KOTTINGER GARDENS PHASE 1 - AFFORDABLE HOUSING LOAN AGMT

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) a Transfer to a tax-exempt entity under the direct control of or under common control with MidPen Housing Corporation, a California nonprofit corporation ("MidPen"); (vi) a Transfer to a limited partnership in which a tax-exempt affiliate of MidPen is the managing general partner("Approved Partnership"); (vii)the admission of limited partners and any transfer of limited partnership interests in accordance with Owner's, or the Approved Partnership's, as applicable, agreement of limited partnership (the"Partnership Agreement"); (viii)the removal of the general partner by the investor limited partner for cause in accordance with the terms of the Partnership Agreement,provided that the replacement general partner is an entity reasonably satisfactory to City or is an affiliate of the investor limited partner that will serve as general partner for an interim period of no more than 180 days; or(ix)the transfer of the general partner's interest to a nonprofit entity that is tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended(or to an entity wholly-owned thereby),provided such replacement general partner is reasonably satisfactory to City. 8.3 Requirements for Proposed Transfers. The City may, in the exercise of its sole discretion, consent to a proposed Transfer of this Agreement,the Property,the Improvements or part thereof if all of the following requirements are met(provided however,the requirements of this Section 8.3 shall not apply to Transfers described in clauses (i), (ii), (iii), (iv), and (vii)of Section 8.2, and solely with respect to (a) the removal of the general partner by the investor limited partner for a default under the Partnership Agreement, and (b) the replacement of the general partner with an affiliate of the investor limited partner for an interim period of not more than 180 days, clause (viii)of Section 8.2: (i) The proposed transferee demonstrates to the City's satisfaction that it has the qualifications,experience and financial resources necessary and adequate as may be reasonably determined by the City to competently complete and manage the Project and to otherwise fulfill the obligations undertaken by the Owner under this Agreement. (ii) The Owner and the proposed transferee shall submit for City review and approval all instruments and other legal documents proposed to effect any Transfer of all or any part of or interest in the Property, the Improvements or this Agreement together with such documentation of the proposed transferee's qualifications and development capacity as the City may reasonably request. (iii) The proposed transferee shall expressly assume all of the rights and obligations of the Owner under this Agreement and the other City Documents arising after the effective date of the Transfer and all obligations of Owner arising prior to the effective date of the Transfer(unless Owner expressly remains responsible for such obligations) and shall agree to be subject to and assume all of Owner's obligations pursuant to the Conditions of Approval and all other conditions, and restrictions set forth in this Agreement. (iv) The Transfer shall be effectuated pursuant to a written instrument satisfactory to the City in form recordable in the Official Records. Consent to any proposed Transfer may be given by the City's Authorized Representative 19 OAK #4832-3506-8205 v4