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and (iii) 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 reasonable request of Agency and City, delivers to the Agency and City an opinion of transferee's counsel to the effect that this Agreement is the valid, binding and enforceable obligation of such transferee. For purposes hereof, an "Affiliate" shall mean an entity that controls, is controlled by, or is under common control with Owner, and "control" means the ownership of fifty percent (50%) or more of the ownership interests in an entity, or in the case of anot-for-profit entity, the right to appoint fifty percent (50%) or more of such entity's board of directors. In addition, Agency and City shall not withhold consent to the sale, transfer or other disposition of the Project, 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 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). In the event a general partner of Owner is removed by the limited partner thereof for cause following default under the partnership agreement, the Agency and City hereby approve the transfer of the general partner interest to another party that is selected by the limited partner and approved by Project lender(s); provided that (i) following such transfer, the Project shall continue to be operated in compliance with this Agreement, and (ii) such party meets the requirements of clause (4) of the preceding paragraph. 8.3 Encumbrances. Owner agrees to use best efforts to ensure that any deed of trust secured by the Project for the benefit of a lender other than City or Agency ("Third-Party Lender") shall contain each of the following provisions: (i) Third-Party Lender shall use its best efforts to provide to Agency and City a copy of any notice of default issued to Owner concurrently with provision of such notice to Owner (provided however, the failure to do so shall not impair such Third-Party Lender's rights and remedies); (ii) City and Agency shall have the reasonable right, but not the obligation, to cure any default by Owner within the same period of time provided to Owner for such cure; (iii) provided that City or Agency has cured any default under Third-Party Lender's deed of trust and other loan documents, City and Agency shall have the right to foreclose Agency's Deed of Trust and City's Deed of Trust and take title to the Project without acceleration of Third-Party Lender's debt; and (iv) Agency and City 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. Owner agrees to AMENDED AND RESTATED REGULATORY AGREEMENT 14 MISSION BELL APARTMENTS 1227466-8