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leasehold interest in the City Parcels in a manner acceptable to the tax credit investor in the Phase II <br /> Rental Component and Phase III Rental Component(each a"Master Ground Lease")which,in the <br /> opinion of tax counsel to the Developer,is at least sufficient to create an ownership interest therein <br /> for federal income ta�cation purposes("Title")pursuant to Conveyance Documents contemplated in <br /> Section 6.3 hereof. As an alternative to the Master Ground Leases,the City and the Developer may <br /> agree to enter into multiple long-term ground leases each encompassing one or more Components <br /> separately,or the Components,or portions thereof,may be sub-ground leased by the Developer to <br /> an Owner Entity it shall designate,pursuant to one or more long-term sub-ground leases. <br /> Upon request of Developer and provided the following conditions are satisfied, City will <br /> convey all or any portion of the Phase II Homeownership Site and Phase III Homeownership Site <br /> directly to Developer: <br /> (i) the requirements of Sections 2.2 and 2.3 aze satisfied, respectively; <br /> (ii) assurances are provided in a form satisfactory to City that such property will only be <br /> conveyed by Developer to homeowners; and <br /> (iii) City retains in the deed the right to re-acquire the land, for no consideration, if <br /> development of the homeownership units on such land in accordance with this Agreement has not <br /> started within a mutually agreed upon time frame. <br /> Further details may be set forth in the plans approved in accordance with Sections 2.2.3 and <br /> 2.3.3 hereof. <br /> Upon conveyance to the Developer or the Owner Entity, the City Pazcels (or any portion <br /> thereof so conveyed) shall be in a Clean and Buildable Condition. For the purposes of the City <br /> Parcels, "Clean and Buildable Condition" shall mean that the requirements of Sections 3.1.1 <br /> through 3.1.4 shall have been met. The City shall convey the City Parcels to the Developer or the <br /> Owner Entity within a time frame that meets the Revitalization Schedule. The City's obligation to <br /> convey all or any portion of the City Parcels,as well as all of the other obligations,responsibilities <br /> and liabilities of the City hereunder, are subject to all Force Majeure Events. <br /> 3.1.2 State of City Title. The City shall provide title to the City Parcels to the <br /> Developer or Owner Entity. Subject to the City's demolition obligations set forth herein,the City <br /> Parcels will be conveyed hereunder by the City in an"as is,where is and with all faults"condition. <br /> In the event that the Developer, determines that title to any of the City Pazcels is not good and <br /> marketa.ble title,Developer may,at its election,(1)refuse to accept conveyance of such pazcel or(2) <br /> accept conveyance of such parcel and take such actions as are necessary to render title to that pazcel <br /> clean and marketable. Prior to any conveyance of City Parcels hereunder, the Developer shall <br /> receive from the City,at the City's expense,an ALTA survey,prepazed by a surveyor licensed in the <br /> State of Illinois, showing the boundaries of the City Pazcels, all recorded easements and rights-of- <br /> way affecting the City Parcels, all encroachments of improvements onto the City Parcels, and all <br /> improvements existing on any City Parcel after the City's demolition efforts on the City Pazcels. The <br /> said survey shall contain a metes and bounds description, or lots and blocks description as <br /> applicable, shall refer to the title commitment(s) for the City Parcels, and shall be certified to the <br /> 16 <br /> INDY 1566592v.2 <br />