Common use of Approval of Financing Clause in Contracts

Approval of Financing. As required herein and pursuant to the terms of the City Initial Note, Developer shall submit to City evidence that Developer has obtained sufficient equity capital or has arranged for and obtained a binding commitment for construction financing necessary to undertake the development of the Site and the construction of the Improvements in accordance with this Agreement (“Proof of Financing Commitments”). City shall reasonably approve or disapprove such evidence of financing within twenty (20) days of receipt of each of the respective submittals, provided that such submittal is complete. Approval shall not be unreasonably withheld so long as the terms and conditions of the financing are consistent with this Agreement, including without limitation the availability of the Tax Credit Amount and the acknowledgment and consent by such lender to the City Developer CC&Rs, with the further proviso that if the Tax Credit Amount exceeds the amount set forth therefor on the Base Pro Forma, Developer shall agree that the excess remaining after applying amounts necessary to defray Cost Overrun Amounts theretofore experienced or the Developer Fee (the “Excess Amount”) shall be applied to reduce the City Construction Disbursement Amount, and provided further that such financing terms are otherwise reasonable and customary. Such consent may be included in an “Intercreditor Agreement” in connection with which City will agree to subordinate, for the benefit of such lender, the obligation to pay Residual Receipts Note Payments in the event such lender should acquire Developer’s interest in the Site upon foreclosure by such lender. If City shall disapprove any such evidence of financing, City shall do so by Notice to Developer stating the reasons for such disapproval and Developer shall endeavor to promptly obtain and submit to City new evidence of financing. City shall approve or disapprove such new evidence of financing in the same manner and within the same times established in this Section 4.15.1(e) for the approval or disapproval of the evidence of financing as initially submitted to City. Developer shall close the approved financing prior to or concurrently with the Closing. The Proof of Financing Commitment shall include a copy of a legally binding, firm and enforceable loan commitment(s) obtained by Developer from one or more financial institutions for the mortgage loan or loans for financing to fund the construction and completion of the Improvements. The parties intend that Developer is to obtain equity financing for the construction and operation of the Development including the use of Tax Credits (in an amount of not less than the Tax Credit Amount) and obtaining capital contributions from limited partners in the Development in consideration primarily for the receipt of the Tax Credits received by Developer with respect to the Development. In no event shall City be obligated to provide any financial assistance or subsidy to the Development other than as expressly set forth in this Agreement. City shall have no obligation to make any additional expenditures by this Agreement. Developer understands and agrees that Developer and/or one or more of the Principals of Developer may be required by third party lenders to provide an operating deficit guaranty, tax credit recapture guaranty, and/or other guaranties which may be required with respect to the limited partners’ investment in the Development. If required for such financing, the execution of such guaranties shall be an additional condition precedent for the purposes of Section 3.1. Developer shall submit the following documents as evidence of financing: (a) a copy of a firm loan commitment(s) or approval(s) obtained by Developer from unrelated financial institutions for the mortgage loan or loans for financing to fund the construction of the Development, subject to such lenders’ reasonable, customary and normal conditions and terms, (b) a limited partnership agreement or funding agreement from the equity investors in the Development which demonstrates that Developer has sufficient funds for such construction, and that such funds have been committed to such construction, and a current financial statement of Developer and Developer’s other sources of equity capital, (c) a copy of a preliminary reservation of Tax Credits (and when available, the final reservation of Tax Credits) from the California Tax Credit Allocation Committee for Tax Credits for the construction of the Development (or other evidence satisfactory to the City Manager that Tax Credits will be available), (d) a binding agreement for the purchase of the Tax Credits, and (e) such other documentation as may be reasonably necessary to satisfy City as to the availability, commitment and adequacy of other sources of capital, all of which together are sufficient to demonstrate that Developer has adequate funds committed for the construction and completion of the Development.

Approval of Financing. As required herein and pursuant to the terms of the City Initial Noteas Condition Precedent, Developer shall submit to City Agency evidence that Developer has obtained sufficient equity capital or and/or has arranged for obtained firm and obtained a binding commitment commitments for construction financing necessary which together are sufficient to undertake pay for the development of the Site and the construction of the Developer Improvements in accordance with this Agreement (collectively, “Proof Evidence of Financing CommitmentsFinancing”). City Agency shall reasonably approve or disapprove such evidence Evidence of financing Financing within twenty fifteen (2015) days of receipt of each of the respective submittals, provided that such submittal is completea complete submission. Approval shall not be unreasonably withheld so long as the terms and conditions of the financing are consistent with this Agreementwithheld, including without limitation the availability of the Tax Credit Amount and the acknowledgment and consent by such lender to the City Developer CC&Rs, with the further proviso that if the Tax Credit Amount exceeds the amount set forth therefor on the Base Pro Forma, Developer shall agree that the excess remaining after applying amounts necessary to defray Cost Overrun Amounts theretofore experienced or the Developer Fee (the “Excess Amount”) shall be applied to reduce the City Construction Disbursement Amount, and provided further that such financing terms are otherwise reasonable and customary. Such consent may be included in an “Intercreditor Agreement” in connection with which City will agree to subordinate, for the benefit of such lender, the obligation to pay Residual Receipts Note Payments in the event such lender should acquire Developer’s interest in the Site upon foreclosure by such lenderdelayed or‌ conditioned. If City Agency shall disapprove any such evidence Evidence of financingFinancing, City Agency shall do so by Notice to Developer stating the reasons for such disapproval and Developer shall endeavor to promptly obtain and submit to City Agency new evidence Evidence of financingFinancing. City Agency shall approve or disapprove such new evidence Evidence of financing Financing in the same manner and within the same times established in this Section 4.15.1(e) for the approval or disapproval of the evidence Evidence of financing Financing as initially submitted to CityAgency. To the extent that the Agency-approved Evidence of Financing includes financing other than equity capital, Developer shall close the approved construction financing prior to or concurrently with the ClosingOutside Construction Commencement Date. The Proof Such Evidence of Financing Commitment shall include the following: (a) a copy of a legally binding, firm and enforceable loan commitment(s) obtained by Developer from one or more financial institutions Institutional Lenders for the mortgage loan or loans for financing to fund the construction and completion of the Improvements. The parties intend that Developer is to obtain equity permanent financing for the construction and operation of the Development including the use of Tax Credits (in an amount of not less than the Tax Credit Amount) and obtaining capital contributions from limited partners in the Development in consideration primarily for the receipt of the Tax Credits received by Developer with respect to the Development. In no event shall City be obligated to provide any financial assistance or subsidy to the Development other than as expressly set forth in this Agreement. City shall have no obligation to make any additional expenditures by this Agreement. Developer understands and agrees that Developer and/or one or more of the Principals of Developer may be required by third party lenders to provide an operating deficit guaranty, tax credit recapture guaranty, and/or other guaranties which may be required with respect to the limited partners’ investment in the Development. If required for such financing, the execution of such guaranties shall be an additional condition precedent for the purposes of Section 3.1. Developer shall submit the following documents as evidence of financing: (a) a copy of a firm loan commitment(s) or approval(s) obtained by Developer from unrelated financial institutions for the mortgage loan or loans for financing to fund the construction of the DevelopmentImprovements, subject to such lenders’ reasonable, customary and normal conditions and terms, and (b) a limited partnership agreement or funding agreement from the equity investors in the Development which demonstrates that Developer has sufficient funds for such construction, and that such funds have been committed to such construction, and a current financial statement of Developer and Developer’s other sources of equity capital, (c) a copy of a preliminary reservation of Tax Credits (and when available, the final reservation of Tax Credits) from the California Tax Credit Allocation Committee for Tax Credits for the construction of the Development (or other evidence documentation satisfactory to the City Manager that Tax Credits will be available), (d) a binding agreement for the purchase of the Tax Credits, and (e) such other documentation Agency as may be reasonably necessary to satisfy City as to the availability, commitment and adequacy evidence of other sources of capital, all of which together are capital sufficient to demonstrate that Developer has adequate funds committed for to cover the difference between the total cost of the construction and completion of the DevelopmentDeveloper Improvements, less financing authorized by those loans set forth in subparagraph (a) above.

Approval of Financing. As required herein and pursuant an Authority Condition Precedent to the terms of the City Initial NoteClosing, Developer shall submit to City Authority evidence that Developer has obtained sufficient equity capital or and/or has arranged for obtained firm and obtained a binding commitment commitments for construction financing necessary which together are sufficient to undertake pay for the development of the Site and the construction of the Developer Improvements in accordance with this Agreement (collectively, “Proof Evidence of Financing CommitmentsFinancing”). City Such Evidence of Financing shall reasonably be submitted to Authority not less than thirty (30) days prior to the first Closing. The Authority shall approve or disapprove such evidence Evidence of financing Financing within twenty fifteen (2015) days of receipt of each of the respective submittals, provided that such submittal is completea complete submission. Approval shall not be unreasonably withheld so long as the terms and conditions of the financing are consistent with this Agreementwithheld, including without limitation the availability of the Tax Credit Amount and the acknowledgment and consent by such lender to the City Developer CC&Rs, with the further proviso that if the Tax Credit Amount exceeds the amount set forth therefor on the Base Pro Forma, Developer shall agree that the excess remaining after applying amounts necessary to defray Cost Overrun Amounts theretofore experienced delayed or the Developer Fee (the “Excess Amount”) shall be applied to reduce the City Construction Disbursement Amount, and provided further that such financing terms are otherwise reasonable and customary. Such consent may be included in an “Intercreditor Agreement” in connection with which City will agree to subordinate, for the benefit of such lender, the obligation to pay Residual Receipts Note Payments in the event such lender should acquire Developer’s interest in the Site upon foreclosure by such lenderconditioned. If City Authority shall disapprove any such evidence Evidence of financingFinancing, City Authority shall do so by Notice to Developer stating the reasons for such disapproval and Developer shall endeavor to promptly obtain and submit to City Authority new evidence Evidence of financingFinancing. City Authority shall approve or disapprove such new evidence Evidence of financing Financing in the same manner and within the same times established in this Section 4.15.1(e) for the approval or disapproval of the evidence Evidence of financing Financing as initially submitted to CityAuthority. To the extent that the Authority-approved Evidence of Financing includes financing other than equity capital, Developer shall close the approved construction financing prior to or concurrently with the ClosingOutside Construction Commencement Date. The Proof Such Evidence of Financing Commitment shall include the following: (a) a copy of a legally binding, firm and enforceable loan commitment(s) obtained by Developer from one or more financial institutions Institutional Lenders for the mortgage loan or loans for financing to fund the construction and completion of the Improvements. The parties intend that Developer is to obtain equity permanent financing for the construction and operation of the Development including the use of Tax Credits (in an amount of not less than the Tax Credit Amount) and obtaining capital contributions from limited partners in the Development in consideration primarily for the receipt of the Tax Credits received by Developer with respect to the Development. In no event shall City be obligated to provide any financial assistance or subsidy to the Development other than as expressly set forth in this Agreement. City shall have no obligation to make any additional expenditures by this Agreement. Developer understands and agrees that Developer and/or one or more of the Principals of Developer may be required by third party lenders to provide an operating deficit guaranty, tax credit recapture guaranty, and/or other guaranties which may be required with respect to the limited partners’ investment in the Development. If required for such financing, the execution of such guaranties shall be an additional condition precedent for the purposes of Section 3.1. Developer shall submit the following documents as evidence of financing: (a) a copy of a firm loan commitment(s) or approval(s) obtained by Developer from unrelated financial institutions for the mortgage loan or loans for financing to fund the construction of the DevelopmentImprovements, subject to such lenders’ reasonable, customary and normal conditions and terms, and (b) a limited partnership agreement or funding agreement from the equity investors in the Development which demonstrates that Developer has sufficient funds for such construction, and that such funds have been committed to such construction, and a current financial statement of Developer and Developer’s other sources of equity capital, (c) a copy of a preliminary reservation of Tax Credits (and when available, the final reservation of Tax Credits) from the California Tax Credit Allocation Committee for Tax Credits for the construction of the Development (or other evidence documentation satisfactory to the City Manager that Tax Credits will be available), (d) a binding agreement for the purchase of the Tax Credits, and (e) such other documentation Authority as may be reasonably necessary to satisfy City as to the availability, commitment and adequacy evidence of other sources of capital, all of which together are capital sufficient to demonstrate that Developer has adequate funds committed for to cover the difference between the total cost of the construction and completion of the DevelopmentDeveloper Improvements, less financing authorized by those loans set forth in subparagraph (a) above.

Approval of Financing. As required herein and pursuant to the terms of the City Initial Noteas Condition Precedent, Developer shall submit to City Agency evidence that Developer has obtained sufficient equity capital or and/or has arranged for obtained firm and obtained a binding commitment commitments for construction financing necessary which together are sufficient to undertake pay for the development of the Site and the construction of the Developer Improvements in accordance with this Agreement (collectively, “Proof Evidence of Financing CommitmentsFinancing”). City Agency shall reasonably approve or disapprove such evidence Evidence of financing Financing within twenty fifteen (2015) days of receipt of each of the respective submittals, provided that such submittal is completea complete submission. Approval shall not be unreasonably withheld so long as the terms and conditions of the financing are consistent with this Agreementwithheld, including without limitation the availability of the Tax Credit Amount and the acknowledgment and consent by such lender to the City Developer CC&Rs, with the further proviso that if the Tax Credit Amount exceeds the amount set forth therefor on the Base Pro Forma, Developer shall agree that the excess remaining after applying amounts necessary to defray Cost Overrun Amounts theretofore experienced delayed or the Developer Fee (the “Excess Amount”) shall be applied to reduce the City Construction Disbursement Amount, and provided further that such financing terms are otherwise reasonable and customary. Such consent may be included in an “Intercreditor Agreement” in connection with which City will agree to subordinate, for the benefit of such lender, the obligation to pay Residual Receipts Note Payments in the event such lender should acquire Developer’s interest in the Site upon foreclosure by such lenderconditioned. If City Agency shall disapprove any such evidence Evidence of financingFinancing, City Agency shall do so by Notice to Developer stating the reasons for such disapproval and Developer shall endeavor to promptly obtain and submit to City Agency new evidence Evidence of financingFinancing. City Agency shall approve or disapprove such new evidence Evidence of financing Financing in the same manner and within the same times established in this Section 4.15.1(e) for the approval or disapproval of the evidence Evidence of financing Financing as initially submitted to CityAgency. To the extent that the Agency-approved Evidence of Financing includes financing other than equity capital, Developer shall close the approved construction financing prior to or concurrently with the Closing. The Proof Outside Construction Commencement Date.‌ Such Evidence of Financing Commitment shall include the following: (a) a copy of a legally binding, firm and enforceable loan commitment(s) obtained by Developer from one or more financial institutions Institutional Lenders for the mortgage loan or loans for financing to fund the construction and completion of the Improvements. The parties intend that Developer is to obtain equity permanent financing for the construction and operation of the Development including the use of Tax Credits (in an amount of not less than the Tax Credit Amount) and obtaining capital contributions from limited partners in the Development in consideration primarily for the receipt of the Tax Credits received by Developer with respect to the Development. In no event shall City be obligated to provide any financial assistance or subsidy to the Development other than as expressly set forth in this Agreement. City shall have no obligation to make any additional expenditures by this Agreement. Developer understands and agrees that Developer and/or one or more of the Principals of Developer may be required by third party lenders to provide an operating deficit guaranty, tax credit recapture guaranty, and/or other guaranties which may be required with respect to the limited partners’ investment in the Development. If required for such financing, the execution of such guaranties shall be an additional condition precedent for the purposes of Section 3.1. Developer shall submit the following documents as evidence of financing: (a) a copy of a firm loan commitment(s) or approval(s) obtained by Developer from unrelated financial institutions for the mortgage loan or loans for financing to fund the construction of the DevelopmentImprovements, subject to such lenders’ reasonable, customary and normal conditions and terms, and (b) a limited partnership agreement or funding agreement from the equity investors in the Development which demonstrates that Developer has sufficient funds for such construction, and that such funds have been committed to such construction, and a current financial statement of Developer and Developer’s other sources of equity capital, (c) a copy of a preliminary reservation of Tax Credits (and when available, the final reservation of Tax Credits) from the California Tax Credit Allocation Committee for Tax Credits for the construction of the Development (or other evidence documentation satisfactory to the City Manager that Tax Credits will be available), (d) a binding agreement for the purchase of the Tax Credits, and (e) such other documentation Agency as may be reasonably necessary to satisfy City as to the availability, commitment and adequacy evidence of other sources of capital, all of which together are capital sufficient to demonstrate that Developer has adequate funds committed for to cover the difference between the total cost of the construction and completion of the DevelopmentDeveloper Improvements, less financing authorized by those loans set forth in subparagraph (a) above.