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(ii} Developer shall continue to pay a1I reaI estate taxes and any instal�ments flf special assessments certified thereto which become due and payable' (iii) Developer shall not pennit the storage, release or disposal of �azardous az' toxic substances or contaminants on the Triangte Parcel; (iv) De�eloper shall not encumber, permit liens to attach to, or convey any interest in the Triang�e ParceI to any other party; (v) No permanent improvements shall be constructed on the Triangle Parce] withot�t the City's writter� consent; and (vi) Developer shall pay al l utili#ies d�ze u� to and inc}uding t�e Closing Date. Section 3.6. Relocation. The parties agree and understand that Develaper may te�nporari3y relocate residents of the existing buildi37gs on De�e]op�nent Property during const�-�ction of tl�e Mini�rtum lmprovements, anci rnay a�so terminate leases to tenants of the Triangle Parcel. Without �irr�iting the Developer�s obligatio�s tznder Section 83 hereof. the Developer wil] indemnify, defend, and hold harmIess the Ci#y and its governing body t�eEnbers, emplo��ees, agents, and contractors from any and all claims for benefits or payt�ents arising out of tE�e relocation or dispIacement of any person fram the existing impravements on the Development Property, or tern�ination of any Iease of the Triangle Parcel, as a result of the implementation ofthis Agree�nent. Nothin� ir► this Section is inte�ded to make any other person or entity a third-party beneficiary of ihis Agreement. Section 3.7. Recards. The City and its representatives sha1F ha�e the right at all reasonable times after reasonahle notice to inspect, exa�r�ine and �opy all books and records of Developer relating to the Minirrtum Improvements and the A�bfic Development Costs. Section 3.8. T1F Lookback. {a} Deveioper acknowledges tha# the level of tax inerement assistance iz� this Agreement is based o� Developer's P�zblic Development Casts, the costs of the Mintmum Improvements, and tenns of t13e Housing Re�en�e Bonds that are Developer's expected source of capital fnancing. Upon carnpletian of the Iast Phase of the Minimum Improvements, issuance of the last series of Housing Revenue Bonds, and completion of at least one �scal year of operation of al� the Minimurrz Improve�ents (the "Caleulation Date'); De�eioper wiil s�bmit to the City a pro forma updated to reflect a�l actual casts of cfevelopment of the Minimum lmprovements, inckuding an estimate of the debt service coverage ratio for al] outstanding Housing Revenue Bonds for five fiscal years after Calculation Date. For purposes of calculating debt service coverage, operati�g revenues frorr� the Developer's care center (which is located on the sa�ne property but is not part oi the Minimum Improvements) wi)1 be excluded. If the mean projected deb# coverage ratio for atl outstanding Housing Revenue Bonds for those fve fiscal years (the "Actual Coverage") exceeds t�e debt service coverage for those years that was used for purposes of marketinb the outstanding Housing Revenue Bonds, plus five percentage points (the "Adjusted MarEceting Coverage"), the City wil] calculate the �set present va�ue (as of ihe Calculatio� Date) of the amount by whicl� the actual cash flow after debt service on ail Housing Revenue Bonds for the relevant five-year period exceeds t3�e cash flow after debt service that would result if the cash flow rnatched the Adlusted Marketing Co�erage. That net present value of excess cash fiow is referred ta as the "Excess Amount." Present value is calcn�ated using khe mean true interest cost on all outstar�ding Ho�tsing Revenue Bonds. The Adjuste� Marketing Coverage must be evidenced by bond covenants, disc�osure docurt�ents, or ather r�asonable evidence of the c�ebt service coverage used for mariceting purposes at the time of issuance of each series of Housing Revenue Bonds. 378490v10S3k3AiZ204-EO � �