KOTTINGER GARDENS PHASE 1 GROUND LEASE - MAR 2016

fact that the same person may acquire, own or hold, directly or indirectly, (a)this Lease. Lessee's Estate created hereunder or any interest in this Lease or the Improvements, and (b) a fee interest in the Land or the Improvements, unless and until the Lessor, all Lenders with an Approved Loan and all persons. including any assignee of Lessor, having an interest in (i) this Lease or Lessee's Estate created hereunder, and (ii) the fee estate in the Leased Premises or any part thereof, shall join in a written instrument effecting such merger and shall duly record the same. ARTICLE 16. TRANSFERS Section 16.1 Permitted Transfer by Lessee. (a) Except as provided in this Article 16. Lessee shall have no right to Transfer, assign or sublease any legal or beneficial interest in Lessee's Estate hereunder without Lessor's prior written consent, which shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing. by its execution of this Lease, Lessor is deemed to have consented to the following ("Permitted Transfers"): (I) Permitted Encumbrances. Approved Loans and Leasehold Mortgages; (2) a conveyance of the leasehold interest in the Lessee's Estate resulting from the foreclosure of a Leasehold Mortgage (or an assignment, new lease or deed-in- lieu of such a foreclosure) and the transfer by such person to a third party subject to the provisions of paragraph (8) of Section 8.2(a); (3) any transfer of equity in the Lessee that does not change management or operational control of Lessee or the Project other than to permit the admittance of an affiliate of MidPen Housing Corporation, a California nonprofit public benefit corporation, as the managing general partner of Lessee; (4) the lease of the residential units consistent with the Tax Credit Restrictive Covenant and the Regulatory Agreement; (5) the transfer of limited partnership interests in Lessee; (6) in the event that any general partner of Lessee is removed by the Investor for cause following default under Lessee's partnership agreement, the transfer of the general partner interest to an affiliate of the Investor for an interim period of not more than 180 days or to a 50l(c)(3) tax-exempt nonprofit corporation selected by the Investor and approved by Lessor, in its reasonable discretion, provided that the successor nonprofit corporation has experience, assets and access to capital and private funding sufficient to construct (if the Project has not been fully constructed) and operate the Project in accordance with this Lease; and (7) the transfer of the Project from Lessee to one of the general partners of the Lessee or an affiliate of the general partners of the Lessee at the end of the tax credit compliance period for the Project. 43 191\52\1656915.8 OAK#4834-9609-1684 v11