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Construction/Permanent 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 Developer's obligations under the Regulatory Agreement which shall survive for the full term of the Regulatory Agreement. (b) Due On Transfer or Encumbrance. Unless City agrees otherwise in writing, the entire unpaid principal balance and all interest and other sums accrued under the Construction/Permanent 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 Property or the Project except as otherwise permitted pursuant to this Agreement. (c) Default. The City shall have the right to accelerate the Maturity Date and declare all sums payable under the Construction/Permanent Note immediately due and payable upon the expiration of all applicable cure periods following the occurrence of an Event of Developer Default. 4.7 Conditions to Disbursement of Loan Proceeds. 4.7.1 Intentionally omitted. 4.7.2 Conditions to Disbursement of Construction/Permanent Loan Proceeds. City's obligation to disburse the proceeds of the Construction/Permanent Loan is conditioned upon the satisfaction of all of the following conditions: (a) No Default. There shall exist no condition, event or act which would constitute a material breach or default under this Agreement or any other City Document, or which, upon the giving of notice or the passage of time, or both, would constitute such a material breach or default. (b) Representations. All representations and warranties of Developer contained herein or in any other City Document or certificate delivered in connection with the transactions contemplated by this Agreement shall be true and correct in all material respects as of the Close of Escrow. (c) Due Authorization and Good Standing. Developer shall have delivered to City: (i) a certificate of good standing, certified by the Secretary of State, indicating that Developer is properly organized and authorized to do business in the State of California; (ii) copies of Developer's articles of organization and operating agreement, each certified by Developer's managing member as accurate, complete, and in full force and effect; (iii) verification of Developer's tax-exempt status; and (iv) a certified resolution authorizing Developer's execution of and performance under this Agreement and the other City Documents. (d) Loan Documents. Developer's execution and delivery of the Construction/Permanent Note, the Deed of Trust, and all other City Documents to which Developer is a party; OAK #4845-1087-0362 v5 15