Item 12 - Agreements for Habitat for Humanity of Orange County Affordable Ownership Units

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EXHIBIT 2 4.4 Termination for Failure of Condition. If (a) any of the conditions precedent set forth herein are not timely satisfied within two (2) years of the date of this Agreement (subject to applicable notice and cure rights), and (b) City is not in default under this Agreement, City may terminate this Agreement without any further liability on its part by giving written notice of termination to Developer. Upon the giving of such notice, the City shall not be obligated to pay to Developer the Inclusionary Grant, any portion thereof, or any other amounts owing under the Agreement, and Developer shall return to the City any Inclusionary Grant monies received but not expended on the Project as of the date of the notice of termination. 4.5 Waiver of Conditions. The conditions set forth pertaining to City's obligation to make disbursements of the Inclusionary Grant proceeds are for City's benefit only and the City Project Manager may waive all or any part of such rights by written notice to Developer. 4.6 Waiver of Disbursement Conditions. Unless City otherwise agrees in writing, the making by City of any disbursement with knowledge that any condition to such disbursement is not fulfilled shall constitute a waiver of such condition only with respect to the particular disbursement made, provided that such condition shall be a condition to all further disbursements until fulfilled. 4.7 Other Terms and Conditions of Grant., Without limiting any other remedies, any disbursements of the Inclusionary Grant that have not already been expended for development and construction of the Project shall become immediately due and payable by Developer back to City, in the event of any of the following: (a) Failure to complete the Project within two (2) years of the date of the first disbursement, unless extended due to Force Majeure delays, as defined in Section 17.2; (b) Violation of any of the use covenants and restrictions contained in this Agreement after the expiration of any applicable notice and cure periods; or, (c) An Event of Default by Developer, which is not timely cured after expiration of any applicable notice and cure periods pursuant to the terms of this Agreement. 4.8 Costs and Fees. Developer shall pay all recording fees and charges on any document recorded pursuant to this Agreement. 5. USE AND MAINTENANCE OF THE PROPERTY 5.1 Maintenance of the Property. During all phases of construction, solely at Developer's expense, Developer agrees to maintain the Property in a clean and orderly condition and in good condition and repair and keep the Property free from any accumulation of debris and waste materials, as appropriate and consistent with construction industry standards and all permits and regulations of any Governmental Authority. If at any time Developer fails to maintain, or cause to be maintained, the Property as required by this section, and said condition is not corrected after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of written notice from the City, unless such condition cannot reasonably be cured within thirty (30) days, in which case 5 53 94.0010 1 \42414134.1