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Receipts and all books, records, and accounts pertaining thereto. Such audit shall be conducted during normal business hours at the principal place of business of the Developer and other places where records are kept. Immediately after the completion of an audit, the City shall deliver a copy of the results of such audit to the Developer. If it shall be determined as a result of such audit that there has been a deficiency in a loan repayment to the City, then such deficiency shall become immediately due and payable with interest at the de€cult rate set forth in Section 3.2 above, determined as of and accruing from the date that said payment should have been made. In addition, if the Developer's auditor's statement for any calendar year shall be found to have understated Residual Receipts by more than rive percent (5%) and the City is entitled to any additional Loan repayment as a result of said understatement, then the Developer shall pay, in addition to the interest charges referenced hereinabove, all of the City's reasonable costs and expenses connected with any audit or review of the Developer's accounts and records. Section 3.8 Developer Fee. The amount and the terms of the Loan, as provided in this Article 3, have been established by taking into account the anticipated costs of development, including a maximum "Developer Fee", not to exceed Eight Million Five Hundred Thousand Six Hundred Four Dollars ($8,500,604), to be paid for development and construction management services of which all or a portion of the Developer Fee may be deferred, and in no event may exceed the amount allowed by TCAC and as approved by the City. A minimum amount of Six Million Four Hundred Thousand Six Hundred Four Dollars ($6,400,604) of the Developer Fee shall be deferred, and shall accrue simple interest at a rate of three percent (3%) per year. At Project completion (measured from the date of issuance of a certificate of occupancy, or equivalent document, for the Development) the Developer may make an initial payment from Net Proceeds of Permanent Financing pursuant to Section 3.5(c) above. For the first fifteen (15) years of operation of the Development (measured from the date of issuance of a certificate of occupancy, or equivalent document, for the Development), the Developer shall be allowed to make payments on the outstanding balance of the Developer Fee as an Annual Operating Expense pursuant to the approved Financing Plan, so long as the Developer makes special priority repayments of the City Loan in the amount of Twenty -Five Thousand Dollars per year for each year in which the Developer desires to make a repayment of the Deferred Developer Fee. From and after the sixteenth (16th) year of Operation of the Development, the Developer may not make payments on the outstanding balance of the Developer Fee from Annual Operating Expenses, but shall instead make payments on the outstanding balance of the Developer Fee from the Developer's fifty percent (50%) share of Residual Receipts. Notwithstanding anything to the contrary, the Developer Fee may be reduced, or deferred, as necessary so that these funds may be utilized to pay Development cost -overruns; provided however, that the Developer shall obtain the City's prior written consent to any revision to the Financing Plan in accordance with Section 2.4. Except for the Developer Fee and reasonable asset management, property management or partnership management fees that are approved in advance by the City, no compensation from any source shall be received by or be payable to the Developer, any entity Controlled by the Developer, any General Partner or Member, or any other entity or organization in connection with the provision of development and construction management services for the acquisition and construction of the Improvements. REV: 06-17-2020 PR 1199\09\2727850.8 ATTY/AGR.2020.100/353 Main Street Apartments LP (Page 29 of 143)