BLP PARTNERSHIP LAND DISPOSITION

(w) "Regulatory Agreement" means the Regulatory Agreement and Declaration of Restrictive Covenants,which will be negotiated and attached to this Agreement as Exhibit C, and will be recorded against the Property. (x) "Security Financing Interest" has the meaning set forth in Section 9.1. (y) "Term" means the term of this Agreement,which shall consist of the period commencing on the date of execution of this Agreement and continuing until this Agreement is terminated. (z) "Title Company" means Chicago Title Company, or such other title company as the Developer may select. (aa) "Transfer" has the meaning set forth in Section 7.1. Exhibit A Property Description Exhibit B Form of Ground Lease (form to be attached after negotiation) Exhibit C Form of Regulatory Agreement (to be attached after negotiation) ARTICLE 2 PREDISPOSITION REQUIREMENTS Section 2.1 Conditions Precedent to Disposition of Property. The requirements set forth in this Article 2 are conditions precedent to the City's obligations to convey a leasehold interest in the Property to the Developer pursuant to the City Ground Lease. Section 2.2 CEQA Review. Pursuant to the California Environmental Quality Act ("CEQA"), the City has prepared,reviewed and approved the environmental review for the transactions contemplated by this Agreement (including the development of the Improvements), following conduct of a duly noticed public hearing. Section 2.3 Governmental Approvals. The Developer shall obtain all governmental approvals necessary for development and operation of the Improvements. The Developer acknowledges that execution of this Agreement by the City does not constitute approval by the City of any further required permits, applications, or allocations, and in no way limits the discretion of the City in the permit, allocation and approval process, including financial contributions and/or loans required for the Development. Section 2.4 Other Required Funds. 144\105\105296.4 4