KOTTINGER GARDENS PHASE 1 - AFFORDABLE HOUSING LOAN AGMT

limitation,the Memorandum,the City HOME Deed of Trust, a promissory note substantially in the form attached hereto as Exhibit B (the "Note"), a deed of trust substantially in the form attached hereto as Exhibit C (the"Deed of Trust"), and an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants substantially in the form attached hereto as Exhibit D(the"Regulatory Agreement"). Concurrently with the Closing,the Memorandum, the Regulatory Agreement,the City HOME Deed of Trust and the Deed of Trust shall be recorded in the Official Records. (f) Mechanics' Liens. Developer's delivery to City of evidence reasonably satisfactory to City that there are no mechanics' liens or stop notices related to the Property or the Project resulting from work done by or on behalf of Developer or MidPen, and Developer's provision to City of full waivers or releases of lien clams if required by City. (g) Lender's Title Policy. The Title Company shall, upon payment of the premium therefor, be committed to issue an ALTA Lender's Policy of Title Insurance for the benefit and protection of City("Lender's Title Policy") in the amount of the Loan, insuring that the lien of the Deed of Trust, the HOME Deed of Trust, and the Regulatory Agreement are subject only to title exceptions and such other defects, liens, conditions, encumbrances, restrictions, easements and exceptions as City may reasonably approve in writing(collectively, "City's Permitted Exceptions"), showing a leasehold interest in the Property vested in Developer, and containing such endorsements as City may reasonably require, with the cost of such Lender's Title Policy to be paid by Developer. (h) Insurance; Payment and Performance Bonds. Developer shall have provided evidence satisfactory to City that Developer has obtained insurance coverage meeting the requirements set forth in Article XI, and shall have provided to City copies of payment bonds and performance bonds pursuant to Section 5.18. (i) Financing Plan. City shall have approved the Financing Plan, including without limitation, the construction and operating budgets for the Project. Notwithstanding anything to the contrary set forth herein, the City acknowledges that the City has approved the Financing Plan attached hereto as Exhibit E. 0) Evidence of Availability of Funds. Prior to the Closing Date, Developer shall submit to the City copies of all loan documents for the financing sources identified in the approved Financing Plan (other than the AHP Loan), together with evidence reasonably satisfactory to City that(i) all conditions to the release and expenditure of the initial draw of funds from each source described in the approved Financing Plan as a source of construction financing for the Project have been met and that such funds will be available, and (ii)except for the AHP Loan, all construction financing (including draws subsequent to the initial draw of funds) will be available upon the satisfaction of the conditions set forth in the construction loan documents. Developer shall have provided to City copies of documents related to development and financing of the Project as City may reasonably request, including without limitation the Partnership Agreement. Except for the AHP Loan, Developer's construction financing for the Project shall have closed or shall close concurrently with the Closing for the City Loan. OAK#4822-6539-6013 v6 12