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connection with predevelopment financing provided by the City, Developer has executed a loan agreement, a promissory note, and an assignment agreement pursuant to which City has been provided a security interest in the plans, studies and documents prepared using proceeds of the predevelopment loan. G. A material inducement to City to enter into this Agreement is the agreement by Developer to develop the Project within the time periods specified herein and in accordance with the provisions hereof, and the City would be unwilling to enter into this Agreement in the absence of an enforceable commitment by Developer to take such actions and complete such work in accordance with such provisions and within such time periods. NOW, THEREFORE, in consideration of the mutual covenants contained herein and good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. ARTICLE I DEFINITIONS; EXHIBITS 1.1 Definitions. The following terms shall have the meanings set forth below whenever used in this Agreement and the Exhibits attached hereto. Additional terms are defined in the Recitals and text of this Agreement. "Affordable Rent" is defined in the Regulatory Agreement. "Applicable Laws" is defined in Section 5.15. "Approved Partnership" is defined in Section 7.3. "Area Median Income" is defined in the Regulatory Agreement. "Assignment Agreement" means that certain Assignment Agreement executed by Developer for the benefit of City pursuant to the Predevelopment Loan Agreement. "Authorized Representative" means the City Manager of the City of Pleasanton, or his or her designee. "City" means the City of Pleasanton, California, a municipal corporation. "City Council" means the City Council of the City of Pleasanton, California. "City Documents" means collectively, this Agreement, the Construction/Permanent Note, the Deed of Trust, the Regulatory Agreement, the Ground Lease, the Memorandum, the Predevelopment Note, the Predevelopment Loan Agreement, and the Assignment Agreement. OAK #4845-1087-0362 v5 3