5A4 Purchase Agreement (Scott St. NNN) - Fully Executed

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7 contemplated herein. Any other closing costs not specifically designated as the responsibility of either party in this Agreement shall be paid by Buyer. 9.BUYER’S POST-CLOSING DEVELOPMENT OBLIGATIONS; CHANGE OF INTENDED USE. A.Property Redevelopment; Proof of Investment. Provided Closing occurs, within twelve (12) months after the Closing Date, Buyer will commence construction and redevelopment of the Property for the Intended Use and will provide Seller with such commencement date (the “Construction Commencement Date”). Buyer will expend an amount (including hard and soft costs) of not less than Three Million Dollars ($3,000,000.00) to complete the Property Improvements to redevelop the Property for the Intended Use (the “Minimum Investment”). Buyer shall permit Seller to perform reviews and monitor the progress of the construction of the Property Improvements. Promptly upon completing the Property Improvements and expending the Minimum Investment, Buyer will submit to Seller records reasonably satisfactory to Seller, in Seller’s sole discretion, proving the above required expenditures have been made and will provide to Seller copies of the certificate(s) of occupancy for each structure constructed as part of the Property Improvements to verify their individual completion. The Property Improvements shall be completed within thirty-six (36) months of the Construction Commencement Date (the “Completion Date”). If by the Completion Date the Property Improvements have not been completed or if the Minimum Investment has not been expended, the Buyer shall be in default under this Agreement. B.Post-Closing Buyer Property Improvement Commitments. In addition to the requirements set forth in Section 9.A. above, Buyer shall comply with the following commitments after Closing: iii.In its development of the Property, Buyer shall comply with all applicable federal, state, and local laws, including, but not limited to, the applicable requirements of the City of South Bend Zoning Ordinance, including variances as necessary; iv.Provide the design, plans, and specifications for Property Improvements consistent with City standards for the review and comment by the City's Planning Director or their designee, who, in their sole discretion, may request revisions or amendments to be made to the same (acceptance of the design and plans by the Planning Director or their designee prior to construction shall be a prerequisite for the issuance of a Certificate of Completion); and v.Submit to Seller reports on or before June 30 and December 31 of each year until substantial completion of the Property Improvements, in the format set forth as Exhibit C, demonstrating the Buyer’s good-faith compliance with the terms of this Agreement. The reports shall include the following information and documents: (a) a status report of the construction completed to date, (b) an update on the project schedule, and (c) an itemized accounting generally identifying the proof of investment to date. C.Certificate of Completion. Promptly after Buyer completes the Property Improvements and proves the same to Seller’s reasonable satisfaction in accordance with