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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 recorded <br />against the Project in position superior to this Agreement, upon the request of City, <br />Owner hereby covenants and agrees to promptly undertake all action necessary to clear <br />such matter from title or to subordinate such interest to this Agreement consistent with <br />the intent of and in accordance with this Section 7, and to provide such evidence thereof <br />as City may reasonably request. Notwithstanding the forgoing, the City acknowledges <br />that Owner's construction and permanent lender(s) may require the subordination of this <br />Agreement, and the City shall subordinate this Agreement to deeds of trust or other <br />security instruments approved by the City pursuant to a written instrument conforming to <br />the requirements of California Health and Safety Code Section 33334.14(a)(4) and <br />including without limitation, the provisions set forth in Section 8.4 of the Loan <br />Agreement. <br />8. Transfer and Encumbrance. <br />8.1 Restrictions on Transfer and Encumbrance. During the term of this Agreement, <br />except as permitted pursuant to the Loan Agreement or this Agreement, Owner shall <br />not directly or indirectly, voluntarily, involuntarily or by operation of law make or <br />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 <br />the Improvements, without the prior written consent of the City; provided <br />however, neither the admission of an investor limited partner, nor the transfer by <br />the investor limited partner to an entity in which an affiliate is the general partner <br />or managing member shall require City consent. <br />8.2 Permitted Transfers. The City shall not withhold its consent to the following <br />Transfers: (i) the granting of utility easements or permits to facilitate development <br />of the Property; (ii) the dedication of any property required pursuant to this <br />Agreement; (iii) the lease of individual units to tenants for occupancy as their <br />principal residence in accordance with this Agreement; (iv) assignments creating <br />security interests for the purpose of financing the acquisition, construction or <br />permanent financing of the Project or the Property in accordance with the <br />approved Financing Plan contained in the Loan Agreements., or Transfers directly <br />resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, <br />such a security interest; and (v) a Transfer to entity which is under the direct <br />control or under common control with Abode Communities or its affiliate or in <br />which Abode Communities or its affiliate is the sole member or the general <br />partner ("Controlled Affiliate"). <br />8.2.1 In addition, City shall not unreasonably withhold its consent to the sale, <br />transfer or other disposition of the Project, in whole or in part, provided <br />that: <br />(a) The Project is and shall continue to be operated in compliance with <br />this Agreement; <br />14 <br />