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7. Recordation; No Subordination. This Agreement shall be recorded in the Official Records of Alameda County. Developer hereby represents, warrants and covenants that with the exception of the Agency Documents (as defined in the DDA) and easements of record, absent the written consent of 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, Developer 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. Transfer and Encumbrance. 8.1 Restrictions on Transfer and Encumbrance. Prior to the expiration of the term of this Agreement, Developer shall not, except as expressly permitted by the DDA or the Ground Lease, 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 or this Agreement without the prior written approval of the Agency which the Agency may withhold in its sole and absolute discretion. In addition to the foregoing, prior to the expiration of the term of this Agreement, except as expressly permitted by the DDA or the Ground Lease, Developer shall not undergo any significant change of ownership without the prior written approval of Agency. For purposes of this Agreement, a "significant change of ownership" shall mean a transfer of the beneficial interest of more than twenty-five percent (25%) in aggregate of the present ownership and /or control of Developer, taking all transfers into account on a cumulative basis. 8.2 Encumbrances. Developer agrees to use best efforts to ensure that any deed of trust secured by the Project for the benefit of a lender other than Agency ("Third-Party Lender") shall contain each of the following provisions: (i) Third-Party Lender shall use its best efforts to provide to Agency a copy of any notice of default issued to Developer concurrently with provision of such notice to Developer (provided however, the failure to do so shall not impair such Third-Party Lender's rights and remedies); (ii) Agency shall have the reasonable right, but not the obligation, to cure any default by Developer within the same period of time provided to Developer for such cure; (iii) provided that Agency has cured any default under Third-Party Lender's deed of trust and other loan documents, Agency shall have the right to foreclose Agency's Deed of Trust and take title to the Project without acceleration of Third-Party Lender's debt; and (iv) Agency shall have the right to transfer the Project without acceleration of Third-Party Lender's debt to a nonprofit corporation or other entity which shall own and operate the Project as an affordable rental housing Project, subject to the prior written consent of the Third-Party Lender. Developer agrees to provide to Agency a copy of any notice of default Developer receives from any Third-Party Lender within three (3) business days following Developer's receipt thereof. 8.3 Mortgagee Protection. No violation of any provision contained herein shall defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value upon 806740-6 1