RDA Agmt 2009 Scribner Family Partnership Ltd

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unpaid to the date of receipt of prepayment. Prepayments shall be applied first to accrued but unpaid interest and then to principal. In no event shall any amount due under the Note become subject to any rights of offset, deduction or counterclaim on the part of Owner. (b) Due On Saie. Unless Agency agrees otherwise in writing, the entire unpaid principal balance and all interest and other sums accrued under the Note shall be due and payable upon the Transfer absent the prior written consent of Agency (which consent shall not be unreasonably withheld), of all or any part of or interest in the Property or the Improvements other than the following: (i) a lease of the Improvements or part thereof entered into in the ordinary course of business; (ii) a sale of a partial interest in the Property so long as Owner retains a controlling interest in the Property; and (iii) a mortgage or encumbrance of the Property to secure a loan, the proceeds of which are utilized for the maintenance or improvement of the Property or for the payment of estate taxes imposed by reason of the death of a general or limited partner in Owner. "Transfer" shall include any assignment, hypothecation, mortgage, pledge, encumbrance or conveyance the Property or the Improvements. 1.5 SUBORDINATION. Agency agrees to subordinate the Deed of Trust to a deed of trust securing a loan for the purposes described in Article 1.4(b)(iii). ARTICLE II USE AND DISBURSEMENT OF PROCEEDS 2.1 USE OF PROCEEDS. Owner shall use the proceeds of the Loan ("Loan Proceeds") solely and exclusively to pay for costs billed to Owner by third-parties in connection with the design and construction of the Project and such other costs related to the Project as Agency may approve in writing. 2.2 DISBURSEMENT OF PROCEEDS. Upon satisfaction of the conditions set forth in Section 2.3, provided that Owner has provided Agency with a written requisition substantially in the form of Exhibit D attached hereto, specifying the amount and use of the requested Loan Proceeds, accompanied by copies of bills and invoices from third parties and such other documentation as Agency may reasonably require, Agency shall disburse Loan Proceeds to Owner no more than once per calendar month. 2.3 CONDITIONS PRECEDENT TO DISBURSEMENT OF PROCEEDS. Agency's obligation to disburse the Loan Proceeds is conditioned upon the satisfaction of all of the following conditions: 1172395-2 5 Commercial Rehabilitation Loan Program Owner Participation and Loan Agreement Form: 12-3-08