Agmt 2012 Eden Surf Associates LP

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forth in Section 3.19; (3) construction schedule; (4) City's receipt of a written requisition from Borrower specifying the amount and use of the requested funds, accompanied by copies of third - party invoices, evidence of Borrower's payment for services rendered in connection with the Project, and (5) copies of such other documents related to the acquisition, rehabilitation and financing of the Project as City may reasonably request. (xi) With respect to the portion of the Loan Proceeds to the funded with CDBG funds, HUD approval of an amendment to the City's Fiscal Year 2011-2012 Consolidated Annual Action Plan authorizing use of such funds for the Loan. 4.7 No Obligation to Disburse Proceeds Upon Default. Notwithstanding any other provision of this Agreement, the City shall have no obligation to disburse or authorize the disbursement of any portion of the Loan Proceeds following: (i) the failure of any of Borrower's representations and warranties set forth in this Agreement or in connection with the Loan to be true and correct in all material respects; (ii) the termination of this Agreement by mutual agreement of the Parties; (iii) the occurrence of an Event of Default under any City Document which remains uncured beyond any applicable cure period, or the existence of any condition, event or act which upon the giving of notice or the passage of time or both would constitute an Event of Default under any City Document. 4.8 Prepayment; Acceleration. (a) Prepayment. Borrower shall have the right to prepay the 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 Borrower's obligations under the Regulatory Agreement which shall survive for the full term of the Regulatory Agreement. (b) Due On Transfer or Default. The entire outstanding principal balance of the Loan shall be due in full on the earliest to occur of: (1) the date of any Transfer in violation of the Loan Documents, (ii) the date of any Event of Borrower Default (after any applicable cure period), or (iii) the repayment date(s) specified in the Note. 4.9 Nonrecourse. Except as expressly provided in Section 3.9 of the Note, the Note shall be non - recourse to Borrower. ARTICLE V USE OF THE PROPERTY 5.1 Affordable Housing. Borrower covenants and agrees for itself, its successors and assigns that (A) the Property will be subject to recorded covenants that will restrict use of the 1755895.3 14