KOTTINGER GARDENS PHASE 1 - AFFORDABLE HOUSING LOAN AGMT

9.8 Modifications to Agreement. City shall not unreasonably withhold its consent to modifications of this Agreement requested by Project lenders or investors provided such modifications do not alter City's substantive rights and obligations under this Agreement. 9.9 Estoppel Certificates. Either Party shall, at any time, and from time to time, within fifteen(15)days after receipt of written request from the other Party, execute and deliver to such Party a written statement certifying that,to the knowledge of the certifying Party: (i) this Agreement is in full force and effect and a binding obligation of the Parties (if such be the case), (ii)this Agreement has not been amended or modified, or if so amended, identifying the amendments, and(iii)the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, describing the nature of any such defaults. ARTICLE X DEFAULTS, REMEDIES AND TERMINATION 10.1 Event of Developer Default. The following events shall constitute an event of default on the part of Developer hereunder("Event of Developer Default"): (a) Developer fails to commence or complete construction of the Project within the time period set forth in Section 5.1 or subject to Force Majeure, abandons or suspends construction of the Project prior to completion for a period of thirty (30) days or more; (b) Developer fails to pay when due the principal and interest payable under the Note, and such failure continues for ten (10) days after City notifies Developer thereof in writing; (c) A Transfer occurs, either voluntarily or involuntarily, in violation of Article VIII; (d) Developer fails to maintain insurance as required pursuant to this Agreement, and Developer fails to cure such default within five (5) days; (e) Developer fails to pay prior to delinquency taxes or assessments due on the Property or the Improvements or fails to pay when due any other charge that may result in a lien on the Property or the Improvements,and Developer fails to cure such default within twenty (20)days of the date of delinquency, but in all events prior to the date upon which the holder of any such lien has the right to foreclose thereon; (f) A default arises under any loan secured by a mortgage, deed of trust or other security instrument recorded against the Property and remains uncured beyond any applicable cure period such that the holder of such security instrument has the right to accelerate repayment of such loan; (g) Any representation or warranty contained in this Agreement or in any application, financial statement, certificate or report submitted to the City in connection with this Agreement or Developer's request for the Loan proves to have been incorrect in any material and adverse respect when made and continues to be materially adverse to the City; OAK/14822-6539-6013 v6 31