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<br />EXHIBIT 3 <br />interests under the Loan Documents. City acknowledges and agrees that as of the <br />effective date of this Agreement, Developer’s installation of security cameras at the <br />Property shall satisfy Developer’s obligation pursuant to this Section 12.1 not to leave the <br />Property unguarded or unprotected. Without limiting the generality of the foregoing, and <br />except as otherwise agreed by City in writing from time to time, Developer shall <br />promptly and faithfully perform and observe each of the following provisions: <br />12.2. Alterations and Repair. Developer shall not remove, demolish or <br />materially alter any Improvement without City’s prior consent, except to make non- <br />structural repairs that preserve or increase the Property's value, and shall promptly restore, <br />in a good and professional manner, any Improvement (or other aspect or portion of the <br />Property) that is damaged or destroyed from any cause. <br />12.3. Compliance. Developer shall comply with all laws and requirements of <br />Governmental Authority (including, without limitation, all requirements relating to the <br />obtaining of Governmental Authority approvals), all Governmental Authority approvals <br />and all rights of third parties, relating to Developer, the Property or Developer's business <br />thereon. <br />12.4. Taxes and Impositions. Developer shall pay, prior to delinquency, all of <br />the following (collectively, the "Impositions"): (a) all general and special real property <br />taxes and assessments imposed on the Property; (b) all other taxes and assessments and <br />charges of every kind that are assessed upon the Property (or upon the owner and/or <br />operator of the Property) and that create or may create a lien upon the Property (or upon <br />any personal property or fixtures used in connection with the Property), including, without <br />limitation, non-governmental levies and assessments pursuant to applicable covenants, <br />conditions or restrictions (if any); and (c) all license fees, taxes and assessments imposed <br />on City (other than City's income or franchise taxes) which are measured by or based upon <br />(in whole or in part) the amount of the obligations secured by the Property. If permitted by <br />law, Developer may pay any Imposition in installments (together with any accrued <br />interest). <br />12.5.Right to Contest. Developer shall not be required to pay any Imposition <br />so long as: (a) its validity is being actively contested in good faith and by appropriate <br />proceedings; (b) Developer has demonstrated to City's reasonable satisfaction that leaving <br />such Imposition unpaid pending the outcome of such proceedings could not result in <br />conveyance of the Property in satisfaction of such Imposition or otherwise impair City’s <br />interests under the Loan Documents; and, (c) Developer has furnished City with a bond or <br />other security reasonably satisfactory to City in an amount not less than 100% of the <br />applicable claim (including interest and penalties). <br />12.6. Evidence of Payment. Upon demand by City from time to time, Developer <br />shall deliver to City, within thirty (30) days following the due date of any Imposition, <br />evidence of payment reasonably satisfactory to City. <br />12.7. Books, Records and Annual Statement. Developer shall maintain <br />complete books of account and other records reflecting the construction and operation of <br />the Project in accordance with generally accepted accounting principles applied on a <br />34 <br />WISEPlace Permanent Supportive Housing <br />City HOME-ARP Loan Agreement