Loan Agmt 135 Parrott Street - Slice House 04152021

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3 (b) Due On Sale. 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 or interest in the Premises or the Improvements, other than a lease of the Improvements or part thereof entered into in the ordinary course of business. “Transfer” shall include any assignment, hypothecation, mortgage, pledge, encumbrance or conveyance of the Lease, Business, or the Improvements. ARTICLE II USE AND DISBURSEMENT OF PROCEEDS 2.1 USE OF PROCEEDS. Tenant shall use the proceeds of the Loan (“Loan Proceeds”) solely and exclusively to pay for costs billed to Tenant by third-parties in connection with the design and construction of the Project and such other costs related to the Project as City may approve in writing. 2.2 DISBURSEMENT OF PROCEEDS. Upon satisfaction of the conditions set forth in Section 2.3, provided that Tenant has provided City with a written requisition 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 City may reasonably require, City shall disburse Loan Proceeds to Tenant no more than three increments, or once per calendar month. 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) Tenant’s delivery to City of each of the following documents, fully- executed and acknowledged as applicable: (i) the Note, (ii) the Leasehold Deed of Trust, (iii) the Memorandum, and (iv) this Agreement; (b) The recordation of the Leasehold Deed of Trust and the Memorandum in the Official Records of Alameda County, subject only to Permitted Exceptions (as defined in Section 1.3.1); (c) Tenant’s delivery to City of evidence reasonably satisfactory to City that Tenant 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) City shall have approved the final plans and specifications for the Project; (e) Tenant’s delivery to the City of evidence of insurance coverage in accordance with the requirements set forth in Exhibit D attached hereto; (f) Tenant’s delivery to City of such documentation as City shall reasonably require regarding Tenant’s organizational status and authority to execute and perform Tenant’s obligations under the Loan Documents; DocuSign Envelope ID: ACE7FE70-EFEF-4CC1-BCEF-41A2C1B71328