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to renovate, repair and/or reposition the Property and the Project, (iv) all affordability
<br />restrictions in favor of the City which are contained in this Agreement remain in senior
<br />position to such new financing and remain unchanged, (v) such Transfer/sale will
<br />reasonably yield to the seller at closing only enough cash proceeds to pay off senior
<br />obligations to institutional lenders and to pay the exit cost of the tax credit investor and
<br />any additional sale proceeds to the seller thereunder from such Transfer/sale would be
<br />evidenced by a residual receipts promissory note in such principle amount, bearing
<br />interest at a rate not -to -exceed 3% simple interest per annum, held by the selling entity or
<br />general partner of the selling entity which residual receipts promissory note is secured by
<br />a deed of trust on the leasehold interest in the Property (which deed of trust will also be
<br />treated as a permitted encumbrance under this Agreement) but which would be junior to
<br />the deeds of trust securing a new loan from an institutional lender as well as to the deeds
<br />of trust securing loan obligations assumed by such new owner.
<br />8.1.3 Sale of Property/Change of Use: Developer agrees and declares that the
<br />Property and the Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used,
<br />occupied, operated, sold, and approved subject to all obligations set forth or incorporated in this
<br />Agreement, all of which are for the purpose of enhancing and protecting the value and
<br />attractiveness of the Property and the Project. All of the obligations set forth or incorporated in
<br />this Agreement shall constitute covenants which run with the land and shall be binding on
<br />Developer and its successors and assigns, and all parties having or acquiring any right, title or
<br />interest in, or to any part of the Property or Project. Developer further understands and agrees that
<br />the Density Bonus permit approvals received for this Project have been made on the condition that
<br />Developer and all subsequent owners, or other successors and assigns of the Property and/or
<br />Project lease and rent the Units in accordance with the terms and conditions stipulated in Sections
<br />4, 5 and 6 of this Agreement for a term of 55 consecutive years commencing upon the date that
<br />the Project is first occupied.
<br />8.1.4 Subsequent Assignment. As used in this Agreement, the term 'Developer"
<br />shall be deemed to include any such transferee or assignee after the date such sale, transfer, or
<br />assignment occurs in compliance with this Agreement.
<br />8. 1.5 Unpermitted Assignments Void. Any sale, transfer, or assignment made in
<br />violation of this Agreement shall be null and void, and City shall have the right to pursue any right
<br />or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales,
<br />transfers, or assignments.
<br />8.2 Covenants Run with the Land. The Property shall be held, sold, conveyed,
<br />hypothecated, encumbered, used, occupied and improved subject to the covenants, conditions, and
<br />restrictions set forth herein. The covenants, conditions, restrictions, reservations, equitable
<br />servitudes, liens and charges set forth in this Agreement shall run with the Property and shall be
<br />binding upon Developer and all persons having any right, title or interest in the Property, or any
<br />part thereof, their heirs, and successive owners and assigns, shall inure to the benefit of City and
<br />its successors and assigns, and may be enforced by City and its successors and assigns. The
<br />covenants established in this Agreement shall, without regard to technical classification and
<br />designation, be binding for the benefit and in favor of City and its successors and assigns, and the
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