Agmt 2009 Alameda Housing Associates LP

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the Project consistent with the approved Financing Plan, as it maybe updated with Agency approval, and Project approvals_ 4.5 Conditions to Disbursement of Predevelopment Funds and Loan Proceeds. 4.5.1 Conditions to Disbursement of Predevelopment Funds. Agency's obligation to disburse Predevelopment Funds is conditioned upon the satisfaction of all of the following conditions: (i) Developer's execution and delivery to Agency of this Agreement, the Predevelopment Note and the Assignment Agreement. (ii) Developer's delivery to the Agency of evidence of liability insurance coverage in accordance with the requirements set forth herein. (iii) Developer's delivery to Agency of each of the following: (i) certificate of good standing, certified by the Secretary of State indicating that Developer is properly organized and authorized to do business in the State of California, (ii) a certified resolution indicating that Developer has authorized the transactions contemplated by this Agreement and that the persons executing the Agency Documents on behalf of Developer have been duly authorized to do so, (iii) certified copy of Developer's LP-l, (iv) a copy of Developer's executed partnership agreement, certified as accurate and complete by an authorized officer of Developer's general partner's sole member; and (v) certified copies of Developer's general partner's LLC-1 and operating agreement; (vi) verification of Developer's general partner's sole member's tax- exempt status; and (vii) a copy of Developer's executed option to acquire a leasehold interest in the Property, certified as accurate and complete by an authorized officer of Developer's general partner's sole member. (iv) No material adverse change as determined by Agency in its reasonable judgment shall have occurred in the condition of the Property or in the financial or other condition of Developer since the date of this Agreement. (v) Agency's receipt of a written requisition from Developer specifying the amount and use of the requested funds, accompanied by copies of third-party invoices for services rendered in connection with the Project (accompanied by or to be followed by evidence of payment of such invoices, as applicable), and such other documentation as Agency shall reasonably require, including without limitation, executed consents to the extent required by the Assignment Agreement. (vi) Prior to disbursement of the last One Million Dollars ($],000,000) of Predevelopment Funds, Agency must receive evidence satisfactory to Agency that all conditions set forth in Section 4.1.1 have been satisfied. 4.5.2 Conditions to Disbursement of Construction/I'ermanent Loan Proceeds. Agency's obligation to fund the Loan and disburse the Loan Proceeds is conditioned upon the satisfaction of all of the following conditions: ~ i~s9s~-s l 8