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directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial sale, transfer, conveyance, assignment or lease (collectively, "Transfer") of the whole or any part of the Property, the Project, or the Improvements, without the prior written consent of the Agency and City. 8.2 Permitted Transfers. Notwithstanding any contrary provision hereof, the prohibitions on Transfer set forth herein shall not be deemed to prevent: (i) the granting of temporary easements or permits to facilitate development of the Property; (ii) the dedication of any property required pursuant to the OPA; (iii) the lease of individual residents to tenants for occupancy as their principal residence in accordance with this Agreement; (iv) assignments creating security interests for the purpose of financing the acquisition, construction or permanent financing of the Project or the Property in accordance with the OPA, or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest; (v) the transfer of Owner's interest to Eden Housing, Inc., a California nonprofit public benefit corporation ("Eden") or an affiliate of Eden or Owner's general partner pursuant to a right of first refusal or option provided in the partnership agreement for Owner ("Partnership Agreement"}; (vi) the admission of limited partners and any transfer of limited partnership interests in Developer in accordance with the Partnership Agreement; or (vii) the removal of Developer's general partner by the investor limited partner for a default under the Partnership Agreement, provided the replacement general partner is reasonably satisfactory to Agency and City. In addition, Agency and City shall not withhold their consent to the sale, transfer or other disposition of the Project, in whole or in part; provided that (1) the Project is and shall continue to be operated in compliance with this Agreement; (2) the transferee expressly assumes all obligations of Owner imposed by this Agreement; (3) the transferee executes all documents reasonably requested by the Agency and City with respect to the assumption of the Owner's obligations under this Agreement, and upon Agency's and City's request, delivers to the Agency and City an opinion of its counsel to the effect that such document and this Agreement are valid, binding and enforceable obligations of such transferee; and (4) either (A) the transferee has at least three years' experience in the ownership, operation and management of low-income rental housing projects of similar size to that of the Project, without any record of material violations of nondiscrimination provisions or other state or federal laws or regulations applicable to such projects, or (B) the transferee agrees to retain a property management firm with the experience and record described in subclause (A). Consent to any proposed Transfer may be given by the Agency's Executive Director unless the Executive Director, in his or her discretion, refers the matter of approval to the Agency's governing board and by the City Manager, unless the City Manager, in his or her discretion, refers the matter of approval to the City Council. The proposed Transfer shall be approved or disapproved by Agency and City in writing within thirty (30) days following Agency's and City's receipt of written request by Owner. If rejected, Agency and City representatives shall meet with Owner and the proposed transferee in good faith to discuss the reasons for the disapproval. 956619-4 13