Agmt 2009 Alameda Housing Associates LP

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ARTICLE ll l DEVELOPMENT OF TN E PROJECT 3. l The Property. Developer represents and warrants that as of the Effective Date: (i) Developer has the contractual right to acquire a leasehold interest in the Property, and (ii) the Property is subject to no covenant, condition, restriction or agreement that would prevent the development of the Project in accordance with this Agreement. ]fat any time the foregoing statements become untrue, the Agency shall have the right to terminate this Agreement upon written notice to Developer. 1n the event that Developer does not acquire a leasehold interest in the Property by September 1, 2012, this Agreement shall terminate and with the exception of those provisions that survive termination, this Agreement shall be of no further force or effect. 3.1. l Agency Approval of Ground Lease. Prior to Developer's execution of the ground lease for the Property (the "Ground Lease"). Developer shall submit the proposed Ground Lease for Agency review and approval. The Ground Lease must contain the following terms: (i) the term shall be for not less than seventy-five (75) years; (ii) construction of the Project in accordance with this Agreement must be permitted; (iii) the Agency shall have the right, but not the obligation, to cure defaults by Developer within the cure period provided to Developer extended by an additional sixty (60) days except when such extended cure period would jeopardize title to the Property or would impair the correction of an immediate threat to health and safety; (iv) the Agency shall be entitled to receive all notices of default under the Ground Lease concurrently with provision of such notices to Developer, (v) the Agency shall have the right, but not the obligation, to become the lessee under the Ground Lease or alternatively to enter into a new lease with the landowner on similar terms if Agency forecloses on the Deed of Trust ortakes a deed in lieu of foreclosure following the occurrence of an Event of Default and the expiration of applicable cure periods; (vi) the landowner shall agree not to encumber the fee interest in the land with any lien senior to the Ground Lease except those documents executed by Developer and/or the fee owner of the Property for the benefit of Project lenders approved pursuant to the Financing Plan, the Inclusionary Housing Agreement (defined in Section 4. ] .2 (b)), and such other documents that may be approved by the Agency in writing; (vii) the landowner shall agree not to terminate the Ground Lease during such period that the cure of a default under the Ground Lease is in progress; and (viii) Agency consent shall be required for all ~~~aterial amendments to the Ground Lease. 3.2 Scope of Development. After acquiring a leasehold interest in the Property, Developer shall develop the Project in accordance with the terms and conditions of this Agreement and in compliance with the terms and conditions of all approvals, entitlements and permits that the City or any other governmental body or agency with jurisdiction over the Project or the Property has granted or issued as of the date hereof or may hereafter grant or issue in connection with development of the Project, including without limitation, all mitigation measures imposed in connection with environmental review of the Project and all conditions of approval imposed in connection with any entitlements, approvals or permits (all of the foregoing approvals, entitlements, permits, mitigation measures and conditions of approval are hereafter collectively referred to as the "Conditions of Approval").