Agmt 2017 BAL Theater/San Leandro Curtain Call Performing Arts Loan Agreement

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2.3 CONDITIONS PRECEDENT TO DISBURSEMENT OF PROCEEDS. City's obligation to disburse the Loan Proceeds is conditioned upon the satisfaction of all of the following conditions: (a) Operator's delivery to City of each of the following documents, fully- executed and acknowledged as applicable: (i) the Note and (ii) this Agreement; (b) Reserved. (c) Operator's delivery to City of evidence reasonably satisfactory to City that Operator has obtained all necessary permits (including without limitation, building permits), licenses, and approvals required to undertake the Project, or that the receipt of such permits is subject only to such conditions as City shall reasonably approve; (d) Reserved; (e) Operator's delivery to the City of evidence of insurance coverage in accordance with the requirements set forth in Exhibit C attached hereto; (f) Operator's delivery to City of such documentation as City shall reasonably require regarding Operator's organizational status and authority to execute and perform Operator's obligations under the Loan Documents; (g) Operator's delivery to City of all of the following: (a) Project budget; (b) construction contract and/or quotes for purchases of goods, services or equipment; (c) other documentation, reasonably acceptable to City,that a component of the Project has been completed and paid for; and (d) copies of such other documents related to the development and financing of the Project as City may reasonably request; (h) No material adverse change as determined by City in its reasonable judgment shall have occurred in the condition of the Property or the Improvements or in the financial or other condition of Operator since the date of this Agreement. 2.4 DISBURSEMENT OF FUNDS IN ADVANCE OF PROJECT COMPLETION. At its sole discretion, City may elect to advance a portion of the Loan Proceeds in advance of Project completion or initiation. Such a disbursement will require satisfaction of all of the conditions of Section 2.3 with the exception of Section 2.3 (g)(c). Operator may be required by City to provide copies of signed contracts or purchase orders prior to advancing funds. In no event will funds disbursed under this section exceed thirty percent (30%) of the total loan amount. 2.5 NO OBLIGATION TO DISBURSE PROCEEDS UPON DEFAULT. Notwithstanding any other provision of this Agreement, the City shall have no obligation to disburse the Loan Proceeds upon the occurrence of an Event of Default under the Loan Documents or if the conditions to disbursement of the Loan set forth in Section 2.3 have not been satisfied within 180 days following the Effective Date, unless an extension of such date is approved by City in writing. ARTICLE III