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shall be completed within one year thereafter or as soon as reasonably practicable, <br /> provided that insurance proceeds are available to be applied to such repairs or <br /> restoration within such period and the repair or restoration is financially feasible. During <br /> such time that lenders or low- income housing tax credit investors providing financing for <br /> the Project impose requirements that differ from the requirements of this Section the <br /> requirements of such lenders and investors shall prevail. <br /> 7. Recordation; Subordination. This Agreement shall be recorded in the Official <br /> Records of Alameda County. Owner hereby represents, warrants and covenants that <br /> with the exception of easements of record, absent the written consent of Agency, this <br /> Agreement shall not be subordinated in priority to any lien (other than those pertaining to <br /> taxes or assessments), encumbrance, or other interest in the Property or the Project. If at <br /> the time this Agreement is recorded, any interest, lien, or encumbrance has been <br /> recorded against the Project in position superior to this Agreement, upon the request of <br /> Agency, Owner hereby covenants and agrees to promptly undertake all action <br /> necessary to clear such matter from title or to subordinate such interest to this <br /> Agreement consistent with the intent of and in accordance with this Section 7, and to <br /> provide such evidence thereof as Agency may reasonably request. Notwithstanding the <br /> foregoing, the Agency agrees that pursuant to Health and Safety Code Section <br /> 33334.14(a)(4), the Agency will not withhold consent to reasonable requests for <br /> subordination of this Agreement to deeds of trust provided for the benefit of Project <br /> lenders, provided that the instruments effecting such subordination include reasonable <br /> protections to the Agency in the event of default consistent with the requirements of <br /> Health and Safety Code Section 33334.14(a)(4), including without limitation, extended <br /> notice and cure rights. <br /> 8. Transfer and Encumbrance. <br /> 8.1 Restrictions on Transfer and Encumbrance. During the term of this <br /> Agreement, Owner shall not directly or indirectly, voluntarily, involuntarily or by <br /> operation of law make or attempt any total or partial sale, transfer, conveyance, <br /> assignment or lease (collectively, "Transfer ") of the whole or any part of the Property, <br /> the Project, or the improvements located on the Property, without the prior written <br /> consent of the Agency, which approval shall not be unreasonably withheld. In addition, <br /> prior to the expiration of the term of this Agreement, except as expressly permitted by <br /> this Agreement, or the Loan Agreement, Owner shall not undergo any significant <br /> change of ownership without the prior written approval of Agency. For purposes of this <br /> Agreement, a "significant change of ownership" shall mean a transfer of the beneficial <br /> interest of more than twenty -five percent (25 %) in aggregate of the present ownership <br /> and /or control of Owner, taking all transfers into account on a cumulative basis; <br /> provided however, neither the admission of an investor limited partner, nor the transfer <br /> by the investor limited partner to subsequent limited partners shall be restricted by this <br /> provision. • <br /> 8.2 Permitted Transfers. Notwithstanding any contrary provision hereof, the <br /> 1582117.4 12 <br />