Agmt17 MP Bradford Associates, LP - DDA

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as required to restructure the Financing Plan, subject to the outside time limit for completion set forth in Section 5.1 below. City's review of the Financing Plan shall be limited to determining whether the contemplated financing will be reasonably available and sufficient to undertake and complete construction, development, and operation of the Project in accordance with this Agreement. City's approval of the Financing Plan shall be a condition precedent to City's obligation to convey the Property to Developer. The approved preliminary Financing Plan and the approved final Financing Plan shall be attached to this Agreement as Exhibit G. The terms set forth in the body of this Agreement shall prevail in the event of a conflict between the information set forth in the Financing Plan and the terms set forth in the body of this Agreement. 2.5.2 Tax Credit Funds. Developer will use best efforts to submit an application to TCAC for a preliminary tax credit reservation for the Project within a timeframe that will enable development of the Project to commence within the time stated in the Schedule of Performance. Upon award of a preliminary reservation from TCAC, Developer shall exercise diligent good faith efforts to obtain a funding commitment from a reputable equity investor. Procurement of a TCAC preliminary reservation and receipt of an equity investor's funding commitment in an amount sufficient, when combined with the other financing sources, to enable Developer to undertake and complete construction and development of the Project in accordance with this Agreement, shall be conditions precedent to the City's obligation to convey the Property to Developer. Developer may also seek to finance the Project using tax-exempt bonds and 4% tax credits. 2.5.3 Modifications. Proposed modifications to the Financing Plan shall be submitted to the City for review and approval. City staff shall promptly review such proposed modifications, subject to the limitation on the scope of the City's review set forth in Section 2.5.1 above, and acting through its Authorized Representative, the City shall approve such modifications in writing within thirty (30) days following receipt provided that the modifications conform to the requirements of this Agreement. If the City does not approve proposed modifications, in the exercise of its reasonable discretion, 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. 2.5.4 Loan and Grant Documents; Partnership Agreement. Developer shall submit to the City for its review and approval, copies of all loan and/or grant documents for the financing sources identified in the Financing Plan, and Developer's Partnership Agreement and related documents and any amendment to, or amendment and restatement of, Developer's Partnership Agreement. ARTICLE III DISPOSITION OF THE PROPERTY; CONDITIONS PRECEDENT TO CLOSING 3.1 Purchase and Sale of Property. Provided that all conditions precedent set forth in this Agreement have been satisfied or waived, City shall sell to Developer, and Developer shall purchase from City, the fee interest in the Property in accordance with and subject to the terms, covenants and conditions of this Agreement, free and clear of all exceptions to title except: (a) the provisions and effects of the City Documents, (b) applicable building and zoning laws and regulations, (c) any lien for current taxes and assessments or taxes and assessments accruing subsequent to recordation of the Grant Deed, (d) exceptions as shown on the preliminary title ATY/AGR/2017.218/RWC — BRADFORD — DDA REV: 09-18-17 VR Page 9 of 94