Agmt 2006 Mercy Housing California XXXIII (4)

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Lease, the Loan Agreement, the Note, the Deed of Trust, the Regulatory Agreement, the Ground Lease and the Memorandum of Lease (each defined below) are hereinafter referred to collectively as the "Agency Documents." 1.3.7 Insurance. Developer shall provide evidence reasonably satisfactory to Agency that Developer has obtained insurance coverage meeting the requirements set forth in Section 5.11. ARTICLE II RESERVED ARTICLE III LEASE OF THE PROPERTY 3.1 Lease of Property. Provided that all conditions precedent set forth in this Agreement have been satisfied or waived, Agency shall lease to Developer, and Developer shall lease from Agency, the Property and Improvements thereon in accordance with and subject to the terms, covenants and conditions of this Agreement and the Ground Lease, subject only to: (a) the provisions and effect of the Redevelopment Plan, (b) the provisions and effect of the Agency Documents, (c) applicable building and zoning laws and regulations, (d) any lien for current taxes and assessments or taxes and assessments accruing subsequent to commencement of the term of the Ground Lease, (e) the exceptions to title listed in Exhibit L, (f) matters that would be apparent from an inspection of the Property, and (g) such other conditions, liens, encumbrances, restrictions, easements and exceptions as Developer may approve in writing, which approval shall not be unreasonably withheld. All of the foregoing are collectively hereinafter referred to as the "Permitted Exceptions." The date of commencement of the term of the Ground Lease shall be memorialized in a Memorandum of Ground Lease (the "Memorandum of Lease") to be recorded in the Official Records of Alameda County substantially in the form attached as an exhibit to the Ground Lease. The term of the Ground Lease shall be seventy-five (75) years. 3.2 Rent. Developer shall pay rent for the Property pursuant to the Ground Lease. 3.3 Escrow. Agency and Developer shall open escrow at the office of Old Republic Title Company located at 475 Sansome Street, Suite 1700, San Francisco, California, 94111, or such other title company as the Parties may agree upon ("Title Company" or "Escrow Agent") in order to consummate the closing of escrow ("Closing") for the transactions contemplated hereby. 3.4 Costs of Closing and Escrow. Developer shall pay all title insurance premiums for policies Developer elects to purchase in connection with the lease of the Property and the financing of the Project, and all conveyance and recording fees, transfer taxes, escrow fees and closing costs incurred in connection with the leasing of the Property and the financing of the Project. Property taxes and assessments shall be prorated as ofthe date of closing ("Closing 803698-6 8