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firm commitment for a Senior Loan from a Senior Lender, all as reasonably approved by the Executive Director based on documentation submitted by Developer. Agency/City shall approve or disapprove such evidence of financing commitments within thirty (30) days of receipt of a complete submission. Approval shall not be unreasonably withheld or conditioned. If Agency/City shall disapprove any such evidence of financing, Agency/City shall do so by Notice to Developer stating the reasons for such disapproval and Developer shall promptly obtain and submit to Agency/City new evidence of financing (or terminate this Agreement as permitted by Section 2003). Agency/City shall approve or disapprove such new evidence of financing in the same manner and within the same times established in this Section 311.1 for the approval or disapproval of the evidence of financing as initially submitted to Agency/City. Developer shall close the approved financing prior to or concurrently with the first disbursement of the Loans. Such evidence of financing shall include the following: (a) a copy of a legally binding, firm and enforceable loan commitment(s) from an approved Senior Lender or Letter of Credit obtained by Developer for 100% of the estimated cost to construct the Improvements, from unrelated financial institutions for the Senior Loan for financing to fund the construction, operation and maintenance of the Improvements, subject to such lenders' reasonable, customary and normal conditions and terms, and/or (b) a certification from the chief financial officer of Developer that Developer has sufficient funds to complete the construction, operation, and maintenance of the Improvement and that such funds have been committed to such construction, and/or (c) documentation showing that Developer has obtained allocations of tax exempt bond financing from CDLAC and Tax Credits from TCAC, along with evidence that Developer has obtained a commitment from a tax credit investor to provide equity in exchange for a limited partnership interest in Developer pursuant to the Partnership Agreement, and/or (d) other documentation satisfactory to the Agency/City as evidence of other sources of capital sufficient to demonstrate that Developer has adequate funds to cover the difference between the total cost of the construction and completion of the Improvements, less financing authorized by those loans set forth in subparagraph (a) above. 311.2 No Encumbrances Except Agency recorded documents (Deeds of Trust/Affordability Restrictions on Transfer of Property). The Developer shall not enter into any conveyance for financing prior to the Release of Construction Covenants without the prior written approval of the Agency, which approval Agency agrees to give if any such conveyance for financing is given to a responsible financial lending institution or person or entity ("Holder"). The Developer may enter into a conveyance for financing after the completion of the Improvements as evidenced by the recording of the Release of Construction Covenants without the approval of the Agency. 311.3 Holder Not Obligated to Construct Improvements. The Holder of any mortgage or deed of trust authorized by this Agreement shall not be obligated by the provisions of this Agreement to construct or complete the Improvements or any portion thereof, or to guarantee such construction or completion; nor shall any covenant or any other provision in this Agreement be construed so as to obligate such Holder. Nothing in this Agreement shall be deemed to construe, permit or authorize any such Holder to devote the Property to any uses or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. 311.4 Notice of Default to Mortgagee or Deed of Trust Holders; Right to Cure. With respect to any mortgage or deed of trust granted by Developer as provided herein, whenever the Agency may deliver any notice or demand to Developer with respect to any Default by Developer in completion of construction of the Improvements, the Agency may at the same time DOCSOC/ 1469583 v5/200272-0003 17