Agmt 2006 Mercy Housing California XXXIII (4)

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precedent to the Agency's obligation to lease the Property to Developer. In addition, Developer anticipates that it will submit an application to the Federal Home Loan Bank of San Francisco for funding under the Affordable Housing Program by October 2006. If the Developer does not receive an allocation of tax credits in the second TCAC round of funding for the year 2006, Developer shall apply for tax credits in the first TCAC round of funding for the year 2007 (the "Additional Round"), unless the Parties mutually agree within a period not to exceed sixty (60) days (commencing on the date the Developer is notified that the Project did not obtain a TCAC commitment in the second TCAC round of funding for the year 2006) that changes to the Project are necessary to apply in the Additional Round. If the Parties mutually agree upon additional work for the Developer or a change of scope for the Project, then the Parties will negotiate in good faith a reasonable developer fee to compensate Developer. If the Developer does not receive a TCAC commitment in the Additional Round, then the Agency shall confer with the Developer in good faith for a period not to exceed ninety (90) days (commencing on the date the Developer is notified that the Project did not obtain a TCAC commitment in the Additional Round) to determine if a feasible and mutually acceptable alternate arrangement can be made to finance the Project; provided however, if Developer does not receive an allocation of tax credits in the second TCAC round of funding for the year 2007, then either party shall have the right to terminate this Agreement upon written notice. 1.3.2 Evidence of Availability of Funds. No later than the date shown in the Schedule of Performance (150 days following the Effective Date), Developer shall submit to the Agency evidence reasonably satisfactory to Agency that (i) all conditions to the release and expenditure of the initial draw of funds described in the approved Financing Plan as the source of construction financing for the Project have been met (or will be met upon lease ofthe Property to Developer and close of the Agency Loan (defined below)) and that such funds will be available upon commencement ofthe term of the Ground Lease, (ii) all approvals, permits, and authorizations which are conditioned upon the lease of the Property will be received promptly after commencement of the term of the Ground Lease, and (iii) all construction financing (including draws subsequent to the initial draw of funds) will be available upon commencement of the term of the Ground Lease. Submission by Developer, and approval by the Agency, of such evidence of funds availability and evidence of issuance of all required approvals, permits and authorizations shall be conditions precedent to the commencement of the term of the Ground Lease. 1.3.3 Scope of Development and Preliminary Site Plan. Prior to the Agency's consideration of this Agreement, the Developer submitted to the Agency a proposed Scope of Development and Preliminary Site Plan for the Project. The Scope of Development is described in Exhibit B attached hereto, and includes the rehabilitation ofthe existing motel located on the Property to include: (i) 68 residential units consisting ofa total of sixty-five (65) studio apartment(s), two (2) one-bedroom units, and one (1) two-bedroom manager's unit, (ii) sixty-two (62) on-site parking spaces, (iii) common area facilities including a lobby and a community meeting room, and (iv) outdoor landscaping, (all ofthe foregoing are collectively hereinafter referred to as the "Improvements"). The Preliminary Site Plan for the Project is attached hereto as Exhibit C, and shows the general location of the Improvements, including the location of the residential units, parking, open space, common areas, landscaping and 803698-6 6