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7. Recordation: No Subordination. This Agreement shall be recorded in the Official Records of Alameda County. Owner hereby represents, warrants and covenants that with the exception of easements of record, absent the written consent of City and Agency, this Agreement shall not be subordinated in priority to any lien (other than those pertaining to taxes or assessments), encumbrance, or other interest in the Property or the Project. If at the time this Agreement is recorded, any interest, lien, or encumbrance has been recorded against the Project in position superior to this Agreement, upon the request of Agency, Owner hereby covenants and agrees to promptly undertake all action necessary to clear such matter from title or to subordinate such interest to this Agreement consistent with the intent of and in accordance with this Section 7, and to provide such evidence thereof as Agency may reasonably request. 8. Transfer and Encumbrance. 8.1 Restrictions on Transfer and Encumbrance. During the term of this Agreement, except as permitted pursuant to the OP A or this Agreement, Owner shall not make or permit the occurrence of any Transfer (as defined in the OP A) of the Project or the Property without the prior written consent of the Agency; provided however, neither the admission of an investor limited partner, nor the transfer by the investor limited partner to an entity in which an affiliate is the general partner or managing member shall require Agency consent. 8.2 Permitted Transfers. The City and Agency shall not withhold consent to the following Transfers: (a) a transfer from Owner to a nonprofit corporation or limited liability company which is under the direct control or under the common control of Owner ("Controlled Affiliate"); (b) a transfer from Owner to a limited partnership in which Owner or a Controlled Affiliate is the general partner ("Owner Limited Partnership"); (c) transfer of the initial limited partner's interest in a Owner Limited Partnership to an investor limited partner(s); (c) a transfer of the general partner's interest in a Owner Limited Partnership to a Controlled Affiliate; (e) a transfer from a Owner Limited Partnership to Owner or a Controlled Affiliate; (f) any transfer of limited partnership interests in a Owner Limited Partnership in accordance with such partnership's agreement oflimited partnership ("Partnership Agreement"), provided that the Partnership Agreement and/or the instrument of Transfer provide for development and operation of the Property and Project in a manner consistent with this Agreement; (g) the removal of the general partner by the investor limited partner for a default under the Partnership Agreement, provided the replacement general partner is reasonably satisfactory to Agency; or (h) a transfer to the permanent lender for the Proj ect or to a third party by foreclosure, deed in lieu of foreclosure or comparable conversion of any lien on the Project or to any subsequent transfer by such lender or third party following such foreclosure, deed in lieu of foreclosure or comparable conversion; provided that: (i) prior to any of the foregoing transfers (other than to a third party following foreclosure), Owner or the proposed owner shall provide Agency with a copy of the transferee's organizational documents and the final form of the agreement effectuating such transfer, (ii) the Project is and shall continue to be operated in compliance with this Agreement, and (iii) the transferee executes all documents reasonably requested by the Agency with respect to the assumption of the Owner's obligations under this Agreement, and upon reasonable request of Agency, delivers to the Agency an opinion of transferee's counsel to the effect that this Agreement is the valid, binding and enforceable obligation of such transferee. 817718-5 11