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<br />(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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