05 - JOINT PH - Vista Del Rio DDA

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evaluate the proposed assignee or purchaser pursuant to the criteria set forth in this Section 18,3 and as reasonably determined by the Agency/City. The Agency/City shall evaluate each proposed transferee or assignee on the basis of its development and/or qualifications and experience in the construction of facilities similar to the Improvements, and its financial commitments and resources, and may reasonably disapprove any proposed transferee or assignee, during the period for which this Section 18.3 applies, which the Agency/City determines does not possess equal or better qualifications than the transferring developer. An assignment and assumption agreement in a form satisfactory to the Agency/City's legal counsel shall also be required for all proposed assignments, Within fifteen (15) days after the receipt of Vista Del Rio's written notice requesting Agency approval of an assignment or transfer pursuant to this Section 18.3, the Agency/City shall either approve or disapprove such proposed assignment or shall respond in writing by stating what further information, if any, the Agency/City reasonably requires in order to determine the request complete and determine whether or not to grant the requested approval, Upon receipt of such a response, Vista Del Rio shall promptly furnish to the Agency/City such further information as maybe reasonably requested and the Agency and City shall approve or disapprove the requested Transfer within fifteen (15) days after receipt of all such requested information. 18.4 Successors and Assigns. All of the terms, covenants and conditions of this Agreement shall be binding upon Vista Del Rio and its permitted successors and assigns. Whenever the term "Vista Del Rio" is used in this Agreement, such term shall include any other permitted successors and assigns as herein provided. 19. ENFORCEMENT OF AGREEMENTS. The Loan Agreement and all of its attachments shall be enforceable by City, Agency and Authority in accordance with the teams thereof. Each of the Loan Agreement, these Restrictions, the City/HOME Loan Note, the Agency Loan Note, the City/HOME Loan Deed of Trust, and the Agency Loan Deed of Trust provide a means of enforcement by the City and the Agency if Vista Del Rio is in breach of its obligations hereunder and thereunder, including liens on the Property, deed restrictions and covenants running with the land [24 CFR 92.504 (c) (13)]. 20. SUBORDINATION OF AFFORDABILITY RESTRICTIONS. In the event the Executive Directors find that an economically feasible method of financing for the construction and operation of the Project without the subordination of the Affordability Restrictions is not reasonably available, Executive Directors may agree to subordinate the covenants contained in the Affordability Restrictions to the Senior Loan and/or the Tax Credit Regulatory Agreement, subject to the terms of this Section 20. Each and any subordination agreement evidencing or affirming Agency's and City's subordination of the Affordability Restrictions entered into by Agency and/or City shall contain written commitments which the Executive Directors find are reasonably designed to protect Agency's and City's investment in the Project in the event of default; any such subordination agreement(s) shall contain contractual obligation of such Senior Lender to include, without limitation, the following: (a) concurrent delivery to Agency and City of a true copy of each and any notice provided by the Senior Lender for the Project to Vista Del Rio (as its borrower) during the term of the Senior Loan for the Project; (b) a reasonably extended cure period and right to Agency and City to cure and assume the Senior Loan, and/or other senior lien(s) for the Project upon the same terms applicable to the approved financing to Vista Del Rio pursuant to the loan documents applicable thereto with such right, but with no obligation, to the Agency and City being available both from the date of issuance of any notice of default through and after the recordation of a formal Notice of Default by the Senior Lender for the Project pursuant to applicable California Code of Civil Procedure foreclosure requirements, and (c) a right of Agency and City to cure a default on DOCSOC/1475221 v5/200272-0004 B-19