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FOR SIGNATURE d. The Affordable Housing Agreement will address what happens in the event that affordable housing units arc not developed in a timely manner and in accordance with the Affordable Housing Agreement. It is intended that the County may take legal possession arid ownership of the Property and any improvements thereon and WDC shall retain ownership of the irrevocable Credits. In connection with the transfer of the Property and the Infrastructure to SCD, WDC shall provide a title report deemed satisfactory by SCD. SCD shall pay for(i)the premium for a title policy, including the cost of any endorsements thereto,(ii)any conveyance tax and recording fees,and fees in connection with negotiating the transaction. Any other costs will be borne by the party that is customary for real estate transactions in Hawaii. Each party shall be responsible for their own attorney fees. WDC will cause the Property not to be subject to assessments and fees either for its use of the common areas of the Waikoloa Beach Resort which includes roadway access to the Property,or any other assessments or fees generated by the Waikoloa Resort Association("WRA")and the Waikoloa Beach Resort Conference,or other similar organizations. The Property will be subject to design review by WDC,and SCD will be required to comply with normal and reasonable rules,regulations and maintenance of the Property set by WDC. The Property shall not be subject to the Design Guidelines of WRA or review by the Architectural Review Committee of WRA. Timing SCD and WDC shall endeavor to reach a mutually acceptable Development Agreement within 45 days following the Effective Date. Such Development Agreement will he contingent on SCD executing the Affordable Housing Agreement 1N•itlt OHCD. Due to the timing of the L[FITC application submittal timeline,SCD will work with the County to assume the obligation for Affordable[lousing for WDC, allowing WDC's Other Project to proceed as if the obligation has been fulfilled. Following execution of this Letter of intent,both parties may publicly disclose that WDC has an agreement with SCD to develop the Project. Within a mutually agreeable time subsequent to SCD executing the Affordable I-lousing Agreement with OHCD for the Credits and the granting of such Credits is irrevocable,(i) WDC shall release any claim to the Property and Infrastructure to SCD,and(ii)SCD shall record the Credits to 174'DC's Other Projects via the OHCD agreement. The overall intent of the above is that WDC not be obligated to expend funds on design or construction of the Infrastructure, except for minor costs for preliminary planning,until the Affordable Housing Agreement is executed by SCD, WDC and OlICD and conveyance of the Property and Infrastructure by WI)C are the only requirements remaining for WDC to receive the irrevocable Credits. WDC shall bond the Infrastructure cost if necessary and as required. Closing of financing for the Project by SCD is not required if it is not a requirement for WDC to receive the irrevocable Credits. Legal Effect SCD and WDC each acknowledge that a transaction of this type involves terms and conditions which have not yet been agreed upon and that this Letter of Intent is in no way intended to be a complete or definitive statement of all the terms and conditions of the proposed transaction. Rather, this Letter of Intent contemplates, and is subject to, negotiation and ekecution of the Development Agreement. Neither SCD nor WDC will be legally bound in any manner unless and until the Development Agreement has been executed by the parties. SCD acknowledges and agrees that WDC is in discussions NNith multiple parties regarding the possible purchase and sale of the Property and as a result, SCD has no assurances that WDC will execute a Development Agreement with SCD. Either party may,in its sole discretion,elect at any time to terminate negotiations with respect to the Development Agreement or not to enter into the Development