8M Consent 2008 0902 - Laserfiche WebLink

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(d) Prepayment. The Note or any portion of the outstanding principal balance due under the Note may be prepaid at any time, and from time to time, without penalty or premium. (e) Security, As security for repayment of the Note, Borrower shall execute the Deed of Trust in favor of Agency, substantially in the form attached hereto as Exhibit C and incorporated herein by this reference, as beneficiary pursuant to which the Agency shall be provided a lien against the Property. The Deed of Trust shall be dated as of the Effective Date and shall be recorded in the official records of Alameda County. The Deed of Trust may be subordinated to such other liens and encumbrances as Agency shall approve in writing, in the Agency's sole discretion. 1.2 Due on Sale. Unless Agency agrees otherwise in writing, and except as provided in Section 1.1(c) of this Agreement, the entire unpaid principal balance and all interest and other sums accrued under the Note shall be due and payable upon the transfer, assignment or conveyance of all or any part of, or interest in the Property (a "Transfer"); provided, however, a transfer, assignment or conveyance to (i) an affiliate or related party of Borrower or Comcore or (ii) a party that is controlled by Terrence McGrath or in which he has a controlling equity interest shall not constitute a Transfer as long as the transferee agrees to be bound by the terms and conditions of this Agreement. 1.3 Conditions Precedent to Agency's Obligation to Disburse. The obligation of Agency to fund the Loan and disburse the proceeds thereof is conditioned upon the receipt by Agency of the following; (a) The executed Loan Documents, acknowledged where appropriate; (b) A copy of Borrower's enabling operating agreement or enabling documents, certificate of good standing, corporate borrowing resolution and such other evidence satisfactory to the Agency that the Borrower is duly formed, validly existing, in good standing under the laws of the State of California, has the power and authority to enter into the Loan Documents, and shall be bound by their terms when executed and delivered; (c) A copy of all of Borrower's existing and proposed contract(s) with contractors, architects, design professionals and any other consultants with which the Borrower contracts, or may contract, for the provision of services for the Building Demolition which will be paid from the Loan proceeds; (d) Evidence that Borrower is the fee simple owner of the Property; (e) Certification by Borrower that the Loan Documents do not violate any of Borrower's agreements with any other lenders; (f) Recordation of the Deed of Trust in the official records of Alameda County County; and (g) Copies of such other documents related to the financing and development of the Property as Agency may reasonably request. 1113396.3 3 ~. ~.