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815 N. HARBOR, L.P. (HOME INVESTMENT PARTNERSHIP PROGRAM FUNDS) 2-2015
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815 N. HARBOR, L.P. (HOME INVESTMENT PARTNERSHIP PROGRAM FUNDS) 2-2015
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8/24/2015 11:03:28 AM
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815 N. HARBOR, L.P. (HOME INVESTMENT PARTNERSHIP PROGRAM FUNDS)
Contract #
A-2015-029
Agency
COMMUNITY DEVELOPMENT
Council Approval Date
2/17/2015
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12. Security <br />This Note is secured by the recorded Deed of Trust. <br />13. Acceleration by Reason of Transfer or Financing <br />a. In order to induce City to make the loan evidenced hereby, Borrower agrees <br />that in the event of any transfer of the Property without the prior written consent of City (other than a <br />transfer resulting from a foreclosure, or conveyance by deed in lieu of foreclosure, by the holder of the <br />Senior Loan Deed of Trust), City shall have the absolute right at its option, without prior demand or <br />notice, to declare all sums secured hereby immediately due and payable. Consent to one such transaction <br />shall not be deemed to be a waiver of the right to require consent to future or successive transactions. City <br />may grant or deny such consent in its sole discretion and, if consent should be given, any such transfer <br />shall be subject to this Section 13, and any such transferee shall assume all obligations hereunder and <br />agree to be bound by all provisions contained herein. Such assumption shall not, however, release <br />Borrower from any liability thereunder without the prior written consent of City. <br />b. As used herein, "transfer" includes the Sale, agreement to sell, transfer or conveyance of <br />the Property, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of <br />law or otherwise, the execution of any installment land sale contract or similar instrument affecting all or <br />a portion of the Property, or the lease of all or substantially all of the Property. 'Transfer' shall not include <br />the leasing of individual residential units on the Property, so long as Borrower complies with the <br />provisions of the Loan Agreement and the Affordability Covenants and Restrictions relating to such <br />leasing activity, nor shall it include a conveyance of the Property to a limited partnership in which <br />Borrower is a general partner, or to a corporation or l mited liability company that is wholly owned by the <br />Borrower or its affiliates and that is formed for the sole purpose of owning and operating the Property, or <br />the sale back to the Borrower. In the event of any Refinancing or partial Refinancing in an amount in <br />excess of the balance of the Senior Loan, without the prior written consent of City (which consent City <br />may grant or deny in its sole discretion), then the entire outstanding balance of the City Loan shall be <br />repaid to the City at the time of each Refmancing or partial Refinancing. <br />c. Notwithstanding anything to the contrary contained herein, a "transfer" shall not <br />include (and it shall not be deemed a Sale) (i) a transfer of a general partner's interest in Borrower when <br />made in connection with the exercise by the Borrower's limited partner (the "Limited Partner ") of its <br />rights upon a default by a general partner under the Borrower's partnership agreement (the "Partnership <br />Agreement ") or upon a general partner's withdrawal in violation of the Partnership Agreement, so long as <br />the removal and substitution of the defaulting general partner is made within thirty (30) days of such <br />default or, if such removal and substitution cannot reasonably be completed within thirty (30) days, so <br />long as the Limited Partner commences to take action to remove and substitute the general partner with a <br />reasonable period and thereafter diligently proceeds to complete such substitution; (ii) any transfer of the <br />Property to the managing general partner of Borrower pursuant to the right of first refusal or to the <br />general partners of Borrower pursuant to the purchase option, as provided for in the Partnership <br />Agreement; (iii) any transfer of the Limited Partner's interest in connection with a default by the Limited <br />Partner under and in accordance with the Partnership Agreement; and (iv) any sale, transfer or other <br />disposition of an interest in a limited partner of the Borrower. <br />14. Event of Default. <br />1076\53 \1389384.1 <br />
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