GROUND LEASE - RIDGE VIEW COMMONS II

6.10 Reserves. Owner shall establish and maintain operating and replacement reserves in the amounts required by Project lenders and investors. City's advance written consent, which shall not be unreasonably withheld, shall be required for withdrawals from reserves for non -routine expenses exceeding the sum of $50,000. If City does not respond within twenty (20) days of City's receipt of a reserve withdrawal request, such request shall be deemed approved. City will not withhold consent if the withdrawal has been approved by Project lenders and investors if consent by such parties is required. 7. Recordation; No Subordination. This Agreement shall be recorded in the Official Records senior in priority to all deeds of trust recorded against the Project or Owner's leasehold interest in the Property. Owner hereby represents, warrants and covenants that with the exception of easements of record, absent the written consent of City, this Agreement shall not be subordinated in priority to any lien (other than those pertaining to taxes or assessments), encumbrance, deed of trust, or other interest in the Property or the Project. If at the time this Agreement is recorded, any interest, lien, or encumbrance has been recorded against the Project in position superior to this Agreement, upon the request of City, Owner hereby covenants and agrees to promptly undertake all action necessary to clear such matter from title or to subordinate such interest to this Agreement consistent with the intent of and in accordance with this Section 7, and to provide such evidence thereof as City may reasonably request. Transfer and Encumbrance. 8.1 Restrictions on Transfer and Encumbrance. During the Term, except as permitted pursuant to the Ground Lease 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 located on the Property, without the prior written consent of the City, which approval shall not be unreasonably withheld. In addition, prior to the expiration of the Term, except as expressly permitted by this Agreement or the Ground Lease, Owner shall not undergo any significant change of ownership without the prior written approval of City. For purposes of this Agreement, a "significant change of ownership" shall mean a transfer of the beneficial interest of more than twenty-five percent (25%) in aggregate of the present ownership and /or control of Owner, taking all transfers into account on a cumulative basis; provided however, neither the admission of an investor limited partner, nor the transfer by the investor limited partner to subsequent limited partners shall be restricted by this provision. 8.2 Conditionally Permitted Transfers. Subject to Section 8.3 below, the prohibitions on Transfer set forth in this Section 8, shall not be deemed to prevent: (i) the granting of easements or permits to facilitate development of the Property; (ii) the dedication of any property required pursuant to the Ground Lease; (iii) the lease of individual dwelling 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, rehabilitation, construction, or permanent financing of the Project or the Property provided that such financing is Approved Financing (as defined in the Ground Lease), 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 of the Project and Owner's interest in the Property or a Transfer of the limited partner's 25 4879-3324-5885v3