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limitation, landscaping, driveways, parking areas, and walkways) in a condition free of all waste,
<br />nuisance, debris, nnmaintained landscaping, graffiti, disrepair, abandoned vehicles/appliances,
<br />and illegal activity, and shall take all reasonable steps to prevent the same from occurring on the
<br />Property. Developer shall prevent and/or rectify, or shall cause the Homeowners' Association to
<br />prevent and/or rectify, any physical deterioration of the Improvements and shall make all repairs,
<br />renewals and replacements necessary to keep the Property in good condition and repair, ordinary
<br />wear and tear excepted.
<br />7.2 Insurance Coverap-e. Throughout the term of this Agreement, Developer shall
<br />comply, or cause the Homeowners' Association to comply, with the insurance requirements set forth
<br />in Exhibit B, and shall, at Developer's or Homeowners' Association expense, as applicable,
<br />maintain in full force and effect insurance coverage as specified in Exhibit B.
<br />8. Recordation. This Agreement shall be recorded in the Official Records. Developer hereby
<br />represents, warrants and covenants that with the exception of easements of record, absent the
<br />written consent of City which City may grant or deny in the exercise in its sole discretion, this
<br />Agreement shall not be subordinated in priority to any lien pertaining to taxes or assessments),
<br />encumbrance, or other interest in the Property or the Project. If (other than those at the time this
<br />Agreement is recorded, any interest, lien, or encumbrance has been recorded against the Project
<br />in position superior to this Agreement, upon the request of City, Developer hereby covenants and
<br />agrees to promptly undertake all action necessary to clear such matter from title or to subordinate
<br />such interest to this Agreement consistent with the intent of and in accordance with this Section
<br />8, and to provide such evidence thereof as City may reasonably request.
<br />9. Transfer and Encumbrance.
<br />9.1 Restrictions on Transfer and Encumbrance. During the term of this Agreement,
<br />except as permitted pursuant to the Loan Agreement or this Agreement, Developer shall not
<br />directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total
<br />or partial sale, transfer, conveyance, assignment or lease (collectively, "Transfer") of the whole
<br />or any part of the Property, the Project, or the improvements located on the Property, without the
<br />prior written consent of the City, which approval shall not be unreasonably withheld. In addition,
<br />prior to the expiration of the term of this Agreement, except as expressly permitted by this
<br />Agreement or the Loan Agreement, Developer shall not undergo any significant change of
<br />ownership without the prior written approval of City. For purposes of this Agreement, a
<br />"significant change of ownership" shall mean a transfer of the beneficial interest of more than
<br />twenty-five percent (25%) in aggregate of the present ownership and /or control of Developer,
<br />taking all transfers into account on a cumulative basis; provided however, neither the admission
<br />of an investor/non-managing member, nor the transfer by such party's interest to subsequent non -
<br />managing members shall be restricted by this provision.
<br />9.2 Permitted Transfers. Subject to Section 9.3 below, the prohibitions set forth in
<br />this Article shall not be deemed to prevent: (i) the granting of temporary easements or pennits to
<br />facilitate development of the Property; (ii) dedication of any property required pursuant to this
<br />Agreement; (iii) the sale of individual residences to homebuyers for occupancy as their principal
<br />residence in accordance with this Agreement; (iv) assignments creating security interests for the
<br />SF #4821-4436-6284 v2
<br />1619\01\3064651.1
<br />REV: 05-19-20215K
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