RecDoc 2020-115102 Addendum to Loan Agmt

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(iv) The Transfer shall be effectuated pursuant to a written instrument satisfactory to the City in form recordable in the Official Records. Consent to any proposed Transfer may be given by the City's Authorized Representative unless the City's Authorized Representative, in his or her discretion, refers the matter of approval to the City Council. If the City has not rejected a proposed Transfer or requested additional information regarding a proposed Transfer in writing within forty-five (45) days following City's receipt of written request by Owner, the proposed Transfer shall be deemed approved. 13.4 Effect of Transfer without Cily Consent. In the absence of specific written agreement by the City, no Transfer of the Property or the Project shall be deemed to relieve Owner or any other party from any obligation under this Agreement. It shall be an Event of Default hereunder entitling City to pursue all available remedies at law or in equity if without the prior written approval of the City, Owner assigns or Transfers the Project or the Property in violation of Section 13. This Section 13.4 shall not apply to Transfers described in clauses (i), (ii), (iii), (iv), and (vii) of Section 13.2, and solely with respect to (a) the removal of the general partner by the investor limited partner for a default under the Partnership Agreement, and (b) the replacement of the general partner with an affiliate of the investor limited partner for an interim period of not more than 180 days, clause (viii) of Section 13.2. 13.5 Recovery of City Casts. Owner shall reimburse City for all City costs, including but not limited to reasonable attorneys' fees, incurred in reviewing instruments and other legal documents proposed to effect a Transfer under this Agreement and in reviewing the qualifications and financial resources of a proposed successor, assignee, or transferee within ten (10) days following City's delivery to Owner of an invoice detailing such costs. 13.6 Encumbrances. Owner agrees to use best efforts to ensure that all deeds of trust or other security instruments and any applicable subordination agreement recorded against the Property, the Project or part thereof for the benefit of a lender other than City ("Third -Party Lender") shall contain each of the following provisions: (i) Third -Party Lender shall use its best efforts to provide to City a copy of any notice of default issued to Owner concurrently with provision of such notice to Owner; and (ii) City shall have the reasonable right, but not the obligation, to cure any default by Owner within the same period of time provided to Owner for such cure extended by an additional ninety (90) days. Owner agrees to provide to City a copy of any notice of default Owner receives from any Third -Party Lender within three (3) business days following Owner's receipt thereof. REV: 08-26-2020 PR ATTY/AGR.2020.168/HIP Housing Development Corporation (Page 18 of 31)