KOTTINGER GARDENS PHASE 1 - AFFORDABLE HOUSING LOAN AGMT

(i) the failure of any of Developer's representations and warranties made in this Agreement or in connection with the Loan to be true and correct in all material respects; (ii) the termination of this Agreement by mutual agreement of the Parties; (iii) the occurrence of an Event of Developer Default under any City Document which remains uncured beyond any applicable cure period, or the existence of any condition, event or act which upon the giving of notice or the passage of time or both would constitute an Event of Developer Default under any City Document, and that remains uncured as of the date of the requested disbursement. ARTICLE V DEVELOPMENT OF THE PROPERTY 5.1 Development Schedule. Subject to Force Majeure, Developer shall commence construction of the Project by not later than June 30, 2016, and shall diligently prosecute to completion the construction of the Improvements to enable City to issue a final certificate of occupancy within eighteen (18) months following commencement of construction, with construction targeted to be completed by not later than December 31, 2017. Developer shall use diligent and commercially reasonable efforts to perform Developer's obligations under this Agreement within the times periods set forth herein, and if no such time is provided, within a reasonable time, designed to permit issuance of a final certificate of occupancy by the date specified in this Section 5.1. Subject to Force Majeure and the City's issuance of permits and approvals, Developer's failure to commence or complete construction of the Project in accordance with the time periods specified in this Section 5.1 shall be an Event of Developer Default hereunder. 5.2 Cost of Acquisition and Construction. Except as expressly set forth herein, Developer shall be solely responsible for all direct and indirect costs and expenses incurred in connection with the acquisition of a leasehold interest in the Property, including without limitation appraisal fees, title reports and any environmental assessments Developer elects to undertake. Except as expressly set forth herein, all costs of designing,developing and constructing the Project and compliance with the Conditions of Approval, including without limitation all off-site and on-site improvements required by City in connection therewith, shall be borne solely by Developer and shall not be an obligation of the City. 5.3 Project Approvals. Developer acknowledges that execution of this Agreement by City does not constitute City approval for the purpose of the issuance of building permits, does not limit in any manner the discretion of City in such approval process, and does not relieve Developer from the obligation to apply for and obtain from City and all other agencies with jurisdiction over the Property, all necessary approvals, entitlements, and permits for the construction of the Project and development of the Property, including without limitation,the approval of architectural plans, the issuance of any certificates regarding historic resources required in connection with the development of the Property (if any)and the approval of the OAK#4822-6539-6013 v6 14