80A - SETTLEMENT AGMT FINAL VERSION

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shall approve or disapprove such Evidence of Construction Financing and/or Evidence of Permanent Financing for the Rental Portion of the Project for such Phase within fifteen (15) days of receipt of a complete submission. Approval shall not be unreasonably withheld or conditioned. If the Agency shall disapprove any such Evidence of Construction Financing and/or Evidence of Permanent Financing for the Rental Portion of the Project, the Agency shall do so by Notice to the Developer stating the reasons for such disapproval and the Developer shall promptly obtain and submit to the Agency new Evidence of Construction Financing and/or Evidence of Permanent Financing for the Rental Portion of the Project for such Phase, as applicable. The Agency shall approve or disapprove such new Evidence of Construction Financing and/or Evidence of Permanent Financing for the Rental Portion of the Project in the same manner and within the same times established in this Section 316.1 for the approval or disapproval of the Evidence of Construction Financing and Evidence of Permanent Financing for the Rental Portion of the Project as initially submitted to the Agency. The Developer shall close the construction portion of the approved financing concurrently with the Closing for such Phase; provided that the closing of approved financing may be delayed pursuant to Section 507 of this Agreement. The parties understand and acknowledge that the Developer may propose the use of equity financing with no debt financing as its construction financing for Phase FS. 316.2 Tax Credit Equity. The following requirements must be satisfied in order for the equity financing for Tax Credit funding for each of Phase R-1 and Phase R-2 to be approved by the Agency pursuant to this Section 316: (a) The Developer shall use good faith efforts to solicit no less than two (2) competitive bids from Tax Credit Investors for each of Phase R-1 and Phase R-2 of the Project and shall have selected as the Investor Limited Partner for each Phase the investor offering overall the most beneficial rates and terms, as reasonably approved by the Agency Executive Director. The Developer shall submit complete documentation relating to each such competitive solicitation to the Agency, including true copies of the invitation to bidders and each full bid package submitted by bidding Tax Credit investors, in order to permit the Agency to determine that the Developer has selected its Investor Limited Partner for such Phase that has offered the most beneficial terms of financing and Tax Credit equity as required by this Agreement. All such documentation shall be submitted no less than forty-five (45) days prior to Closing for the applicable Phase. (b) The equity investment of the Investor Limited Partner(s) of the limited partnership for each of Phase R-l and Phase R-2 shall not be less than the approximate prevailing price for Tax Credits for similar developments at such time, taking into consideration all relevant factors such as timing of required payments and amount of the Tax Credits. (c) The identity of the Investor Limited Partner(s) shall be reasonably acceptable to the Agency. (d) Developer or its affiliates may receive a developer fee of up to the maximum amount permitted by TCAC for each of Phase R-1 and Phase R-2. Fifty percent (50%) of the Developer Fee for each of Phase R-1 and Phase R-2 may be disbursed only after and conditioned upon completion of the construction of such Phase, subject to Developer's eligibility for issuance by the Agency of the Release of Construction Covenants for such Phase. DOCSOG 1404673 v 141200272-4041 46