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(a) the date on which the Project is substantially completed,which shall be evidenced
<br /> by the issuance of a temporary or permanent certificate of occupancy by the City (or its local
<br /> equivalence), if the City provides such certificates of occupancy,
<br /> (b) that all other facilities necessary in connection with the Project have been acquired,
<br /> constructed, reconstructed, rehabilitated,equipped and improved, and
<br /> (c) that to the date hereof, the acquisition, construction, reconstruction, rehabilitation,
<br /> equipping and improvement of the Project and those other facilities have been accomplished in
<br /> such a manner as to conform in all material respects with all applicable zoning,planning,building,
<br /> environmental and other similar governmental regulations.
<br /> The certificate shall be delivered as promptly as practicable after the occurrence of the
<br /> events and conditions referred to in subsections(a)through(c)of this Section(the date of delivery
<br /> of such certificate being, the "Completion Date"). The Project must be completed prior to the
<br /> Mandatory Project Completion Date.
<br /> ARTICLE IV.
<br /> LOAN BY CITY; FORGIVENESS OF THE LOAN
<br /> Section 4.1. Loan. The City hereby makes the Loan to the Borrower. Subject to the
<br /> terms and conditions hereof, the Loan shall bear no interest and shall be evidenced by the Note.
<br /> The Loan shall be non-recourse against the Borrower and the Project.
<br /> Section 4.2. Payment of Principal, Premium and Interest. (a) Subject at all times to
<br /> Section 4.3 hereof, the Borrower will duly and punctually pay the principal of, premium, if any,
<br /> and interest on the Note at the rates, at the times and the places and in the manner mentioned in
<br /> the Note and this Agreement according to the true intent and meaning thereof and hereof,until the
<br /> principal of,premium, if any,and interest on the Note shall have been fully paid.
<br /> (b) Subject at all times to Section 4.3 hereof, the Borrower also agrees to pay (i) all
<br /> reasonable out of pocket expenses incurred in connection with the enforcement of any rights under
<br /> this Agreement; and(ii) all other payments of whatever nature which the Borrower has agreed to
<br /> pay or assume under the provisions of this Agreement;provided,however,that the Borrower may,
<br /> without creating a default under this Agreement, contest in good faith the necessity for any such
<br /> services and expenses and the reasonableness of any such fees, charges or expenses.
<br /> (c) Subject at all times to Section 4.3 hereof, except as provided herein, the Borrower
<br /> covenants and agrees with and for the express benefit of the City that all payments pursuant hereto
<br /> and to the Note shall be made by the Borrower on or before the date the same become due,and the
<br /> Borrower shall perform (in all material respects) all of its other obligations, covenants and
<br /> agreements hereunder, without notice or demand (except as provided herein), and without
<br /> abatement, deduction, reduction, diminution, waiver, abrogation, set-off, counterclaim,
<br /> recoupment,defense or other modification(except for defenses and counter claims brought in good
<br /> faith and excepting the defense of full payment and/or performance)or any right of termination or
<br /> cancellation arising from any circumstance whatsoever,whether now existing or hereafter arising,
<br /> and notwithstanding any damage to,or loss,theft or destruction of,the Project or any part thereof,
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