05 - JOINT PH - Vista Del Rio DDA

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condominium ownership. If at any time Vista Del Rio fails to maintain the Project or the Property in accordance with this Agreement and such condition is not corrected within five (5) Business Days after written notice from City or Agency with respect to graffiti, debris, and waste material, or thirty (30) days after written notice from City or Agency with respect to general maintenance, landscaping and building improvements, then City and Agency, in addition to whatever remedy they may have at law or at equity, shall have the right to enter upon the applicable portion of the Project or the Property and perform all acts and work necessary to protect, maintain, and preserve the Project and the Property, and to attach a lien upon the Property, or to assess the Property, in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by City and Agency and/or costs of such cure, including a reasonable administrative charge, which amount shall be promptly paid by Vista Del Rio to City or Agency, as applicable, upon demand. The liens created under this Section shall be subject and subordinate to the lien of the mortgage or deed of trust encumbering the Property (or any part of the Property) for the Construction Loan and the Senior Loan approved pursuant to the terms of this Agreement. The City and/or Agency shall inspect the Property annually after the date of issuance of the Release of Construction Covenants as described in Section 310 of the DDA and Vista Del Rio shall cooperate with the City and Agency to make the Property and all Units thereon available for such inspection. 12.1.1 Alterations and Repair. Vista Del Rio shall not remove, demolish or materially alter any Improvement without City's prior consent, except to make non-structural repairs which preserve or increase the Property's value, and shall promptly restore, in a good and professional manner, any Improvement (or other aspect or portion of the Property) that is damaged or destroyed from any cause. 12.2 Compliance with Laws. Vista Del Rio shall comply with all laws and requirements of Governmental Authority (including, without limitation, all requirements relating to the obtaining of Governmental Authority approvals), all Governmental Authority approvals, all rights of third parties, and all Governmental Requirements, that are applicable or relate to Vista Del Rio, the Property, or Vista Del Rio's business thereon. 12.3 Taxes and Impositions. Vista Del Rio shall pay, prior to delinquency, all of the following (collectively, the "Impositions"): (a) all general and special real property taxes and assessments imposed on the Property; (b) all other taxes and assessments and charges of every kind that are assessed upon the Property (or upon the owner and/or operator of the Property) and that create or may create a lien upon the Property (or upon any personal property or fixtures used in connection with the Property), including, without limitation, non-governmental levies and assessments pursuant to applicable covenants, conditions or restrictions; and (c) all license fees, taxes and assessments imposed on City or Agency (other than City's income or franchise taxes) which are measured by or based upon (in whole or in part) the amount of the obligations secured by the Property. If permitted by law, Vista Del Rio may pay any Imposition in installments (together with any accrued interest). 12.3.1 Right to Contest. Vista Del Rio shall not be required to pay any Imposition so long as (a) its validity is being actively contested in good faith and by appropriate proceedings, (b) Vista Del Rio has demonstrated to City's reasonable satisfaction that leaving such Imposition unpaid pending the outcome of such proceedings could not result in conveyance of the Property in satisfaction of such Imposition or otherwise impair City and Agency's interests under the Loan Documents, and (c) Vista Del Rio has furnished City with a bond or other security satisfactory in an amount not less than 100% of the applicable claim (including interest and penalties). D OCS OC/ 1475221 v5/200272-0004 28