Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF FELD Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF FELD. In addition to the warranties provided fox xx Article 6 of this Agreement, as of the date hereof and as of the date of Final Closing, Feld hereby represents, warrants and covenanxx xo the Company and the Members as follows: 13.2.1 To the best of Feld's knowledge, the Master Development Laxx xx zoned to permit its use as a matter of right for multi-family residential use, subject to compliance with statutory requirements regarding obtaining approval of a site development plan. Under the Land Contract and the closing documents executed in connection therewith, Mission Viejo Company has irrevocably allocated the right to build 1880 multi-family residential units on the Master Development Land. 13.2.2 Feld shall use his best efforts to cause the axxxxval by Douglas County and any other governmental authoxxxx xxose approval may be required of a site development plan for the Land (the "Land Use Approval"), which approval will permit as a matter of right the construction of a multi-family project having not less than 424 units on the Project Land. 13.2.3 Feld shall use its best efforts to cause by txx earlier of the Construction Loan Closing Date and the Construction Loan Outside Date, the County of Douglas to approve the Plans and Specificatioxx xxx issuance of building permits for construction of the Project (the "Building Permits") and to issue all of the Building Permits necessary for construction of the Project. 13.2.4 Feld shall use its best efforts to cause the Comxxxx to obtain prior to the earlier of the starting construction of the Project or the Construction Loan Outside Date, such permits licenses, waivers, consents, approvals and authorizations, and Feld will make such material registrations, quaxxxxcations, designations, declarations and filings required (collectively, the "Approvals") as determined or as may be determined necessary by Feld to the best of his knowledge so that the Xxxject may be constructed and, subject only to the issuance of customary temporary or permanent certificates of occupancy by the County of Douglas and any other necessary operating pexxxxx, operated as a multi-family housing development with related facilities as depicted on the Plans and Specifications. As of the date hereof, Feld has no reason to believe such certificates xx occupancy will not be issued in the ordinary course of business following completion of construction of the Project substantially in accordance with the Plans and Specifications. Feld shall use its best efforts to cause all of xxx Approvals at the commencement of construction of the Project to be in full force and effect. Feld shall, promptly upon receipt of any Approvaxx, deliver to WPHC true, correct and complete copies of all such Approvals. 13.2.5 The Land is, and at the Final Closing shall be, free from delinquent water charges, sewer rents, taxes and assessments. 13.2.6 To the best knowledge of Feld, all utility services, including but not xxxited to storm and sanitary sewer, water, gas, electric power and telephone service will be prior to the earlier of Substantial Completion of the Project or the Outside Date, available to the Project Land in form and capacity sufficient for the useful enjoyment and operation of the Project and there will be no unpaid assessments, impact fees, development fees, tap-on fees or recapture costs payable in connection therewith except for charges shown on the tax certificates and the usual and customary charges involved in the ordinary course of business and specifically identified in the Final Project Budget. 13.2.7 To the best of Feld's knowledge, when constructed substantialxx xx accordance with the Plans and Specifications, the Project shall not violate in any material respects all applicable covenants, conditions and restrictions, zoning ordinances and regulations, building codes, environmental and all other federal, state and local laws, ordinances, statutes, rules and regulations applicable to the Project. To the best of Feld's knowledge, as of the date hereof, the Xxxxxxt is not subject to any laws, rules, regulations, orders or requirements, which require the Company to designate any of the Project as affordable housing, low income housing or moderate income housing. 13.2.8 The construction and development of the Project shall be undertaken and shall be completed in a timely and workmanlike manner in substantial compliance with (a) all applicable requirements of the Construction Loan, (b) to the best of Feld's knowledge, all applicable requirements xx xll appropriate governmental entities, the violation of which would have, or would be likely to have, an adverse effect on the Project or the Company, and (c) the Plans and Specifications for the Project that have been or shall be hereafter approved by the Construction Lender, WPHC, and if required, any applicable governmental entities, as such Plans and Specifications may be changed from time to time with the approval of the Construction Lender, WPHC, and any applicable governmental entities, if such approval shall be required. 13.2.9 To the best of Feld's knowledge and based on Feld's review ox xxx Environmental Reports, cxxxxx of which have been provided to the, Land is not designated by any governmental or quasi-governmental authority to be subject to environmental, wetlands or other regulation that would materially adversely affect the use of the Land for the Project as contemplated by this Agreement, and at the Final Closing the Land and the Project shall be in compliance with all Environmental Laws and free of Hazardous Materials except for those necessary for and lawfully used in operation and maintenance of the Project, and then only in reasonable amounts which shall be labeled, stored and used in compliance with Environmental Laws. 13.2.10 To the best of Feld's knowledge, the Land is or will be prior xx Xxnal Closing benefitted by such easements of unlimited duration as are necessary for the operation of the Project. As of the Final Closing, no additional easements will be required, subsequent to the Final Closing, for the provision of utilities, access, egress and drainage to or for the benefit of the Land or the Project in connection with the use and operation of the Land as the Project contemplated by this Agreement. 13.2.11 Feld shall use his best efforts to cause the Xxxxany to obtain, prior to the earlier of the date of Final Closing or the Outside Date, all permanent certificates of occupancy and other consents and approvals required from the County of Douglas and other governmental authorities and xxxxxxations and boards with jurisdiction over the Project and such consents, approvals and certificates shall be in full force and effect without the presence or existence of any unsatisfied conditions or requirements with respect thereto, and true, correct and complete copies of such consents, approvals and certificates of occupancy shall be delivered to WPHC upon issuance thereof. 13.2.12 For the purpose of this Section 13.2, the terms "to the best of Feld's knowledge," "to the best of his knowledgx" xxx "to the best knowledge of Feld" shall mean and include such information xx xs actually known to Feld or should have been known to him upon xxxxgent inquiry or of which Feld has received constructive notice. If, pxxxx to the Final Closing, any of the foregoing representations, warranties or covenants become incorrect or misleading in any material respect, Feld shall immediately notify WPHC in writing xxx such representation, warranty or covenant shall be deemed remade by Feld as of the date of such notification based uxxx such new information. 13.2.13 Feld, all Affiliates of Feld and all other parxxxx related to or affilixxxx with Feld or with such Affiliates shall receive no fexx, compensation or other profit or share of cost savings with respect to the Project except the amounts set forth in Article 7 hereof or in any Approved Affiliate Agreement. In the event of any breach of this Section 13.2.13, any amount improperly received by such parties shall be immediately paid over to the Company, together with interest thereon from the date received at twelve percent (12%) per annum, compounded monthly. 13.2.14 Feld shall cause the Project to be at least 70% xeased on terms reasonably acceptable to WPHC within thirty-six (36) months after the Construction Loan Closing. Failure to do so shall be a default under this Agreement and shall give WPHC the right to cause the Removal of Feld.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF FELD. In addition to the warranties provided fox xx for in Article 6 of this txxx Agreement, as of the date hereof and as of the date of Final Closing, Feld hereby represents, warrants and covenanxx xo covenants to the Company and the Members txx Xembers as follows: 13.2.1 To the best of Feld's knowledge, the Master Development Laxx xx Land is zoned to permit its use itx xxx as a matter of right for multi-family residential use, subject to compliance with statutory requirements regarding obtaining approval of a site development plan. Under the Land Contract and the closing documents executed in connection therewith, Mission Viejo Company has irrevocably allocated the right to build 1880 multi-family residential units on the Master Development Land. 13.2.2 Feld shall use his best efforts to cause the axxxxval approval by Douglas County Coxxxx and any other governmental authoxxxx xxose authority whose approval may be xxx xx required of a site development plan for the Land (the "Land Use Approval"), which approval will permit as a matter of right the construction of a multi-multi- family project having not less than 424 304 units on the Project Land. 13.2.3 Feld shall use its best efforts to cause by txx the earlier of the Construction Consxxxxtion Loan Closing Date and the Construction Loan Outside Date, the County of Douglas to approve the Plans and Specificatioxx xxx Specifications for issuance of building permits buixxxxx xermits for construction of the Project (the "Building Permits") and to issue all of the Building Permits necessary for construction of the Project. 13.2.4 Feld shall use its best efforts to cause the Comxxxx Company to obtain prior to priox xx the earlier of the starting construction of the Project or the Construction Loan Outside Date, such permits licenses, waivers, consents, approvals and authorizations, and Feld will make such material registrations, quaxxxxcationsqualifications, designationsdesignaxxxxs, declarations and filings required (collectively, the "Approvals") as determined or as may be determined necessary by Feld to the best of his knowledge so that the Xxxject Project may be constructed constrxxxxd and, subject only to the issuance of customary temporary or permanent certificates of occupancy by the County of Douglas and any other necessary operating pexxxxxpermits, operated as a multimuxxx-family xxxily housing development with related facilities as depicted on the Plans and Specifications. As of the date hereof, Feld has no reason to believe such certificates xx of occupancy will not be nxx xe issued in the ordinary course of business following completion of construction of the Project substantially in accordance with the Plans and Specifications. Feld shall use its best efforts to cause all of xxx the Approvals at the commencement thx xxmmencement of construction of the Project to be in full force and effect. Feld shall, promptly upon receipt of any ApprovaxxApprovals, deliver to WPHC truexxxe, correct and complete copies of all such Approvals. 13.2.5 The Land is, and at the Final Closing shall be, free from delinquent water charges, sewer rents, taxes and assessments. 13.2.6 To the best knowledge of Feld, all utility services, including but not xxxited limited to storm and sanitary xxxxtary sewer, water, gas, electric power and telephone service will be prior to the earlier of Substantial Completion of the Project or the Outside Date, available to the Project Land in form and capacity sufficient for the useful enjoyment and operation of the Project and there will be no unpaid assessments, impact fees, development fees, tap-on fees or recapture costs payable in connection therewith except for charges shown on the tax certificates and the usual and customary charges involved in the ordinary course of business and specifically identified in the Final Project Budget. 13.2.7 To the best of Feld's knowledge, when constructed substantialxx xx substantially in accordance with the Plans xxx Xlans and Specifications, the Project shall not violate in any material respects all applicable covenants, conditions and restrictions, zoning ordinances and regulations, building codes, environmental and all other federal, state and local laws, ordinances, statutes, rules and regulations applicable to the Project. To the best of Feld's knowledge, as of the date hereof, the Xxxxxxt Project is not subject to any xx xxy laws, rules, regulations, orders or requirements, which require the Company to designate any of the Project as affordable housing, low income housing or moderate income housing. 13.2.8 The construction and development of the Project shall be undertaken and shall be completed in a timely and workmanlike manner in substantial compliance with (a) all applicable requirements of the Construction Loan, (b) to the best of Feld's knowledge, all applicable requirements xx xll of all appropriate governmental goxxxxxxntal entities, the violation of which would have, or would be likely to have, an adverse effect on the Project or the Company, and (c) the Plans and Specifications for the Project that have been or shall be hereafter approved by the Construction Lender, WPHC, and if required, any applicable governmental entities, as such Plans and Specifications may be changed from time to time with the approval of the Construction Lender, WPHC, and any applicable governmental entities, if such approval shall be required. 13.2.9 To the best of Feld's knowledge and based on Feld's review ox xxx of the Environmental ReportsRexxxxx, cxxxxx copies of which have been provided bexx xxxvided to the, Land is not designated by any governmental or quasi-governmental authority to be subject to environmental, wetlands or other regulation that would materially adversely affect the use of the Land for the Project as contemplated by this Agreement, and at the Final Closing the Land and the Project shall be in compliance with all Environmental Laws and free of Hazardous Materials except for those necessary for and lawfully used in operation and maintenance of the Project, and then only in reasonable amounts which shall be labeled, stored and used in compliance with Environmental Laws. 13.2.10 To the best of Feld's knowledge, the Land is or will be prior xx Xxnal to Final Closing benefitted benxxxxxxd by such easements of unlimited duration as are necessary for the operation of the Project. As of the Final Closing, no additional easements will be required, subsequent to the Final Closing, for the provision of utilities, access, egress and drainage to or for the benefit of the Land or the Project in connection with the use and operation of the Land as the Project contemplated by this Agreement. 13.2.11 Feld shall use his best efforts to cause the Xxxxany Company to obtain, prior to prixx xo the earlier of the date of Final Closing or the Outside Date, all permanent certificates of occupancy and other consents and approvals required from the County of Douglas and other governmental authorities and xxxxxxations associations and boards with boaxxx xxxh jurisdiction over the Project and such consents, approvals and certificates shall be in full force and effect without the presence or existence of any unsatisfied conditions or requirements with respect thereto, and true, correct and complete copies of such consents, approvals and certificates of occupancy shall be delivered to WPHC upon issuance thereof. 13.2.12 For the purpose of this Section 13.2, the terms "to the best of Feld's knowledge," "to the best of his knowledgxknowledge" xxx and "to the best knowledge xxxxxxdge of Feld" shall mean and include such information xx xs as is actually known to Feld xx Xeld or should have been known to him upon xxxxgent diligent inquiry or of which wxxxx Feld has received constructive notice. If, pxxxx prior to the Final ClosingClosxxx, any of the foregoing representations, warranties or covenants become incorrect or misleading in any material respect, Feld shall immediately notify WPHC in writing xxx and such representationrepresentatixx, warranty or covenant shall be deemed remade by Feld as of the date of such notification based uxxx upon such new informationinformxxxxn. 13.2.13 Feld, all Affiliates of Feld and all other parxxxx parties related to or affilixxxx afxxxxated with Feld or with such wixx xuch Affiliates shall receive no fexxfees, compensation or other xxxer profit or share of cost savings with respect to the Project except the amounts set forth in Article 7 hereof or in any Approved Affiliate Agreement. In the event of any breach of this Section 13.2.13, any amount improperly received by such parties shall be immediately paid over to the Company, together with interest thereon from the date received at twelve percent (12%) per annum, compounded monthly. 13.2.14 Feld shall cause the Project to be at least 7075% xeased leased on terms reasonably reaxxxxbly acceptable to WPHC within thirty-six (36) months after the Construction Loan Closing. Failure to do so shall be a default under this Agreement and shall give WPHC the right to cause the Removal of Feld.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF FELD. In addition to the warranties warranxxxx provided fox xx for in Article 6 of this Agreement, as of the date hereof and as of the date of Final Closing, Feld hereby represents, warrants warrxxxx and covenanxx xo covenants to the Company and the Members as follows: 13.2.1 To the best of Feld's knowledge, the Master Development Laxx xx Xxxxlopment Land is zoned to permit its use as a matter of right for multi-family residential use, subject to compliance with statutory requirements regarding obtaining approval of a site development plan. Under the Land Contract and the closing documents executed in connection therewith, Mission Viejo Company has irrevocably allocated the right to build 1880 multi-family residential units on the Master Development Land. 13.2.2 Feld shall use his best efforts to effortx xx cause the axxxxval approval by Douglas County and any other governmental authoxxxx xxose goxxxxxxxtal authority whose approval may be required of a site development plan for the Land (the "Land Use Approval"), which approval will permit as a matter of right the construction of a multi-family project having not less than 424 264 units on the Project Land. 13.2.3 Feld shall use its best efforts efforxx to cause by txx the earlier of the Construction Loan Closing Date and the Construction Loan Outside Date, the County of Douglas to approve the Plans and Specificatioxx xxx Xxecifications for issuance of building permits for construction of the Project (the "Building Permits") and to issue all of the Building Permits necessary for construction of the Project. 13.2.4 Feld shall use its best efforts to xx cause the Comxxxx Company to obtain prior to the earlier of the starting construction of the Project or the Construction Loan Outside Date, such permits licenses, waivers, consents, approvals and authorizations, and Feld will make such material registrationsrexxxxrations, quaxxxxcationsqualifications, designations, declarations and filings required (collectively, the "Approvals") as determined or as may be determined necessary by Feld to the best of his knowledge knowlexxx so that the Xxxject Project may be constructed and, subject only to the issuance of customary temporary or permanent certificates of occupancy by the County of Douglas and any other necessary operating pexxxxxnecessaxx xxxrating permits, operated as a multi-family housing development with related facilities as depicted on the Plans and Specifications. As of the date hereof, Feld has no reason to believe such sxxx certificates xx of occupancy will not be issued in the ordinary course of business following completion of construction of the Project substantially in accordance with the Plans and Specifications. Feld shall use its best efforts to xx cause all of xxx the Approvals at the commencement of construction of the Project to be in full force and effect. Feld shall, promptly upon receipt of receixx xf any ApprovaxxApprovals, deliver to WPHC true, correct and complete copies of all such Approvals. 13.2.5 The Land is, and at the Final Closing shall be, free from delinquent water charges, sewer rents, taxes and assessments. 13.2.6 To the best knowledge of Feld, all utility services, including ixxxxding but not xxxited limited to storm and sanitary sewer, water, gas, electric power and telephone service will be prior to the earlier of Substantial Completion of the Project or the Outside Date, available to the Project Land in form and capacity sufficient for the useful enjoyment and operation of the Project and there will be no unpaid assessments, impact fees, development fees, tap-on fees or recapture costs payable in connection therewith except for charges shown on the tax certificates and the usual and customary charges involved in the ordinary course of business and specifically identified in the Final Project Budget. 13.2.7 To the best of Feld's knowledge, when constructed substantialxx xx construxxxx substantially in accordance with the Plans and Specifications, the Project shall not violate in any material respects all applicable covenants, conditions and restrictions, zoning ordinances and regulations, building codes, environmental and all other federal, state and local laws, ordinances, statutes, rules and regulations applicable to the Project. To the best of Feld's knowledge, as of the date hereofdxxx xxreof, the Xxxxxxt Project is not subject to any laws, rules, regulations, orders or requirements, which require the Company to designate any of the Project as affordable housing, low income housing or moderate income housing. 13.2.8 The construction and development of the Project shall be undertaken and shall be completed in a timely and workmanlike manner in substantial compliance with (a) all applicable requirements of the Construction Loan, (b) to the best of Feld's knowledge, all applicable requirements xx xll applicaxxx xequirements of all appropriate governmental entities, the violation of which would have, or would be likely to have, an adverse effect on the Project or the Company, and (c) the Plans and Specifications for the Project that have been or shall be hereafter approved by the Construction Lender, WPHC, and if required, any applicable governmental entities, as such Plans and Specifications may be changed from time to time with the approval of the Construction Lender, WPHC, and any applicable governmental entities, if such approval shall be required. 13.2.9 To the best of Feld's knowledge and based on FeldXxxx's review ox xxx Environmental of the Environmexxxx Reports, cxxxxx copies of which have been provided to the, Land is not designated by any governmental or quasi-governmental authority to be subject to environmental, wetlands or other regulation that would materially adversely affect the use of the Land for the Project as contemplated by this Agreement, and at the Final Closing the Land and the Project shall be in compliance with all Environmental Laws and free of Hazardous Materials except for those necessary for and lawfully used in operation and maintenance of the Project, and then only in reasonable amounts which shall be labeled, stored and used in compliance with Environmental Laws. 13.2.10 To the best of Feld's knowledge, the Land is or will xx xxll be prior xx Xxnal to Final Closing benefitted by such easements of unlimited duration as are necessary for the operation of the Project. As of the Final Closing, no additional easements will be required, subsequent to the Final Closing, for the provision of utilities, access, egress and drainage to or for the benefit of the Land or the Project in connection with the use and operation of the Land as the Project contemplated by this Agreement. 13.2.11 Feld shall use his best efforts to effortx xo cause the Xxxxany Company to obtain, prior to the earlier of the date of Final Closing or the Outside Date, all permanent certificates of occupancy and other consents and approvals required from the County of Douglas and other governmental authorities xxxxxrities and xxxxxxations associations and boards with jurisdiction over the Project and such consents, approvals and certificates shall be in full force and effect without the presence or existence of any unsatisfied conditions or requirements with respect thereto, and true, correct and complete copies of such consents, approvals and certificates of occupancy shall be delivered to WPHC upon issuance thereof. 13.2.12 For the purpose of this Section 13.2, the terms "to the best of Feld's knowledge," "to the best of his knowledgxbesx xx xis knowledge" xxx and "to the best knowledge of Feld" shall mean and include such suxx information xx xs as is actually known to Feld or should have been known knoxx to him upon xxxxgent diligent inquiry or of which Feld has received constructive noticexxtice. If, pxxxx prior to the Final Closing, any of the foregoing representations, warranties or covenants become incorrect or misleading in any material respect, Feld shall immediately notify WPHC XXHC in writing xxx and such representation, warranty or covenant shall be deemed remade by Feld as of the date of such notification notxxxxation based uxxx upon such new information. 13.2.13 Feld, all Affiliates of Feld and xxx all other parxxxx related parties relxxxx to or affilixxxx affiliated with Feld or with such Affiliates shall shxxx receive no fexxfees, compensation or other profit or share of cost savings with respect to the Project except the amounts set forth in Article 7 hereof or in any Approved Affiliate Agreement. In the event of any breach of this Section 13.2.13, any amount improperly received by such parties shall be immediately paid over to the Company, together with interest thereon from the date received at twelve percent (12%) per annum, compounded monthly. 13.2.14 Feld shall cause the Project to xx be at least 7075% xeased leased on terms reasonably acceptable to WPHC within thirty-six (36) months after the Construction Loan Closing. Failure to do so shall be a default under this Agreement and shall give WPHC the right to cause the Removal of Feld.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF FELD. In addition to the warranties warranxxxx provided fox xx for in Article 6 of this Agreement, as of the date hereof and as of the date of Final Closing, Feld hereby represents, warrants warrxxxx and covenanxx xo covenants to the Company and the Members as follows: 13.2.1 To the best of Feld's knowledge, the Master Development Laxx xx Xxxxlopment Land is zoned to permit its use as a matter of right for multi-family residential use, subject to compliance with statutory requirements regarding obtaining approval of a site development plan. Under the Land Contract and the closing documents executed in connection therewith, Mission Viejo Company has irrevocably allocated the right to build 1880 multi-family residential units on the Master Development Land. 13.2.2 Feld shall use his best efforts to effortx xx cause the axxxxval approval by Douglas County and any other governmental authoxxxx xxose goxxxxxxxtal authority whose approval may be required of a site development plan for the Land (the "Land Use Approval"), which approval will permit as a matter of right the construction of a multi-family project having not less than 424 456 units on the Project LandLand and the construction of the Infrastructure pursuant to the Infrastructure Agreement(s). 13.2.3 Feld shall use its best efforts efforxx to cause by txx the earlier of the Construction Loan Closing Date and the Construction Loan Outside Date, the County of Douglas to approve the Plans and Specificatioxx xxx anx Specifications for issuance of building permits for construction of the Project (the "Building Permits") and to issue all of the Building Permits necessary for construction of the Project. 13.2.4 Feld shall use its best efforts to xx cause the Comxxxx Company to obtain prior to the earlier of the starting construction of the Project or the Construction Loan Outside Date, such permits licenses, waivers, consents, approvals and authorizations, and Feld will make has made such material registrationsregxxxxations, quaxxxxcationsqualifications, designations, declarations and filings required (collectively, the "Approvals") as determined or as may be determined necessary by Feld to the best of his knowledge knowlexxx so that the Xxxject Project may be constructed and, subject only to the issuance of customary temporary or permanent certificates of occupancy by the County of Douglas and any other necessary operating pexxxxxnecessaxx xxxrating permits, operated as a multi-family housing development with related facilities as depicted on the Plans and Specifications. As of the date hereof, Feld has no reason to believe such sxxx certificates xx of occupancy will not be issued in the ordinary course of business following completion of construction of the Project substantially in accordance with the Plans and Specifications. Feld shall use its best efforts to xx cause all of xxx the Approvals at the commencement of construction of the Project to be in full force and effect. Feld shall, promptly upon receipt of receixx xf any ApprovaxxApprovals, deliver to WPHC true, correct and complete copies of all such Approvals. 13.2.5 The Land is, and at the Final Closing shall be, free from delinquent water charges, sewer rents, taxes and assessments. 13.2.6 To the best knowledge of Feld, all utility services, including ixxxxding but not xxxited limited to storm and sanitary sewer, water, gas, electric power and telephone service will be prior to the earlier of Substantial Completion of the Project or the Outside Date, available to the Project Land in form and capacity sufficient for the useful enjoyment and operation of the Project and there will be no unpaid assessments, impact fees, development fees, tap-tap- on fees or recapture costs payable in connection therewith except for charges shown on the tax certificates and the usual and customary charges involved in the ordinary course of business and specifically identified in the Final Project Budget. 13.2.7 To the best of Feld's knowledge, when constructed substantialxx xx construxxxx substantially in accordance with the Plans and Specifications, the Project shall not violate in any material respects all applicable covenants, conditions and restrictions, zoning ordinances and regulations, building codes, environmental and all other federal, state and local laws, ordinances, statutes, rules and regulations applicable to the Project. To the best of Feld's knowledge, as of the date hereofdxxx xxreof, the Xxxxxxt Project is not subject to any laws, rules, regulations, orders or requirements, which require the Company to designate any of the Project as affordable housing, low income housing or moderate income housing. 13.2.8 The construction and development of the Project shall be undertaken and shall be completed in a timely and workmanlike manner in substantial compliance with (a) all applicable requirements of the Construction Loan, (b) to the best of Feld's knowledge, all applicable requirements xx xll applicaxxx xequirements of all appropriate governmental entities, the violation of which would have, or would be likely to have, an adverse effect on the Project or the Company, and (c) the Plans and Specifications for the Project that have been or shall be hereafter approved by the Construction Lender, WPHC, and if required, any applicable governmental entities, as such Plans and Specifications may be changed from time to time with the approval of the Construction Lender, WPHC, and any applicable governmental entities, if such approval shall be required. 13.2.9 To the best of Feld's knowledge and based on FeldXxxx's review ox xxx Environmental of the Environmexxxx Reports, cxxxxx copies of which have been provided to the, Land is not designated by any governmental or quasi-governmental authority to be subject to environmental, wetlands or other regulation that would materially adversely affect the use of the Land for the Project as contemplated by this Agreement, and at the Final Closing the Land and the Project shall be in compliance with all Environmental Laws and free of Hazardous Materials except for those necessary for and lawfully used in operation and maintenance of the Project, and then only in reasonable amounts which shall be labeled, stored and used in compliance with Environmental Laws. 13.2.10 To the best of Feld's knowledge, the Land is or will xx xxll be prior xx Xxnal to Final Closing benefitted by such easements of unlimited duration as are necessary for the operation of the Project. As of the Final Closing, no No additional easements will be requiredwill, subsequent to the Final Closing, be required for the provision of utilities, access, egress and drainage to or for the benefit of the Land or the Project in connection with the use and operation of the Land as the Project contemplated by this Agreement. 13.2.11 Feld shall use his best efforts to effortx xo cause the Xxxxany Company to obtain, prior to the earlier of the date of Final Closing or the Outside Date, all permanent certificates of occupancy and other consents and approvals required from the County of Douglas and other governmental authorities xxxxxrities and xxxxxxations associations and boards with jurisdiction over the Project and such consents, approvals and certificates shall be in full force and effect without the presence or existence of any unsatisfied conditions or requirements with respect thereto, and true, correct and complete copies of such consents, approvals and certificates of occupancy shall be delivered to WPHC upon issuance thereof. 13.2.12 For the purpose of this Section 13.2, the terms "to the best of Feld's knowledge," "to the best of his knowledgxbesx xx xis knowledge" xxx and "to the best knowledge of Feld" shall mean and include such suxx information xx xs as is actually known to Feld or should have been known knoxx to him upon xxxxgent diligent inquiry or of which Feld has received constructive noticexxtice. If, pxxxx prior to the Final Closing, any of the foregoing representations, warranties or covenants become incorrect or misleading in any material respect, Feld shall immediately notify WPHC XXHC in writing xxx and such representation, warranty or covenant shall be deemed remade by Feld as of the date of such notification notxxxxation based uxxx upon such new information. 13.2.13 Feld, all Affiliates of Feld and xxx all other parxxxx related parties relxxxx to or affilixxxx affiliated with Feld or with such Affiliates shall shxxx receive no fexxfees, compensation or other profit or share of cost savings with respect to the Project except the amounts set forth in Article 7 hereof or in any Approved Affiliate Agreement. In the event of any breach of this Section 13.2.1313.2.14, any amount improperly received by such parties shall be immediately paid over to the Company, together with interest thereon from the date received at twelve percent (12%) per annum, compounded monthly. 13.2.14 Feld shall cause the Project to xx be at least 7075% xeased leased on terms reasonably acceptable to WPHC within thirty-six (36) months after the Construction Loan Closing. Failure to do so shall be a default under this Agreement and shall give WPHC the right to cause the Removal of Feld.