Agenda Packet_2024-07-16 (Revised)

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EXHIBIT 2 (d) any aspect of the Improvements that is not in substantial conformity with the plans or code; (e) any event which after the giving of all required notices and the expiration of all applicable cure periods, would constitute an Event of Default; (f) any material default by Developer or any other party under any Senior Loan document, or the receipt by Developer of any notice of default under any Senior Loan document; (g) the creation or imposition of any mechanics' or materialmans' lien or other lien against the Property which might materially affect the Property, which is not bonded over or released; and/or (h) any material adverse change in the financial condition of Developer. 11.3 Further Assurances. Developer shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to City all documents, and take all actions, reasonably required by City from time to time to confirm the rights created or now or hereafter intended to be created under this Agreement. 12. OTHER COVENANTS The following provisions shall apply, except to the extent that the City Project Manager otherwise consents in writing: 12.1 Default on Senior Loan. Developer shall not be in default on any Senior Loan Documents (as approved by the City), provided however, that Developer shall have such period as is provided in the Senior Loan Documents during which to effectuate a cure. 12.2 Sale or Lease of Property.Developer shall not sell, lease (other than to qualified homeowners meeting the requirements set forth in this Agreement), sublease or otherwise transfer all or any part of the Property or any interest therein without the prior written consent of the City Project Manager, which consent may be withheld in the City Project Manager's sole discretion. In connection with the foregoing consent requirements, Developer acknowledges that City relied upon Developer's particular expertise in entering into this Agreement and continues to rely on such expertise to ensure the satisfactory completion of the construction. 13. CERTIFICATE OF COMPLETION Upon satisfactory completion of the construction and upon the request of Developer, or at its own election, the City shall issue a Certificate of Completion. Such Certificate of Completion shall be, and shall so state, conclusive determination of satisfactory completion of the construction. The Certificate of Completion may be issued in the form of the Certificate of Occupancy or Final Inspection Notice from the City. The City may deny the Certificate of Completion if the Developer 18 55394.00101\42414134.1 City Council 12 — 32 7/16/2024