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(2) Borrower shall not permit the use of the Project for any purpose other than that <br /> permitted by this Agreement without the prior written approval of the City. <br /> (3) The City may approve a sale, transfer or conveyance provided that all of the <br /> following conditions are met: <br /> (A) Borrower is in compliance with this Agreement or the sale, transfer or <br /> conveyance will result in the cure of any existing violations of this Agreement; <br /> (B) the successor-in-interest to Borrower agrees to assume all obligations of the <br /> existing Borrower pursuant to this Agreement and the HOME Program; <br /> (C) the successor-in-interest demonstrates to the City's satisfaction that it can own <br /> and operate the Project in full compliance with all HOME Program requirements; and <br /> (D) any terms of the sale, transfer or conveyance shall not threaten the City's <br /> security or the successor's ability to comply with all HOME Program requirements. <br /> (4) The City may grant any approval for a sale, transfer or conveyance subject only to <br /> such terms and conditions as may be necessary to ensure compliance with HOME Program <br /> requirements. <br /> 2.9 Assignment of City Rights. The City retains the right at its sole discretion to assign <br /> all or part of its rights under this Agreement for the purpose of ensuring compliance and enforcement <br /> of Borrower's duties and obligations hereunder. In addition, the City may designate an agent to act <br /> on its behalf in monitoring compliance and enforcing the provisions hereof. <br /> 2.10 Fees. Borrower shall be responsible for payment of all customary fees and charges in <br /> connection with the processing of City, and all other applicable permits and approvals for the <br /> Project. <br /> 2.11 Taxes and Assessments. Following Borrower's acquisition of the Property,Borrower <br /> shall pay all real and personal property taxes, assessments and charges and all franchise, income, <br /> payroll,withholding,sales,and other taxes assessed against the Property or the Project and payable <br /> by Borrower,at such times and in such manner as to prevent any penalty from accruing,or any lien <br /> or charge from attaching to the Property; provided, however, that Borrower shall have the right to <br /> contest in good faith, any such taxes,assessments,or charges. In the event the Borrower exercises <br /> its right to contest any tax, assessment, or charge, the Borrower, on final determination of the <br /> proceeding or contest,shall immediately pay or discharge any decision or judgment rendered against <br /> it, together with all costs, charges and interest. <br /> 2.12 Liens and Stop Notices. Following Borrower's acquisition of the Property,until the <br /> expiration of the term of the Regulatory Agreement, Borrower shall not allow to be placed on the <br /> Property or any part thereof any lien or stop notice on account of materials supplied to or labor <br /> performed on behalf of Borrower. If a claim of a lien or stop notice is given or recorded affecting <br /> the Project or the Property, Borrower shall within twenty(20)days of such recording or service: (a) <br /> pay and discharge(or cause to be paid and discharged)the same; or(b)effect the release thereof by <br /> recording and delivering (or causing to be recorded and delivered) to the party entitled thereto a <br /> 2220130.1 Page 9 <br />