Common use of Required Financing Submittals; Submittal of Construction Contract Clause in Contracts

Required Financing Submittals; Submittal of Construction Contract. Such evidence of financing for the Project and readiness to commence construction of the Project shall include all of the following: (i) An updated pro forma and Final Budget for the Project showing the projected costs of construction of the Project, including all onsite and offsite improvements to be constructed in connection therewith. (ii) A copy of the Lender’s binding commitment obtained by Developer for the Primary Loan for the Project and, when available, copies of all loan documents evidencing the Primary Loan therefor. The Primary Loan commitments for financing shall be in such form and content acceptable to Authority and its financial advisor(s) and its legal advisor(s) and as such reasonably evidences a legally binding, firm and enforceable commitment, subject only to the Lender’s customary and normal conditions and terms and subject to the requirements of this Section 310. The commitment also shall state the specific terms and requirements, if any, by the Lender relating to subordination of the Regulatory Agreement and the Authority Subordinate Loan (but in no event the Ground Lease or City Covenants). Developer shall provide written certification to Authority that the loan documents submitted are correct copies of the actual loan documents to be executed by Developer concurrently with the Closing. If the Lender requires a subordination agreement between or among Lender, Authority and/or Developer, Authority shall review the form of subordination subject to the reasonable review and approval of Authority Executive Director and legal counsel(s), subject to one or more of the conditions set forth in Section 310.10 necessary for the Primary Loan to be a title insured first monetary lien on the Project; provided, however, in no event shall Authority’s fee interest in the Site be subordinated to the Primary Loan or any other financing obtained by Developer or any other encumbrance or lien against the Site. All costs incurred for the review and completion of each subordination agreement (except and excluding the first subordination agreement entered into at the Closing for the Project) and any amendment, modification or other reaffirmation thereof shall be expressly subject to Developer (or another person or entity other than Authority, Agency or City) paying all Third Party Costs (as defined in Section 716) incurred by Authority/Agency (or City) in connection therewith, with payment of such incurred costs a condition precedent to any obligation of Authority or Agency to sign such subordination or reaffirmation document, except as to the first subordination Authority will assume Authority’s own costs. agreement pre-Closing for the Project for which

Required Financing Submittals; Submittal of Construction Contract. Such evidence of financing for the Project Development and readiness to commence construction of the Project Development shall include all of the following: (i) An updated pro forma and Final Budget final development budget for the Project Development showing the projected costs of construction of the ProjectDevelopment, including all onsite and offsite improvements to be constructed in connection therewith. (ii) A copy of the Lenderlender’s binding firm commitment obtained by Developer for the Primary Construction Loan for the Project Development and, when available, copies of all loan documents evidencing the Primary Construction Loan therefor. The Primary Construction Loan commitments for financing shall be in such form and content acceptable to Authority City and its financial advisor(s) and its legal advisor(s) and as such reasonably evidences a legally binding, firm and enforceable commitment, subject only to the Lender’s customary and normal conditions and terms and subject to the requirements of this Section 310. The commitment also shall state the specific terms and requirements, if any, by the Lender relating to subordination of the Regulatory Agreement and the Authority Subordinate Loan (but in no event the Ground Lease or City Covenants)4.15. Developer shall provide written certification to Authority the City that the loan documents submitted are correct copies of the actual loan documents to be executed by Developer concurrently with the Closing. If the Lender requires a subordination agreement between or among Lender, Authority City and/or Developer, Authority City shall review the form of subordination subject to the reasonable review and approval of Authority Executive Director the City Manager and legal counsel(s), subject to one or more of the conditions set forth in Section 310.10 4.15.6 necessary for the Primary Construction Loan to be a title insured first monetary lien on the Project; providedDevelopment. (iii) A current certified financial statement of Developer (and all partners and members thereof, howeverexcept the Investor Limited Partner) and/or other documentation satisfactory to City as evidence of other sources of capital sufficient to demonstrate that Developer has adequate funds to cover the difference, in no event shall Authority’s fee interest in if any, between construction and completion costs, and the Site be subordinated to financing authorized by the Tax Credits, Primary Loan Construction Loan, and any additional subsidies, sources of funding, or any other financing obtained by Developer or any other encumbrance or lien against the Site. All costs incurred for the review development of the Development. (iv) Copies of the construction contract(s), which contracts shall reflect the inclusion of Section 3 information. (v) Such information pertaining to Section 3 compliance as called for in forms concerning Section 3 to be obtained by Developer from City. City shall have the right to approve or disapprove such evidence of financing within thirty (30) days of submission by Developer to City of all complete items required by this Section 4.15 or as otherwise reasonably imposed by Developer’s financing and completion of each subordination agreement such approval or disapproval shall be not less than ten (except and excluding 10) days prior to the first subordination agreement entered into at date scheduled for the Closing (so long as City has had no fewer than thirty (30) days for review of a complete submittal). In this regard, Xxxxxxxxx agrees it shall use best efforts to cause its Primary Construction Lender and Primary Permanent Lender to timely provide complete drafts of documents for review by City and its legal counsel(s) to perform within such time frames. Approval shall not be unreasonably withheld or conditioned. If City disapproves any such evidence of financing, City shall do so by written notice to Developer stating the reasons for such disapproval and Developer shall promptly obtain and submit to City new evidence of financing within reset but equal time periods. If Xxxxxxxxx’s submission of new evidence of financing is timely and complete and provides City with adequate time to review such evidence within the times established in this Section 4.15, 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 for the Project) approval or disapproval of the evidence of financing as submitted to City initially. The evidence of financing shall be deemed to be an ongoing representation by Developer that the sum total of all sources of financing are equal to and not greater than the amount of the approved Project costs as set forth in the Final Development Budget for the Development and that such Final Development Budget conforms to the Tax Credit Application and the preliminary reservation of Tax Credits, and any amendmentand all updates thereto submitted by Developer to TCAC. Once the complete evidence of financing is approved by City, modification Developer shall promptly notify City in writing of any change in, additional conditions to, or other reaffirmation thereof additional sources of financing, including without limitation, the award of state or federal Tax Credits, and any updates or additional information material or relevant to such financing and/or the Tax Credits. The representations made by Developer with respect to the budgets and costs for the Development and the sources of funding and method of financing for the Development, inclusive of all submittals and information related to the Tax Credits, were and remain the basis used by City to negotiate the financial terms of this Agreement. The evidence of financing shall show, and the Proof of Financing Commitment shall implement, that payment of the Deferred Developer Fee shall be expressly subject to Developer (or another person or entity other than Authority, Agency or City) paying all Third Party Costs (as defined in Section 716) incurred by Authority/Agency (or City) in connection therewith, with payment of such incurred costs a condition precedent to any obligation of Authority or Agency to sign such subordination or reaffirmation document, except as to the first subordination Authority will assume Authority’s own costs. agreement pre-Closing for the Project for whichfrom Residual Receipts.

Required Financing Submittals; Submittal of Construction Contract. Such evidence of financing for the Project Phase I and readiness to commence construction of the Project Phase I shall include all of the following: (i) An updated pro forma and Final Budget for the Project Phase I showing the projected costs of construction of the ProjectPhase I, including all onsite and offsite improvements to be constructed in connection therewith. (ii) A copy of the Lender’s binding commitment obtained by Developer for the Primary Loan for the Project Phase I and, when available, copies of all loan documents evidencing the Primary Loan therefor. The Primary Loan commitments for financing shall be in such form and content acceptable to Authority and its financial advisor(s) and its legal advisor(s) and as such reasonably evidences a legally binding, firm and enforceable commitment, subject only to the Lender’s customary and normal conditions and terms and subject to the requirements of this Section 3103.10. The commitment also shall state the specific terms and requirements, if any, by the Lender relating to subordination of the Regulatory Agreement and the Authority Subordinate Loan (but in no event the Ground Lease or City CovenantsLease). Developer shall provide written certification to Authority that the loan documents submitted are correct copies of the actual loan documents to be executed by Developer concurrently with the Closing. If the Lender requires a subordination agreement between or among Lender, Authority and/or Developer, Authority shall review the form of subordination subject to the reasonable review and approval of Authority Executive Director and legal counsel(s), subject to one or more of the conditions set forth in Section 310.10 3.10.10 necessary for the Primary Loan to be a title insured first monetary lien on the ProjectPhase I; provided, however, in no event shall Authority’s fee interest in the Site be subordinated to the Primary Loan or any other financing obtained by Developer or any other encumbrance or lien against the Site. All costs incurred for the review and completion of each subordination agreement (except and excluding the first subordination agreement entered into at the Closing for the ProjectPhase I) and any amendment, modification or other reaffirmation thereof shall be expressly subject to Developer (or another person or entity other than Authority, Agency Authority or City) paying all Third Party Costs (as defined in Section 716) incurred by Authority/Agency Authority (or City) in connection therewith, with payment of such incurred costs a condition precedent to any obligation of Authority or Agency to sign such subordination or reaffirmation document, except as to the first subordination agreement pre-Closing for Phase I for which Authority will assume Authority’s own costs. agreement pre-Closing . (iii) A current certified financial statement of Developer (and all partners and members thereof, except the Investor Limited Partner) and/or other documentation satisfactory to Authority as evidence of other sources of capital sufficient to demonstrate that Developer has adequate funds to cover the difference, if any, between construction and completion costs, and the financing authorized by the Tax Credits, Primary Loan, and any additional subsidies, sources of funding, or financing obtained by Developer for the Project development of Phase I. (iv) Copies of the Construction Contract(s) and all other contracts between Developer and its General Contractor (and all available contracts with Subcontractors) for whichthe construction of Phase I and any other on-site or off-site improvements required to be constructed for Phase I, certified by Developer to be a true, correct, and fully executed copy thereof, and which shall include reference to this Agreement and General Contractor’s (and all Subcontractors’) specific obligation to carry out the construction and completion of Phase I (or part thereof) in conformity with the approved Development Plans, the HAL, Section 3, all applicable federal and state prevailing wage laws, applicable Environmental Laws, and all applicable Governmental Regulations. The scope of work in the Construction Contracts shall conform in all respects to the Scope of Development, the Entitlement, and the approved Development Plans, and such scope of work shall be subject to the Executive Director’s sole and absolute approval. (v) Authority shall have the right to approve or disapprove such evidence of financing within thirty (30) days of submission by Developer to Authority of all complete items required by this Section 3.10 or as otherwise reasonably imposed by Developer’s financing and such approval or disapproval shall be not less than ten (10) days prior to the date scheduled for the Closing (so long as Authority has had not fewer than fifteen

Required Financing Submittals; Submittal of Construction Contract. Such evidence of financing for the each Project and readiness to commence construction of the applicable Project shall include all of the following: (i) An updated pro forma and Final Budget for the applicable Project showing the projected costs of construction of the applicable Project, including all onsite and offsite improvements to be constructed in connection therewith. (ii) A copy of the Lender’s binding commitment obtained by Developer for the Primary Loan for the applicable Project and, when available, copies of all loan documents evidencing the Primary Loan therefor. The Primary Loan commitments for financing shall be in such form and content acceptable to Authority and its financial advisor(s) and its legal advisor(s) and as such reasonably evidences a legally binding, firm and enforceable commitment, subject only to the Lender’s customary and normal conditions and terms and subject to the requirements of this Section 310. The commitment also shall state the specific terms and requirements, if any, by the Lender relating to subordination of the Regulatory Agreement and the Authority Subordinate Loan (but in no event the Ground Lease or Lease, City Covenants, or REA). Developer shall provide written certification to Authority that the loan documents submitted are correct copies of the actual loan documents to be executed by Developer concurrently with the Closing. If the Lender requires a subordination agreement between or among Lender, Authority and/or Developer, Authority shall review the form of subordination subject to the reasonable review and approval of Authority Executive Director and legal counsel(s), subject to one or more of the conditions set forth in Section 310.10 310.9 necessary for the Primary Loan to be a title insured first monetary lien on the applicable Project; provided, however, in no event shall Authority’s fee interest in the Manchester Site or in the Orangewood Site be subordinated to the Primary Loan or any other financing obtained by Developer or any other encumbrance or lien against the Manchester Site or the Orangewood Site. All costs incurred for the review and completion of each subordination agreement (except and excluding the first subordination agreement entered into at the Closing for the each Project) and any amendment, modification or other reaffirmation thereof shall be expressly subject to Developer (or another person or entity other than Authority, Agency or City) paying all Third Party Costs (as defined in Section 716) incurred by Authority/Agency Authority (or City) in connection therewith, with payment of such incurred costs a condition precedent to any obligation of Authority or Agency to sign such subordination or reaffirmation document, except as to the first subordination Authority will assume Authority’s own costs. agreement pre-Closing for the each Project for whichwhich Authority will assume the costs. (iii) A current certified financial statement of Developer (and all partners and members thereof, except the Investor Limited Partner) and/or other documentation satisfactory to Authority as evidence of other sources of capital sufficient to demonstrate that Developer has adequate funds to cover the difference, if any, between construction and completion costs, and the financing authorized by the Tax Credits, Primary Loan, and any additional subsidies, sources of funding, or financing obtained by Developer for the development of the applicable Project. (iv) Copies of the Construction Contract(s) and all other contracts between Developer and its Contractor (and all contracts with Subcontractors) for the construction of the applicable Project and any other on-site or off-site improvements required to be constructed for such Project, certified by Developer to be a true, correct, and fully executed copy thereof, and which shall include reference to this Agreement and Contractor’s (and all Subcontractor’s) specific obligation to carry out the construction and completion of the applicable Project (or part thereof) in conformity with the approved Development Plans, the Act, the HAL, Section 3, all applicable federal and state prevailing wage laws, applicable Environmental Laws, and all applicable Governmental Regulations. The scope of work in the Construction Contracts shall conform in all respects to the Scope of Development, the land use entitlement, and the approved Development Plans, and such scope of work shall be subject to the Executive Director’s sole and absolute approval. Authority shall have the right to approve or disapprove such evidence of financing within thirty (30) days of submission by Developer to Authority of all complete items required by this Section 310 or as otherwise reasonably imposed by Developer’s financing and such approval or disapproval shall be not less than ten (10) days prior to the date scheduled for the Closing (so long as Authority has had not fewer than thirty (30) days for review of a complete submittal). In this regard, Developer agrees it shall use best efforts to cause its Lender to timely provide complete drafts of documents for review by Authority and its legal counsel(s) to perform within such time frames. Approval shall not be unreasonably withheld or conditioned. If Authority disapproves any such evidence of financing, Authority shall do so by written notice to Developer stating the reasons for such disapproval and Developer shall promptly obtain and submit to Authority new evidence of financing within reset but equal time periods. If Developer’s submission of new evidence of financing is timely and complete and provides Authority with adequate time to review such evidence within the times established in this Section 310, Authority shall approve or disapprove such new evidence of financing in the same manner and within the same times established in this Section 310 for the approval or disapproval of the evidence of financing as submitted to Authority initially. The evidence of financing shall be deemed to be an ongoing representation by each Developer that the sum total of all sources of financing are equal to and not greater than the amount of the approved Project costs as set forth in the Final Budget for the applicable Project and that such Final Budget conforms to the Tax Credit Application, Tax Credit Reservation, and any and all updates thereto submitted by Developer to TCAC. Once the complete evidence of financing is approved by Authority, Developer shall promptly notify Authority in writing of any change in, additional conditions to, or additional sources of financing, including without limitation, the award of state or federal Tax Credits, and any updates or additional information material or relevant to such financing and/or the Tax Credits. The representations made by Developer with respect to the budgets and costs for each Project and the sources of funding and method of financing for each Project, inclusive of all submittals and information related to the Tax Credits, were and remain the basis used by Authority to negotiate the financial terms of this Agreement (including without limitation the allocation of Project Based Section 8 to each Project) and any change in such budgets and sources of Project funding or financing for the applicable Project shall, at the sole discretion of Authority, be cause to renegotiate the financial terms hereof for both of the Projects.

Required Financing Submittals; Submittal of Construction Contract. Such evidence of financing for the Project Phase II and readiness to commence construction of the Project Phase II shall include all of the following: (i) An updated pro forma and Final Budget for the Project Phase II showing the projected costs of construction of the ProjectPhase II, including all onsite and offsite improvements to be constructed in connection therewith. (ii) A copy of the Lender’s binding commitment obtained by Developer for the Primary Loan for the Project Phase II and, when available, copies of all loan documents evidencing the Primary Loan therefor. The Primary Loan commitments for financing shall be in such form and content acceptable to Authority and its financial advisor(s) and its legal advisor(s) and as such reasonably evidences a legally binding, firm and enforceable commitment, subject only to the Lender’s customary and normal conditions and terms and subject to the requirements of this Section 3103.10. The commitment also shall state the specific terms and requirements, if any, by the Lender relating to subordination of the Regulatory Agreement and the Authority Subordinate Loan (but in no event the Ground Lease or City CovenantsLease). Developer shall provide written certification to Authority that the loan documents submitted are correct copies of the actual loan documents to be executed by Developer concurrently with the Closing. If the Lender requires a subordination agreement between or among Lender, Authority and/or Developer, Authority shall review the form of subordination subject to the reasonable review and approval of Authority Executive Director and legal counsel(s), subject to one or more of the conditions set forth in Section 310.10 3.10.10 necessary for the Primary Loan to be a title insured first monetary lien on the ProjectPhase II; provided, however, in no event shall Authority’s fee interest in the Site be subordinated to the Primary Loan or any other financing obtained by Developer or any other encumbrance or lien against the Site. All costs incurred for the review and completion of each subordination agreement (except and excluding the first subordination agreement entered into at the Closing for the ProjectPhase II) and any amendment, modification or other reaffirmation thereof shall be expressly subject to Developer (or another person or entity other than Authority, Agency Authority or City) paying all Third Party Costs (as defined in Section 716) incurred by Authority/Agency Authority (or City) in connection therewith, with payment of such incurred costs a condition precedent to any obligation of Authority or Agency to sign such subordination or reaffirmation document, except as to the first subordination agreement pre- Closing for Phase II for which Authority will assume Authority’s own costs. agreement pre-Closing . (iii) A current certified financial statement of Developer (and all partners and members thereof, except the Investor Limited Partner) and/or other documentation satisfactory to Authority as evidence of other sources of capital sufficient to demonstrate that Developer has adequate funds to cover the difference, if any, between construction and completion costs, and the financing authorized by the Tax Credits, Primary Loan, and any additional subsidies, sources of funding, or financing obtained by Developer for the Project development of Phase II. (iv) Copies of the Construction Contract(s) and all other contracts between Developer and its General Contractor (and all available contracts with Subcontractors) for whichthe construction of Phase II and any other on-site or off-site improvements required to be constructed for Phase II, certified by Developer to be a true, correct, and fully executed copy thereof, and which shall include reference to this Agreement and General Contractor’s (and all Subcontractors’) specific obligation to carry out the construction and completion of Phase II (or part thereof) in conformity with the approved Development Plans, the HAL, Section 3, all applicable federal and state prevailing wage laws, applicable Environmental Laws, and all applicable Governmental Regulations. The scope of work in the Construction Contracts shall conform in all respects to the Scope of Development, the Entitlement, and the approved Development Plans, and such scope of work shall be subject to the Executive Director’s sole and absolute approval. (v) Authority shall have the right to approve or disapprove such evidence of financing within thirty (30) days of submission by Developer to Authority of all complete items required by this Section 3.10 or as otherwise reasonably imposed by Developer’s financing and such approval or disapproval shall be not less than ten (10) days prior to the date scheduled for the Closing (so long as Authority has had not fewer than fifteen (15) days for review of a complete submittal). In this regard, Developer agrees it shall use best efforts to cause its Lender to timely provide complete drafts of documents for review by Authority and its legal counsel(s) to perform within such time frames. Approval shall not be unreasonably withheld or conditioned. If Authority disapproves any such evidence of financing, Authority shall do so by written notice to Developer stating the reasons for such disapproval and Developer shall promptly obtain and submit to Authority new evidence of financing within reset but equal time periods. If Developer’s submission of new evidence of financing is timely and complete and provides Authority with adequate time to review such evidence within the times established in this Section 3.10, Authority shall approve or disapprove such new evidence of financing in the same manner and within the same times established in this Section 3.10 for the approval or disapproval of the evidence of financing as submitted to Authority initially. The evidence of financing shall be deemed to be an ongoing representation by Developer that the sum total of all sources of financing are equal to and not greater than the amount of Phase II costs as set forth in the Final Budget for Phase II and that such Final Budget is consistent with the Tax Credit Application, Tax Credit Reservation, and any and all updates thereto submitted by Developer to TCAC. Once the complete evidence of financing is approved by Authority, Developer shall promptly notify Authority in writing of any change in, additional conditions to, or additional sources of financing, including, without limitation, the award of state or federal Tax Credits, and any updates or additional information material or relevant to such financing and/or the Tax Credits. The representations made by Developer with respect to the budgets and costs for Phase II and the sources of funding and method of financing for Phase II, inclusive of all submittals and information related to the Tax Credits, were and remain the basis used by Authority to negotiate the financial terms of this Agreement and any change in such budgets and sources of Phase II funding or financing for Phase II shall, at the sole discretion of Authority, be cause to renegotiate the financial terms hereof for Phase II.

Required Financing Submittals; Submittal of Construction Contract. Such evidence of financing for of the Project and readiness to commence construction of the Project Apartment Complex shall include all of the following: (i) An updated pro forma and Final Budget budget for the Project showing the projected costs of construction of the ProjectApartment Complex, including all onsite Environmental Remediation, and offsite improvements to be constructed in connection therewithother Improvements. (ii) A copy of the Lender’s binding commitment obtained by Developer for the Primary Loan for the Project and, when available, copies of all loan documents evidencing the Primary Loan thereforLoan. The Primary Loan commitments commitment for financing shall be in such form and content acceptable content (iii) A current financial statement of Developer (and all partners and members thereof, except the Tax Credit Investor Limited Partner) and/or other documentation satisfactory to Authority and its financial advisor(s) and its legal advisor(s) and as such reasonably evidences a legally binding, firm and enforceable commitment, subject only evidence of other sources of capital sufficient to demonstrate that Developer has adequate funds to cover the Lender’s customary and normal conditions and terms and subject to the requirements of this Section 310. The commitment also shall state the specific terms and requirementsdifference, if any, between construction and completion costs and Remediation Costs, and the financing authorized by the Lender relating to subordination Tax Credits, Primary Loan, and Authority Loan. (iv) Copies of the Regulatory Construction Contracts and all other contracts between Developer and each contractor and/or subcontractor for the construction of the Apartment Complex and the Environmental Remediation and any other Improvements, certified by Developer to be a true, correct, and fully executed copy thereof, and which shall include reference to this Agreement and Contractor’s (and each subcontractor’s) specific obligation to carry out the Authority Subordinate Loan (but in no event the Ground Lease or City Covenants). Developer shall provide written certification to Authority that the loan documents submitted are correct copies construction and completion of the actual loan documents to be executed by Developer concurrently Project or Environmental Remediation (or part thereof) in conformity with the ClosingAct, Environmental Laws, and Governmental Regulations. The scope of work in the Construction Contracts shall conform in all respects to the Scope of Development, Attachment No. 6, and the approved Development Plans and such scope of work shall be subject to the Executive Director’s sole and absolute approval. If the Lender requires a subordination agreement between or among LenderConstruction Contractor is an Affiliate, Authority and/or Developer, Authority then Developer shall review the form of subordination subject have provided evidence satisfactory to the reasonable review and approval of Authority Executive Director in her reasonable discretion that Developer has solicited no fewer than three (3) competitive bids for the Environmental Remediation work from qualified contractors who are not Affiliates of Developer and legal counsel(s)that the Contractor’s fee for the performance of the Environmental Remediation is the lowest responsible bid by a qualified environmental contractor. The evidence of financing shall be deemed to be an ongoing representation by Developer that the sum total of all sources of financing are equal to and not greater than the amount of the approved Project costs as set forth in the Final Budget for the Project. Once the evidence of financing is approved by Authority, Developer shall promptly notify Authority in writing of any change in or additional sources of financing, including without limitation, the award of low income housing Tax Credits pursuant to Section 42 of the Internal Revenue Code. The representations made by Developer with respect to the sources of financing for the Project were and remain the basis used by Authority to negotiate the financial terms of the Authority Loan and any change in such sources of Project financing shall, at the sole discretion of Authority, be cause to renegotiate the financial terms of, or withdraw the commitment for, the Authority Loan, and, subject to one or more such renegotiation, may require payments by Developer to reduce the outstanding principal balance of the conditions set forth in Section 310.10 necessary for the Primary Loan to be a title insured first monetary lien on the Project; provided, however, in no event shall Authority’s fee interest in the Site be subordinated to the Primary Loan or any other financing obtained by Developer or any other encumbrance or lien against the Site. All costs incurred for the review and completion of each subordination agreement (except and excluding the first subordination agreement entered into at the Closing for the Project) and any amendment, modification or other reaffirmation thereof shall be expressly subject to Developer (or another person or entity other than Authority, Agency or City) paying all Third Party Costs (as defined in Section 716) incurred by Authority/Agency (or City) in connection therewith, with payment of such incurred costs a condition precedent to any obligation of Authority or Agency to sign such subordination or reaffirmation document, except as to the first subordination Authority will assume Authority’s own costs. agreement pre-Closing for the Project for whichLoan.