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delivered to City this Agreement, and all other documents required in connection with the transactions contemplated hereby, including without limitation the Construction/Permanent Note, a leasehold deed of trust substantially in the form attached hereto as Exhibit C to secure repayment of the Construction/Permanent Note (the "Deed of Trust"), an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants substantially in the form attached hereto as Exhibit D (the "Regulatory Agreement"), a ground lease substantially in the form attached hereto as Exhibit G (the "Ground Lease") and a Memorandum of the Ground Lease substantially in the form attached as an exhibit to the Ground Lease (the "Memorandum"). Concurrently with the Closing, the Memorandum, the Deed of Trust, and the Regulatory Agreement shall be recorded in the Official Records. (f) Lender's Title Policy. The Title Company shall, upon payment of the premium therefor, be ready to issue an ALTA Lender's Policy of Title Insurance for the benefit and protection of City ("Lender's Title Policy") in the amount of the Construction/Permanent Loan, insuring that the Memorandum, the Deed of Trust and the Regulatory Agreement are recorded subject only to title exceptions and such other defects, liens, conditions, encumbrances, restrictions, easements and exceptions as City may reasonably approve in writing (collectively, "City's Permitted Exceptions") and containing such endorsements as City may reasonably require. (g) Financing Plan. City shall have approved the Financing Plan, including without limitation, the construction and operating budgets for the Project. (h) Approval of Financing Documents; Evidence of Availability of Funds. City shall have approved the Partnership Agreement if the Project will be conveyed to an Approved Partnership, and shall have approved the loan and grant documents for all financing sources for the Project. All other sources of construction financing for the Project shall have closed or shall close concurrently with the closing for the lease of the Property, and Developer shall have provided evidence reasonably satisfactory to City that (i) all conditions to the release and expenditure of the initial draw of funds from each source described in the approved Financing Plan as a source of construction financing for the Project have been met and that such funds will be available, and (ii) all construction financing (including draws subsequent to the initial draw of funds) will be available upon the satisfaction of the conditions set forth in the applicable documents. (i) Construction Contract, Plans, Budget and Schedule. City shall have approved the general contractor, the construction budget and schedule, and the construction contract for the Project, and City shall have approved the final Construction Plans and specifications for the Project. Developer shall have delivered an executed copy of the construction contract for the Project to the City. If City has not provided written objections to Developer regarding the general contractor, the construction budget and schedule, or the construction contract for the Project within fifteen (15) business days following their submittal to the City, such items shall be deemed to have been approved. (j) Permits. Developer shall have delivered evidence satisfactory to City that Developer has obtained all permits (including without limitation building permits) required to OAK #4845-1087-0362 v5 12