Affordable Housing Reg Agmt APN 752812 7528112 04232020

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8.1 Restrictions on Transfer and Encumbrance. During the term of this Agreement, except as permitted pursuant to the Loan Agreement or this Agreement, Owner shall not 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, without the prior written consent of the City. 8.2 Permitted Transfers. Notwithstanding any contrary provision hereof, the prohibitions on Transfer set forth herein shall not be deemed to prevent: (i) the granting of utility easements or permits to facilitate development of the Property; (ii) the dedication of any property required pursuant to the Loan Agreement; (iii) the lease of individual residents to tenants for occupancy as their principal residence in accordance with this Agreement; (iv) assignments creating security interests for the purpose of financing the acquisition, construction or permanent financing of the Project or the Property in accordance with the Loan Agreement, or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest; (v) the transfer of Owner's interest to Eden Housing, Inc., a California nonprofit public benefit corporation ("Eden"), or an entity which is under the direct control or under common control with Eden or in which Eden is the sole member or the general partner ("Controlled Affiliate"), or Owner's general partner pursuant to a right of first refusal or option provided in the partnership agreement for Owner ("Partnership Agreement"); (vi) a Transfer to Eden Housing, Inc., a California nonprofit public benefit corporation ("Eden"), or an entity which is under the direct control or under common control with Eden or in which Eden is the sole member or the general partner ("Controlled Affiliate"), or a transfer to the general partner of a Partnership in accordance with the right of first refusal or purchase option contained in Partnership's Parntership Agreement; (vii) the admission of limited partners and any transfer of limited partnership interests in the Owner in accordance with the Partnership Agreement; (viii) a Transfer of the general partner's interest in the Owner to a Controlled Affiliate; or (ix) the removal of Owner's . general partner by the investor limited partner for a default under the Partnership Agreement, provided the replacement general partner is reasonably satisfactory to City, it being acknowledged that Bank of America, N.A., or its affiliates, is acceptable to the City as a replacement general partner. In addition, City shall not withhold their consent to the sale, transfer or other disposition of the Project, in whole or in part, 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 City with respect to the assumption of the Owner's obligations under this Agreement, and upon City's request, delivers to the 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 2890662.3 11