Reso 2022-063 Loan to Abode Communites for 72 Unit affordable housing dev

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the requirements of California Health and Safety Code Section 33334.14(a)(4) and including without limitation, the provisions set forth in Section 8.4 of the Loan Agreement. 8. Transfer and Encumbrance. 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; provided however, neither the admission of an investor limited partner, nor the transfer by the investor limited partner to an entity in which an affiliate is the general partner or managing member shall require City consent. 8.2 Permitted Transfers. The City shall not withhold its consent to the following Transfers: (i) the granting of utility easements or permits to facilitate development of the Property; (ii) the dedication of any property required pursuant to this Agreement; (iii) the lease of individual units 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 approved Financing Plan contained in the Loan Agreements-, or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest; and (v) a Transfer to entity which is under the direct control or under common control with Abode Communities or its affiliate or in which Abode Communities or its affiliate is the sole member or the general partner ("Controlled Affiliate"). 8.2.1 In addition, City shall not unreasonably withhold its consent to the sale, transfer or other disposition of the Project, in whole or in part, provided that: (a) The Project is and shall continue to be operated in compliance with this Agreement; (b) The transferee expressly assumes all obligations of Owner imposed by this Agreement; (c) 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 either: 5056752.1 14