KOTTINGER GARDENS PHASE 1 - AFFORDABLE HOUSING LOAN AGMT

development consisting of: 131 apartments and related improvements(all of the foregoing are collectively hereinafter referred to as the "Improvements"). 2.4 Financing Plan. Developer shall submit to City for City's review and approval, Developer's plan for construction and permanent financing for the Project(the"Financing Plan"). The Financing Plan shall indicate all sources of funds necessary to pay, when due, the estimated costs of the Project, including without limitation acquisition costs and hard and soft construction costs, and shall be accompanied by evidence that all such funds have been firmly committed by Developer, equity investors or lending institutions, subject only to commercially reasonable conditions. The Financing Plan shall include development and operating pro formas which set out in detail Developer's plan for financing the costs of acquisition, construction and operation of the Project. Developer's submittal and City's approval of the Financing Plan are conditions to City's obligation to fund the Loan. 2.5 Review and Modifications. City staff shall promptly review the proposed Financing Plan, and acting through the Authorized Representative,the City shall approve such plan in writing within fifteen (15)business days following receipt provided that the plan conforms to the requirements of Section 2.4. If the City does not approve the Financing Plan, the City shall set forth its objections in writing and notify Developer of the reasons for its disapproval. If the City does not approve or provide written objections to Developer within such fifteen(15) business day period,the Financing Plan shall be deemed rejected. Developer shall thereafter submit a revised Financing Plan that addresses the reasons for disapproval, and the City shall grant Developer a reasonable extension of the time deadlines set forth in this Agreement as required to restructure the Financing Plan, subject to the outside time limit for completion set forth in Section 5.1 below. Notwithstanding anything to the contrary contained in this Agreement, City acknowledges and agrees that City has approved the Financing Plan attached hereto as Exhibit E. Proposed modifications to the Financing Plan shall be submitted to the City for review and approval. City staff shall promptly review such proposed modifications, and acting through City's Authorized Representative, the City shall approve such modifications in writing within fifteen (15) business days following receipt provided that the modifications conform to the requirements of this Agreement. If the City does not approve proposed modifications,the City shall set forth its objections in writing and notify Developer of the reasons for its disapproval. Developer shall thereafter submit a revised Financing Plan that addresses the reasons for disapproval. If the City does not approve or provide written objections to Developer within such fifteen (15) business day period, the proposed modifications shall be deemed rejected. ARTICLE III ESCROW AND CLOSING 3.1 Escrow. City and Developer shall open escrow at the office of Old Republic Title Company located at 555 12th Street, Oakland, California, or such other title company as the Parties may agree upon ("Title Company"or"Escrow Agent") in order to consummate the closing of escrow for the transactions contemplated hereby. OAK 04822-6539-6013 v6 7