R2002-192 AUTHORIZING DEVELOPMENT AGREEMENT

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pledges. In no event shall the organizational documents for any Owner Entity abrogate any of the benefits or rights provided to the City under this Agreement. 6.3 Conveyance Documents. DHA shall convey Title to identified portions of the Phase I Site to the Developer, or such Owner Entities it shall designate, pursuant to the Master Ground Lease (or alternatively multiple ground leases or subground leases) (collectively "Conveyance Documents").The DHA and Developer,or such Owner Entities as it shall designate shall enter into the Master Ground Lease prior to or simultaneous with the Closing as may be reasonably agreed by the said Parties. With respect to the Phase I Homeownership Site,DHA will take such steps as are necessary to cause fee interest in the applicable lot to be transfened directly to the purchaser thereof. Titles shall be conveyed for nominal consideration unless otherwise determined by the Developer. Any and all proceeds from fee simple transfer or ground lease conveyance of City Parcels to a transferee, including but not limited to, any annual ground rent in excess of ten dollars ($10.00) derived from and/or related to the conveyance of the City Parcels in the Phase I Site, shall be paid to the City and used by the City for the Revitalization in a manner deemed most appropriate by the City for the Revitalization, including but not limited to the landscaping of City Parcels and/or maintenance of other Public Infrastructure Improvements, as defined in Section 2.2.1 of this Agreement. 6.4 Regulatory and Operating Agreement. With respect to any Component that will include PHA-Assisted Units, DHA and each such Owner Entity shall enter into an R & O which shall provide for,amongst other requirements,the obligation of DHA to provide operating subsidy to the PHA-Assisted Units. 6.5 DHA Financing Documents. Each Owner Entity to which HOPE VI Grant funds are lent or granted shall enter into customary loan documents and/or grant agreement(s),and such other documents as HUD or DHA may require, with DHA (the "DHA Financing Documents") with terms as the parties shall negotiate,provided,however,that the parties acknowledge that such terms will in large part be dictated by tax structuring considerations. 6.6 Other Financing Documents. To secure financing in addition to the HOPE VI funds, each Owner Entity may borrow or receive funds pursuant to Other Financing and enter into customary loan and/or grant agreements with respect thereto(the"Other Financing Documents"), subject to such review and approval as may be required by the Public Housing Requirements and DHA Financing Documents. Other Financing may be secured by mortgages of, and other security interests in,the Phase I Site,which mortgages and other security interests shall as may be required by the Other Financing, including but not limited to Low Income Housing Ta.x Credits,be superior to those created by the DHA Loan Documents. 6.7 Construction Documents. Includes,or incorporates as they come into existence,(a) this Agreement (including all exhibits annexed hereto and made a part hereof and the Recitals hereo fl; (b) construction contracts beriveen an Owner Entity and a General Contractor; (c) the general, special, and supplemental conditions to such contracts; (d) drawings and specifications prepared and approved in accordance with this Agreement for a Component; and, (e) all written or graphic interpretations, clarifications, amendments, and changes of any of the foregoing. Decatur Housing Authority Near North Impact Area Development Agreement Page 29