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satisfactory to City that Developer has secured binding commitments, subject only to commercially reasonable conditions, for all Project construction and permanent financing; and (d) Developer's delivery to City and City approval of all of the following: (1) any modifications to the Project construction and operating budgets previously approved by City; (2) performance bonds or other assurance of completion reasonably acceptable to City pursuant to the requirements set forth in Section 3.21 (3) any modification to the construction schedule; and (4) copies of such other documents related to the financing of the Project as City may reasonably request. 4.6 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 Predevelopment Funds or the Loan Proceeds following: (i) the failure of any of Developer's representations and warranties made in this Agreement or in connection with the Predevelopment Funds or the Loan to be true and correct in all material respects; (ii) the termination of this Agreement by mutual agreement of the Parties; (iii) [Reserved.] (iv) the occurrence of an Event of Developer 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 Developer Default under any City Document. 4.7 Prepayment; Acceleration. (a) Prepayment. Developer shall have the right to prepay the Loan, the Original Predevelopment Note, and the Amended and Restated Predevelopment Note 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 City 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 City of all or any part of the Property or the Project except as otherwise permitted pursuant to this Agreement. 4.8 Nonrecourse. Except as expressly provided in Section 3.9 of the Original Predevelopment Note, Section 3.9 of the Amended and Restated Predevelopment Note and Section 3.9 of the Note, the Original Predevelopment Note, the Amended and Restated Predevelopment Note and the Note shall be non - recourse to Developer. ARTICLE V USE OF THE PROPERTY 1865087.6 23