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to become immediately due and payable; or(iii) the expiration of the Term specified in(a) above. (c) Prepayment. The Developer shall have the right to prepay the City Loan at any time. However, this Agreement shall remain in effect for the Term, regardless of any prepayment or timely payment of the City Loan. Section 6.4 Non-Recourse. Following transfer of the leasehold interest in the Site to Developer and recordation of the City Deed of Trust, the Developer shall not have any direct or indirect personal liability for payment of the principal of, or interest on, the City Loan or the performance of the covenants of the Developer under the City Deed of Trust. The sole recourse of the City with respect to the principal of, or interest on, the City Note and defaults by the Developer in the performance of its covenants under the City Deed of Trust shall be to the property described in the City Deed of Trust. ARTICLE 7. PREDISPOSITON REQUIREMENTS Section 7.1 Conditions Precedent to City Performance at Closing. (a) The following are conditions precedent to City's obligation to enter into the City Ground Lease for Phase I and Phase II and close escrow: (1) Predevelopment Obligations. The Developer shall have completed all its predevelopment obligations described in Article 3. (2) Construction Documents. The Developer will have prepared, or will have seen to the preparation of, Construction Plans, budgets, schedules and a construction contract (the "Construction Documents"). (3) Permits and Approvals. The Developer shall have obtained (in its own name, where appropriate and with the approval of the City, in the name of the City) all building and construction permits, licenses, easements, zoning and approvals necessary for the commencement of construction of the Site, including commitments to provide the utilities necessary for the Development. (4) Qualified Tax Credit Investor. The Developer shall have obtained a commitment from a Qualified Tax Credit Investor to make equity contributions to a limited partnership formed by Developer in exchange for the Tax Credits within the timeframe set forth in the Schedule of Performance. (5) No Developer Default. No Event of Default on the part of Developer exists and is continuing under this Agreement. (b) The conditions set forth in this Section 7.1 shall have been satisfied as of the Closing, unless the City waives them in writing. If there is no waiver or satisfaction by the Closing, the City may terminate this Agreement upon written notice to Developer without further 15 191\52\1242198.13