25F - AGMT - 605-611 EAST WASHINGTON ST LOAN

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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 Developer's activities, for a period of not less than five (5) years after the affordability or recapture period ends. In addition to the foregoing, Developer shall comply with the requirements set forth in Section 1210. 1507. Termite Inspection Report. Developer shall deliver a termite report pertaining to the Property to the Agency/City every fifth (5th) year beginning January 2016. 1600. OTHER NEGATIVE COVENANTS While any obligation of Developer under the Promissory Notes or Deeds of Trust remain outstanding, the following provisions shall apply, except to the extent that Executive Director otherwise consents in writing: 1601. Default on Senior Loan. Developer shall not default on any of the Senior Loan documents, provided however, that Developer shall have such period as is provided in the Senior Loan Documents during which to effectuate a cure. 1602. Transfers of Interest in Property or Agreement. 1602.1 Prohibition. The qualifications and identity of the Developer 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 the Developer. 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 the Developer shall acquire any rights or power under this Agreement, nor shall the Developer 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 without prior written approval of the Agency/City, except as expressly set forth herein. Any proposed total or partial sale, transfer, conveyance, assignment, subdivision, refinancing or lease of the whole or any part of the Property or the Improvements will constitute a Default pursuant to Article 2000 hereof. 1602.2 Permitted Transfers. Notwithstanding any other provision of this Agreement to the contrary, Agency approval of an assignment of this Agreement or conveyance of the Property or Improvements, or any part thereof, shall not be required in connection with any of the following: (a) Any transfers to an entity or entities in which the Developer, or either of its general partners, retains 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 (as defined herein). (c) Any requested assignment for financing purposes (subject to such financing being considered and approved by the Agency pursuant to Section 311), including the grant 49 25F-55