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Agreement, and all representations and warranties of City contained herein shall be true and correct in all material respects; (b) Execution of Documents. City shall have executed and acknowledged the Ground Lease, the Memorandum, the Regulatory Agreement, and all other City Documents to which the City is a party, and shall have delivered such documents into escrow; and (c) Owner's Title Policy. The Title Company shall, upon payment of the ,premium therefor, be ready to issue an Owner's Title Insurance Policy for the benefit and protection of Developer("Owner's Title Policy") showing a leasehold interest in the Property vested in Developer, subject only to Developer's Permitted Exceptions and containing such endorsements as Developer may reasonably require, with the cost of such Owner's Title Policy to be paid by Developer. 4.8 No Obligation to Disburse Proceeds Upon Default. Notwithstanding any other provision of this Agreement,the City shall have no obligation to disburse or authorize the disbursement of any portion of the Loan Proceeds following: (i) the failure of any of Developer's representations and warranties made in this Agreement or in connection with the Loan to be true and correct in all material respects; (ii) the termination of this Agreement by mutual agreement of the Parties; (iii) the occurrence of an Event of Developer Default under any City Document which remains uncured beyond any applicable cure period, or the existence of any condition, event or act which upon the giving of notice or the passage of time or both would constitute an Event of Developer Default under any City Document. ARTICLE V DEVELOPMENT OF THE PROPERTY 5.1 Development Schedule. Subject to Force Majeure, Developer shall commence construction of the Project by not later than June 30, 2016, and shall diligently prosecute to completion the construction of the Improvements to enable City to issue a final certificate of occupancy within eighteen(18)months following commencement of construction, with construction targeted to be completed by not later than December 31, 2017. Developer shall use diligent and commercially reasonable efforts to perform Developer's obligations under this Agreement within the times periods set forth herein, and if no such time is provided, within a reasonable time, designed to permit issuance of a final certificate of occupancy by the date specified in this Section 5.1. Subject to Force Majeure and the City's issuance of permits and approvals, Developer's failure to commence or complete construction of the Project in accordance with the time periods specified in this Section 5.1 shall be an Event of Developer Default hereunder. OAK#4822-6539-6013 v3 13