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the maintenance work, including the provision of labor, equipment, materials, support facilities, and any and all other items necessary to comply with the requirements of this Covenant. If, at any time, the Owner fails to maintain the Site, and has either failed to commence to cure such condition or to diligently prosecute to completion the condition or the condition is not corrected after expiration of thirty (30) days from the date of written notice from the City, City may perform the necessary corrective maintenance, and the City shall pay such costs as are reasonably incurred for such maintenance. The City shall have the right to place a lien on the Site should the Owner not reimburse City for such costs within thirty (30) days following City's written demand to the Owner for reimbursement of such costs. The Owner, on behalf of itself, its heirs, successors and assigns, hereby grants to City and its officers, employees and agents, an irrevocable license to enter upon the Site to perform such maintenance during normal business hours after receipt of written notice from City as hereinabove described and the Owner's failure to cure or remedy such failure within thirty (30) days of such notice. Any such entry shall be made only after reasonable notice to the Owner, and shall indemnify and hold the City harmless from any claims or liabilities pertaining to any such entry by City. Failure by the Owner to maintain the Site in the condition provided in this Section 3 may, in City's reasonable discretion, constitute a default under this Covenant, and the City can invoke its repurchase right set forth in Article 5, below. ARTICLE 4. N 0 TRANSFER • 4.01. Prohibition. The identity and qualifications of the Owner as an experienced and successful operator of affordable rental housing developments are of particular concern to the City. It is because of this identity and these qualifications that the City has entered into this Covenant with the Owner. Except with respect to Permitted Transfers (as defined below), no voluntary or involuntary successor in interest of the Owner shall acquire any rights or powers under this Covenant by assignment or otherwise, nor shall the Owner make any total or partial sale, transfer, conveyance, encumbrance to secure financing, assignment or lease of the whole or any part of the Project without t he prior written approval of the City, which approval shall not be unreasonably withheld. 4.02. Permitted Transfers. Notwithstanding any other provision of this Covenant to the contrary, City approval of an assignment or transfer of this Covenant, or conveyance of the Site or any part thereof shall not be required in connection with any of the following (the "Permitted Transfers "): The lease of Affordable Units to Eligible Households. 4.03. City Consideration of Requested Transfer. The City agrees that it will not unreasonably withhold approval of a request made pursuant to this Section 4.03 provided (a) the Owner delivers written notice to the City requesting such approval, and Page 4 82483.00000 \5570532.4 ATTY /AGR /2010.120 EXHIBIT C 103010