BLP PARTNERSHIP LAND DISPOSITION

The Developer further recognizes that it is because of such qualifications and identity that the City is entering into this Agreement with the Developer and that Transfers are permitted only as provided in this Agreement. Section 7.3 Prohibited Transfers. The limitations on Transfers set forth in this Section shall apply throughout the Term. Except as expressly permitted in this Agreement,the Developer represents and agrees that the Developer has not made or created, and will not make or create or suffer to be made or created, any Transfer, either voluntarily or by operation of law without the prior written approval of the City. Any Transfer made in contravention of this Section shall be void and shall be deemed to be a default under this Agreement whether or not the Developer knew of or participated in such Transfer. Section 7.4 Permitted Transfers. Notwithstanding the provisions of Section 7.3, the following Transfers shall be permitted and are hereby approved by the City subject to satisfaction of the requirements of Section 7.5: (a) Any Transfer creating a Security Financing Interest permitted pursuant to the approved Financing Plan; (b) Any Transfer directly resulting from the foreclosure of a Security Financing Interest or the granting of a deed in lieu of foreclosure of a Security Financing Interest or as otherwise permitted under Article 9; (c) Any Transfer to a nonprofit public benefit corporation recognized by the Internal Revenue Service to be an exempt organization pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, and controlled by BRIDGE Housing Corporation or Lytton Gardens Senior Communities, or both of them; (d) Any Transfer to a limited liability company or limited partnership, the managing member or partner of which is BRIDGE Housing Corporation, Lytton Gardens Senior Communities, or a nonprofit public benefit corporation controlled by BRIDGE Housing Corporation, and/or Lytton Gardens Senior Communities or any combination thereof. Section 7.5 Effectuation of Certain Permitted Transfers. No Transfer of this Agreement permitted pursuant to Section 7.4 (other than a Transfer pursuant to a Security Financing Interest under Article 9), shall be effective unless, at the time of the Transfer,the person or entity to which such Transfer is made,by an instrument in writing reasonably satisfactory to the City and in form recordable among the land records, shall expressly assume the obligations of the Developer under this Agreement and agree to be subject to the conditions and restrictions to which the Developer is subject arising during this Agreement, to the fullest extent that such obligations are applicable to the particular portion of or interest in the Development conveyed in such Transfer. Anything to the contrary notwithstanding, the holder of a Security Financing Interest whose interest shall have been 144\105\105296.4 11