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(5) Neither the execution and delivery of this Agreement, the consummation of <br />the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and <br />conditions of this Agreement results in a breach of, the terms, conditions or provision of any <br />contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to <br />which the Developer is now a party or by which it is bound, or constitutes a default under any of <br />the foregoing. <br />(6) The Developer will cooperate with the City with respect to any litigation <br />commenced with respect to the Project. <br />(7) The Developer will cooperate with the City in resolution of any traffic, <br />parking, trash removal or public safety problems which may arise in connection with the <br />construction and operation of the Project. <br />(8) Construction of Phase 1 shall begin by October 1, 2021 and the construction <br />of Phase 1 will be substantially completed by December 31, 2022, subject to Unavoidable Delays. <br />Construction of Phase 2 shall begin by September 1, 2022 and the construction of Phase 2 will be <br />substantially completed by September 30, 2023, subject to Unavoidable Delays. <br />(9) The Developer acknowledges that Tax Increment projections contained in <br />the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall <br />place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax <br />Increments to reimburse the Developer for a portion of the costs of the acquisition of the <br />Development Property as provided in Article III. <br />Section 2.3. Representations and Warranties of the Owner. The Owner makes the <br />following representations and warranties: <br />(1) The Owner is a Delaware limited liability company, is authorized to do <br />business in the State, and has the power and authority to enter into this Agreement and to perform <br />its obligations hereunder, and doing so will not violate its articles of organization, member control <br />agreement or operating agreement, or the laws of the State and by proper action has authorized the <br />execution and delivery of this Agreement. <br />(2) The Owner will cooperate with the City with respect to any litigation <br />commenced with respect to the Project. <br />(3) The Owner will cooperate with the City in resolution of any traffic, parking, <br />trash removal or public safety problems which may arise in connection with the construction and <br />operation of the Project. <br />6 <br />13580713v3 <br />