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(d) Valid and Binding Agreements This Agreement and all other documents or instruments which have been or that will be executed and delivered by Developer pursuant to or in connection with this Agreement constitute or, if not yet executed or delivered, will when so executed and delivered, constitute legal, valid and binding obligations of Developer, enforceable in accordance with their respective terms, subject to laws affecting creditors' rights and principles of equity (e) No Breach of Law or Agreement Neither the execution nor delivery of this Agreement or any other documents or instruments that have been or that will be executed and delivered by Developer pursuant to or in connection with this Agreement, nor the performance of any provision, condition, covenant or other term hereof or thereof, will conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court, board, commission or agency binding on Developer, or any provision of the organizational documents of Developer, or will conflict with or constitute a breach of or a default under any agreement to which Developer is a party, or will result in the creation or imposition of any lien upon any assets or property of Developer, other than liens established pursuant hereto (f) Pending Proceedings. Developer is not in default under or in violation of any law or regulation or under any order of any court, board, commission or agency whatsoever, and to the current actual knowledge of Developer's principals, there are no claims, actions, suits or proceedings pending or threatened against or affecting Developer or the Property, at law or in equity, before or by any court, board, commission or agency Developer is not the subject of any bankruptcy or insolvency proceeding, and no general assignment or general arrangement for the benefit of creditors or the appointment of a trustee or receiver to take possession of all or substantially all of Developer's assets has been made. 2.2 Intentionally omitted. 2.3 Project Scope. The Project will include the demolition of the existing improvements on the Property and the construction of a multi-family affordable senior housing development consisting of. 54 apartments and related improvements (all of the foregoing are collectively hereinafter referred to as the "Improvements") 2 4 Financing Plan Developer shall submit to City for City's review and approval, Developer's plan for construction and permanent financing for the Project (the "Financing Plan"). The Financing Plan shall indicate all sources of funds necessary to pay, when due, the estimated costs of the Project, including without limitation acquisition costs and hard and soft construction costs, and shall be accompanied by evidence that all such funds have been firmly committed by Developer, equity investors or lending institutions, subject only to commercially reasonable conditions The Financing Plan shall include development and operating pro formas which set out in detail Developer's plan for financing the costs of acquisition, construction and operation of the Project. Developer's submittal and City's approval of the Financing Plan are conditions to City's obligation to fund the Loan 2 5 Review and Modifications City staff shall promptly review the proposed Financing Plan, and acting through the Authorized Representative, the City shall approve such plan in writing within fifteen (1 5) business days following receipt provided that the plan OAK#4822-6539-6013 v5