BLP PARTNERSHIP LAND DISPOSITION

Developer and the City shall each pay one-half the cost of the escrow fees of the Title Company, if any. ARTICLE 4 CITY GROUND LEASE Section 4.1 City Ground Lease. The City and the Developer agree that the City Ground Lease to be negotiated between the Parties will be consistent with the terms of this Agreement. Upon Close of Escrow,the City Ground Lease shall supersede this Agreement, and this Agreement shall be terminated and of no further force and effect. The Parties agree to execute any documents necessary to satisfy the Title Company and any lenders that this Agreement has been terminated and is of no further force and effect. Section 4.2 Term of City Ground Lease. The City Ground Lease shall have a minimum term of fifty five(75) and a maximum term of seventy five(75)years beginning on the date of the City Ground Lease. F1 l=Tr:(_`1 IJL Section 4.3 N. 5. s ded in the following sentence, the City Ground Lease shall not be ass ms of the Developer without the prior written consent of the City, w rr denied in the City's reasonable discretion. The City Ground Lea profit public benefit corporation controlled by Lytton Gardens Senic °using Corporation(or both of them) or by any entity pursuant to an ; as provided in the City Ground Lease. Section 4.4 Subordination of City Ground Lease. The City agrees to subordinate the City Ground Lease to the deeds of trust securing the Construction Loan and Permanent Loan. Section 4.5 Subordination of Regulatory Agreement. The City agrees to subordinate the Regulatory Agreement to the deeds of trust securing the Construction Loan and Permanent Loan. Section 4.6 HUD Requirements. The City agrees that if the Developer obtains financing subject to an FHA insurance program of HUD, the City shall modify the City Documents to conform to HUD requirements, including,but not limited to,provisions to reflect that in the event of any conflict between the City Documents and the HUD Documents that the HUD Documents shall prevail, and to provide that the City shall not exercise any of its remedies contained in the City Documents without the prior written approval of HUD. Section 4.7 Option to Purchase and Right of First Refusal. In the event that, following close of Escrow, this Agreement is terminated pursuant to Section 8.4.c, then the City shall have an option to purchase the Improvements on terms to be negotiated and included in the City Ground Lease. If the City does not exercise the option, the City shall have a right of first refusal on the same terms as Developer has offered the Improvements to a third party on terms to be negotiated and included in the City Ground Lease. 144\105\105296.4 7