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2890662.3 17 <br />permit any such practice or practices of discrimination or segregation with reference to the <br />selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or <br />vendees in, of, or for the Property or part thereof. Developer shall include such provision in all <br />deeds, leases, contracts and other instruments executed by Developer, and shall enforce the same <br />diligently and in good faith. <br />ARTICLE VII <br />LIMITATIONS ON CHANGE IN OWNERSHIP, MANAGEMENT <br />AND CONTROL OF DEVELOPER <br />7.1 Change Pursuant to this Agreement. Developer and its principals have <br />represented that they possess the necessary expertise, skill and ability to carry out the <br />development of the Project on the Property pursuant to this Agreement. The qualifications, <br />experience, financial capacity and expertise of Developer and its principals are of particular <br />concern to the City. It is because of these qualifications, experience, financial capacity and <br />expertise that the City has entered into this Agreement with Developer. No voluntary or <br />involuntary successor, assignee or transferee of Developer shall acquire any rights or powers <br />under this Agreement, except as expressly provided herein. <br />7.2 Prohibition on Transfer. Prior to the expiration of the term of the Regulatory <br />Agreement, Developer shall not, except as expressly permitted by this Agreement, directly or <br />indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial <br />sale, transfer, conveyance, assignment or lease (collectively, “Transfer”) of the whole or any <br />part of the Property, the Project, the Improvements, or this Agreement, without the prior written <br />approval of City. Any such attempt to assign this Agreement without the City’s consent shall be <br />null and void and shall confer no rights or privileges upon the purported assignee. In addition to <br />the foregoing, prior to the expiration of the term of the Regulatory Agreement, except as <br />expressly permitted by this Agreement, Developer shall not undergo any significant change of <br />ownership without the prior written approval of City. For purposes of this Agreement, a <br />“significant change of ownership” shall mean a transfer of the beneficial interest of more than <br />twenty-five percent (25%) in aggregate of the present ownership and /or control of Developer, <br />taking all transfers into account on a cumulative basis; provided however, neither the admission <br />of an investor limited partner(s), nor the transfer by the investor limited partner(s) to subsequent <br />limited partner(s) shall be restricted by this provision. <br />7.3 Permitted Transfers. Notwithstanding any contrary provision hereof, the <br />prohibitions set forth in this Article shall not be deemed to prevent: (i) the granting of <br />temporary easements or permits to facilitate development of the Property; (ii) the dedication of <br />any property required pursuant to this Agreement; (iii) the lease of individual residences to <br />tenants for occupancy as their principal residence in accordance with the Regulatory Agreement; <br />(iv) assignments creating security interests for the purpose of financing the acquisition, <br />construction or permanent financing of the Project or the Property in accordance with the <br />approved Financing Plan and subject to the requirements of Article VIII, or Transfers directly <br />resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security <br />interest; (v) a transfer to a limited partnership in which Eden Housing, Inc., a California <br />39