within the time frame set forth in Section 3.1 with respect to the Acquisition Component, and within the time frame set forth in Section 3.6 with respect to the Construction Component, unless an extension of such applicable date is approved by Agency in writing; or (iv) the occurrence of an Event of Default under this Agreement, any of the Agency Documents, the Regulatory Agreement, or any of the City Documents, which remains uncured beyond any applicable cure period. 5.7 Prepayment; Acceleration (a) Prepayment. Developer shall have the right to prepay the Agency Loan at any time and from time to time, without penalty or premium, provided that any prepayment of principal must be accompanied by interest accrued but unpaid to the date of prepayment. Prepayments shall be applied first to accrued but unpaid interest and then to principal. Any such prepayment shall have no effect upon Developer's obligations under the Regulatory Agreement which shall survive for the full term of the Regulatory Agreement. (b) Due On Sale or Encumbrance. Unless Agency agrees otherwise in writing, the entire unpaid principal balance and all interest and other sums accrued under the Agency Note shall be due and payable upon the Transfer (as defined in Section 6.2) absent the prior written consent of Agency of all or any part of or interest in the Property except as otherwise permitted pursuant to this Agreement. 5.8 Nonrecourse. Except as expressly provided in this Section 5.8, Developer shall have no personal liability for payment of the principal of, or interest on the Agency Note, and the sole recourse of Agency with respect to the payment of the principal of, and interest on the Agency Note shall be to the Property and the Improvements and any other collateral held by Agency as security for the Note; provided however, nothing contained in the foregoing limitation of liability shall: 956070-4 20