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K. Approval; Disapproval. If Buyer provides Seller with written notice of disapproval of feasibility on or before 5:00 p.m. on the last day of the Feasibility Period, this Agreement shall automatically be terminated, the deposit of any portion of the Purchase Price shall be immediately returned to Buyer and the parties shall have no further liability to each other. On failure of any of the Conditions Precedent set forth above, Buyer may terminate its obligations under this Agreement, with no further liability to Seller, by giving notice to Seller on or before the expiration of the time allowed for each condition. In the event of such termination by the Buyer, the Escrow Agent shall immediately return the deposit of any portion of the Purchase Price to Buyer. Buyer's failure to elect to terminate its obligations shall constitute a waiver of the condition by Buyer. 4.2.2. Seller's Conditions Prior to Closing. Seller's obligation to sell the Property and close escrow is subject to the fulfillment and satisfaction of the following conditions: A. The Buyer shall have timely performed all of its obligations and shall not be in default of any of its obligations under the terms of this Agreement, and all of Buyer's representations and warranties made as of the date of this Agreement shall continue to be true and correct in every material respect as of the Close of Escrow. B. The Buyer shall have deposited with the Escrow Agent immediately available funds in an amount equal to the Purchase Price of the Property and the Buyer's share of costs described herein. C. The Buyer shall have executed and delivered to the Escrow Agent the Affordable Housing Covenant and Notice of Affordability to be recorded against the Property, as provided for herein. On failure of any of the Conditions Precedent set forth above, Seller may terminate its obligations under this Agreement with no further liability to Buyer by giving notice to Buyer on or before the expiration of the time allowed for each condition. Seller's failure to elect to terminate its obligations shall constitute a waiver of the condition by Seller. 4.2.3. Affordable Units. Buyer covenants and agrees that each and all of the seven (7) residential units located on the Property (each an "Affordable Unit ", and collectively, the "Affordable Units ") shall be rented to very -low or low income households whose income does not exceed fifty percent (50 %) OR eighty percent (80 %), respectively, of area median income, and that these Affordable Units shall be available at rents that do not exceed the levels specified in the Affordable Housing Covenant (Exhibit C hereto). The covenants contained in this Section 4.2.3, and in the Affordable Housing Covenant, shall remain in effect for a period of fifty -five (55) years following recordation of the Affordable Housing Covenant against the Property. ARTICLE 5. REPURCHASE OPTION 5.1. Remedies Following Conveyance — Option to Repurchase, Reenter and Repossess. The Seller shall have the right at its option to repurchase, reenter, and take 10 82483.00000\5571002 3 ATTY /AGR/2010.120 103010