14-20 Cedar Glen Bond Ordinance Addendums

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ARTICLE V ADDITIONAL AGREEMENTS AND COVENANTS Section 5.1. Right of Inspection. At all reasonable times and upon reasonable notice, the Borrower shall allow any duly authorized representative of the Issuer or the Trustee to visit and inspect the Project, to examine and make copies of and from its books of record and account, and to discuss its affairs, finances, and accounts with its officers, and shall furnish to the Issuer and the Trustee any information reasonably required regarding its business affairs and financial condition within a reasonable time after receipt of written request therefor. Section 5.2. Borrower to Maintain its Existence; Sales of Assets or Mergers. The Borrower shall maintain its existence, not dissolve or sell, transfer or otherwise dispose of all or substantially all of its assets and not consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it; provided, that it may do so if the surviving, resulting or transferee entity is other than the Borrower, it assumes in writing all of the obligations of the Borrower under this Agreement and the Regulatory Agreement and it has a net worth equal to or greater than that of the Borrower immediately prior to such consolidation, merger, sale or transfer. The Borrower shall not peniiit one or more other entities to consolidate with or merge into it, without the prior written consent of the Trustee; or take any action or allow any action to be taken to terminate the existence of the Borrower except as provided herein. Nothing herein contained shall limit the rights of(i) any direct or indirect owners of interests in the Borrower to (a) transfer, convey, sell or otherwise dispose (a "Transfer") their ownership interests to any Affiliate, or in connection with any estate planning, or by operation of law, or(b) make Transfers among and between themselves, or(ii) Borrower to make Transfers as otherwise permitted by (or subject to the terms and conditions set forth in) the Regulatory Agreement. Notwithstanding anything to the contrary contained herein or in any other Subordinate Bond Document (as defined in Section 13.12 of the Indenture), and subject to the consent of HUD (as defined in Section 1.01 of the Indenture) prior to each occurrence in accordance with the FHA Loan Documents (as defined in Section 1.01 of the Indenture), the following shall be permitted and shall not require the prior written approval of Issuer, FHA Lender or Trustee, (a) the transfer by the Investor Member of its interest in Borrower in accordance with the terms of Borrower's Amended and Restated Operating Agreement, as it may be amended from time to time (the "Operating Agreement"), (b) the removal of the managing member of Borrower in accordance with the Operating Agreement and the replacement thereof with the Investor Member, or any of its affiliates, (c) the transfer of ownership interests in the Investor Member, (d) the transfer of the interests of the Investor Member in Borrower to Borrower's managing member or any of its affiliates, and (e) any amendment to the Operating Agreement to memorialize the transfers or removal described above. The parties agree that this section shall control to the extent of any conflict in any Subordinate Bond Documents. 14