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thirty (30) days with a written approval or denial, which City may determine in its
<br />sole and absolute discretion. If City approves such a request, then prior to any such
<br />sale, transfer or assignment, Owner shall pay City’s reasonable fees as
<br />compensation for the City’s review of the request. City’s failure to respond to the
<br />request within thirty (30) days shall be deemed an approval.
<br />7.1.2 Sale of Property. Owner agrees and declares that the
<br />Property and the Project shall be held, conveyed, mortgaged, encumbered, leased,
<br />rented, used, occupied, operated, sold, and approved subject to all obligations set
<br />forth or incorporated in this Agreement, all of which are for the purpose of
<br />enhancing and protecting the value and attractiveness of the Property and the
<br />Project. All of the obligations set forth or incorporated in this Agreement shall
<br />constitute covenants which run with the land and shall be binding on Owner and its
<br />successors and assigns, and all parties having or acquiring any right, title or interest
<br />in, or to any part of the Property or Project. Owner further understands and agrees
<br />that the Conditional Grant Agreement for this Project was agreed to by the City on
<br />the condition that Owner, Owner and all subsequent owners, or other successors
<br />and assigns of the Property and/or Project lease and rent the Affordable Units in
<br />accordance with the terms and conditions stipulated in Sections 2, 3, 4, and 5 of
<br />this Agreement for the Total Affordability Term.
<br />7.1.3 Subsequent Assignment. As used in this Agreement, the
<br />term "Owner" shall be deemed to include any such transferee or assignee after the
<br />date such sale, transfer, or assignment occurs in compliance with this Agreement.
<br />7.1.4 Unpermitted Assignments Void. Any sale, transfer, or
<br />assignment made in violation of this Agreement shall be null and void, and City
<br />shall have the right to pursue any right or remedy at law or in equity to enforce the
<br />provisions of the restriction against unpermitted sales, transfers, or assignments.
<br />7.2 Covenants Run with the Land. The Property shall be used, occupied and improved
<br />subject to the covenants, conditions, and restrictions set forth herein. The covenants, conditions,
<br />restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall
<br />run with the Property and shall be binding upon Owner and all persons having any right, title or
<br />interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall
<br />inure to the benefit of City and its successors and assigns, and may be enforced by City and its
<br />successors and assigns. The covenants established in this Agreement shall, without regard to
<br />technical classification and designation, be binding for the benefit and in favor of City and its
<br />successors and assigns, and the parties hereto expressly agree that this Agreement and the
<br />covenants herein shall run in favor of City. City is deemed the beneficiary of the terms and
<br />provisions of this Agreement and of the covenants running with the land, for and in its own right
<br />and for the purposes of protecting the interests of the community and other parties, public or
<br />private, in whose favor and for whose benefit this Agreement and the covenants running with the
<br />land have been provided. Owner hereby declares its understanding and intent that the burden of
<br />the covenants set forth herein touch and concern the land and that the Owner's interest in the
<br />Property is rendered less valuable thereby. Owner hereby further declares its understanding and
<br />intent that the agreement provides a public benefit in furtherance of benefit of such covenants
<br />EXHIBIT 2
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