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2890662.3 45 <br />Agreement is recorded, any interest, lien, or encumbrance has been recorded against <br />the Project in position superior to this Agreement, upon the request of City, Owner <br />hereby covenants and agrees to promptly undertake all action necessary to clear such <br />matter from title or to subordinate such interest to this Agreement consistent with the <br />intent of and in accordance with this Section 7, and to provide such evidence thereof as <br />City may reasonably request. City agree that this Agreement may be subordinated to a <br />first deed of trust securing Project construction financing and a first deed of trust <br />securing permanent financing for the Project pursuant to subordination agreements that <br />provide the City with reasonably adequate notice and cure rights and protections <br />consistent with the requirements of California Health and Safety Code Section <br />33334.14(a)(4). <br />8. Transfer and Encumbrance. <br />8.1 Restrictions on Transfer and Encumbrance. During the term of this <br />Agreement, except as permitted pursuant to the Loan Agreement or this Agreement, <br />Owner shall not directly or indirectly, voluntarily, involuntarily or by operation of law <br />make or attempt any total or partial sale, transfer, conveyance, assignment or lease <br />(collectively, “Transfer”) of the whole or any part of the Property, the Project, or the <br />Improvements,without the prior written consent of the City. <br />8.2 Permitted Transfers. Notwithstanding any contrary provision hereof, the <br />prohibitions on Transfer set forth herein shall not be deemed to prevent: (i) the <br />granting of temporary easements or permits to facilitate development of the Property; (ii) <br />the dedication of any property required pursuant to the Loan Agreement; (iii) the lease <br />of individual residents to tenants for occupancy as their principal residence in <br />accordance with this Agreement; (iv) assignments creating security interests for the <br />purpose of financing the acquisition, construction or permanent financing of the Project <br />or the Property in accordance with the Loan Agreement, or Transfers directly resulting <br />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 />nonprofit public benefit corporation (“Eden”), or an entity which is under the direct <br />control or under common control with Eden or in which Eden is the sole member or the <br />general partner (“Controlled Affiliate”), is the general partner (the “Partnership”); (vi) the <br />transfer of Owner’s interest to Eden or a Controlled Affiliate, or Partnership’s general <br />partner pursuant to a right of first refusal or option provided in the partnership <br />agreement for Owner (“Partnership Agreement”); (vii) the admission of limited partners <br />and any transfer of limited partnership interests in the Partnership in accordance with <br />the Partnership Agreement; (viii) a Transfer of the general partner’s interest in the <br />Partnership to a Controlled Affiliate; or (ix) the removal of Developer’s general partner <br />by the investor limited partner for a default under the Partnership Agreement, provided <br />the replacement general partner is reasonably satisfactory to City. <br />In addition, City shall not withhold their consent to the sale, transfer or other <br />disposition of the Project, in whole or in part, provided that (1) the Project is and shall <br />continue to be operated in compliance with this Agreement; (2) the transferee expressly <br />67