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<br />13 <br />Improvements, and (b) a portion of the City Rehabilitation Grant Proceeds shall be used to pay <br />for the cost of predevelopment expenses, construction and rehabilitation of the Improvements, to <br />be funded through monthly draws. All disbursements shall be in accordance with a Project <br />Budget which is submitted by Lessee to Lessor and approved by Lessor. The Project Budget <br />may be revised from time to time with the mutual approval of the Parties. <br />Section 5.3 Conditions to Disbursement of City Rehabilitation Grant Proceeds. <br />City’s obligation to fund the City Rehabilitation Grant and disburse the City Rehabilitation Grant <br />Proceeds for the purposes of Section 5.2 above is conditioned upon the satisfaction of all of the <br />following conditions <br />(a) City’s receipt of a written draw request for disbursement of funds <br />from Lessee specifying the amount and use of the requested funds, setting forth the <br />proposed uses of funds consistent with this Agreement, the amount of funds needed, and, <br />where applicable, a copy of the bill or invoice covering a cost incurred or to be incurred, and <br />City’s inspection of the work and determination that the work for which payment is <br />requested has been performed in compliance with the requirements of this Agreement. <br />(b) Lessee’s delivery to City of each of the following: (i) certificate of <br />good standing, certified by the Secretary of State indicating that Lessee is properly <br />organized, in good standing, and authorized to do business in the State of California, and a <br />certified resolution indicating that Lessee has authorized this transaction and that the <br />persons executing this Agreement and the Regulatory Agreement on Lessee’s behalf have <br />been duly authorized to do so. <br />(c) Lessee’s delivery to the City of evidence of insurance coverage <br />accordance with the requirements set forth in Article 8. <br />(d) Lessee’s delivery of the Regulatory Agreement, fully executed and <br />acknowledged. <br />(e) Recordation of the Regulatory Agreement in the Official Records. <br />(f) There exists no Default nor any act, failure, omission or condition <br />that would constitute an event of Default under this Agreement. <br />(g) The City’s receipt of a written requisition for disbursement of funds from <br />Lessee specifying the amount and use of the requested funds, which shall be in conformance <br />with the approved Project Budget. <br />Section 5.4 Operating Subsidy Agreement. Lessor and Lessee shall enter into the <br />Operating Subsidy Agreement, substantially in the form attached hereto as Exhibit G and <br />incorporated herein, concurrently with the execution of this Ground Lease. <br />Section 5.5 Project Homekey Grant. Lessor shall be entitled to the disbursement of <br />such portion of the Project Homekey Grant as Lessor determines is necessary for payment of the <br />full amount of the costs of Lessor’s acquisition of the Leased Premises. Lessee shall be entitled to DRAFT