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<br />agreement, or a proposed amendment or change to any of the foregoing within sixty (60) days
<br />following City's receipt of such plan, proposal, agreement or amendment, the plan, proposal,
<br />agreement, or amendment shall be deemed approved by City.
<br />6.7 Fees, Taxes, and Other Levies. Owner shall be responsible for payment of all fees,
<br />assessments, taxes, charges, liens and levies applicable to the Property or the Project, including
<br />without limitation possessory interest taxes, if applicable, imposed by any public entity, and shall
<br />pay such charges prior to delinquency. However, Owner shall not be required to pay any such
<br />charge so long as (a) Owner is contesting such charge in good faith and by appropriate
<br />proceedings, (b) Owner maintains reserves adequate to pay any contested liabilities, and (c) on
<br />final determination of the proceeding or contest, Owner immediately pays or discharges any
<br />decision or judgment rendered against it, together with all costs, charges and interest. The
<br />foregoing is not intended to impair Owner's ability to apply for any applicable exemption from
<br />property taxes or other assessments and fees.
<br />6.8 Insurance Coverage. Throughout the term of this Agreement Owner shall comply
<br />with the insurance requirements set forth in Exhibit C, and shall, at Owner's expense, maintain in
<br />full force and effect insurance coverage as specified in Exhibit C.
<br />6.9 Propegy Damage or Destruction. If any part of the Project is damaged or
<br />destroyed, Owner shall repair or restore the same, consistent with the occupancy and rent
<br />restriction requirements set forth in this Agreement. Such work shall be commenced as soon
<br />as reasonably practicable after the damage or loss occurs and shall be completed within one
<br />year thereafter or as soon as reasonably practicable, provided that insurance proceeds are
<br />available to be applied to such repairs or restoration within such period and the repair or
<br />restoration is financially feasible. During such time that lenders or low-income housing tax
<br />credit investors providing financing for the Project impose requirements that differ from the
<br />requirements of this Section the requirements of such lenders and investors shall prevail.
<br />7. Recordation; Subordination. This Agreement shall be recorded in the Official Records of
<br />Alameda County. The City agrees that the City will not withhold consent to reasonable requests
<br />for subordination of this Agreement to deeds of trust provided for the benefit of lenders
<br />identified in the financing plan submitted to City for the Project, as such plan may be updated
<br />with City approval, provided that the instruments effecting such subordination include reasonable
<br />protections to the City in the event of default, including without limitation, extended notice and
<br />cure rights.
<br />8. Transfer and Encumbrance.
<br />8.1 Restrictions on Transfer and Encumbrance. During the term of this Agreement,
<br />except as permitted pursuant to the Loan Agreement or this Agreement, Owner shall not directly
<br />or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial
<br />sale, transfer, conveyance, assignment or lease (collectively, "Transfer") of the whole or any
<br />part of the Property, the Project, or the improvements located on the Property, without the prior
<br />written consent of the City, which approval shall not be unreasonably withheld. In addition, prior
<br />to the expiration of the term of this Agreement, except as expressly permitted by this Agreement
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<br />OAK #4821-6084-0273 v5
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