05 - JOINT PH - Vista Del Rio DDA

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Agreement for a period of not less than five (5) years after all matters pertaining to this Agreement (i,e,, audit, disputes or litigation) are resolved in accordance with applicable federal or state laws, regulations or policies, and when a period of affordability or recapture applies to Vista Del Rio's activities, for a period of not less than five (5) years after the affordability or recapture period ends, 15.7 Termite Inspection Report, Vista Del Rio shall deliver a termite report pertaining to the Property/Project to the City every fifth (5th) year beginning January 2013, 16, OTHER NEGATIVE COVENANTS While any obligation of Vista Del Rio under the Notes or Deeds of Trust remains outstanding, the following provisions shall apply, except to the extent that Executive Directors otherwise consent in writing: 16.1 Default on Senior Loan. Vista Del Rio shall not default on any of the Senior Loan Documents, provided however, that Vista Del Rio shall have such period as is provided in the Senior Loan Documents during which to effectuate a cure, 16.2 Transfers of Interest in Property or Agreement. 16,2,1 Prohibition, The qualifications and identity of Vista Del Rio are of particular concern to the Agency and City. It is because of those qualifications and identity that Agency and City have entered into this Agreement and the other Project Documents with Vista Del Rio. Therefore, for the period commencing upon the date of this Agreement and until the expiration of the Term hereof, no voluntary or involuntary successor in interest of Vista Del Rio shall acquire any rights or power under this Agreement, nor shall Vista Del Rio make any total or partial sale, transfer, conveyance, assignment, subdivision, refinancing or lease of the whole or any part of the Property or the Improvements thereon (collectively, "Transfer") without prior written approval of the Agency and City, except as expressly set forth herein. Any proposed total or partial Transfer without Agency and City approval shall constitute a Default pursuant to Article 20, et seq., hereof, 16.2.2 Permitted Transfers. Notwithstanding any other provision of this Agreement to the contrary, Agency and City approval of a Transfer shall not be required in connection with any of the following: (a) Any Transfer to an entity or entities in which Vista Del Rio directly or indirectly retains a minimum of fifty-one percent (51%) of the ownership or beneficial interest and retains management and control of the transferee entity or entities. (b) The conveyance or dedication of any portion of the Property to the City or other appropriate governmental agency, or the granting of easements or permits to facilitate construction of the Improvements. (c) Any requested assignment for financing purposes (subject to such financing being considered and approved by the Agency pursuant to Section 311 of the DDA), including the grant of a deed of trust to secure the funds necessary for construction and permanent financing of the Improvements. (d) Removal of the investor limited partner of Vista Del Rio upon the expiration of the fifteen (15) year tax credit compliance period applicable to the Project. 34 DOCS O C/ 1475221 v5/200272-0004