GROUND LEASE - RIDGE VIEW COMMONS II

interest in Owner to a tax-exempt entity under the direct control of or under common control with Eden Housing Inc., a California nonprofit public benefit corporation ("Eden"); (vi) a Transfer to a limited partnership or limited liability company in which a tax-exempt affiliate of Eden is the managing general partner or managing member/sole member, as applicable; (vii) the admission of limited partners and any transfer of limited partnership interests in accordance with Owner's agreement of limited partnership (the "Partnership Agreement"); (viii) the removal of Owner's general partner by the limited partner of Owner for a default under the Partnership Agreement, provided that the replacement general partner is an entity reasonably satisfactory to City or is an affiliate of a limited partner of Owner that will serve as general partner for an interim period of no more than 180 days during which time a permanent replacement general partner reasonably satisfactory to City shall be identified and admitted; (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 a limited liability company whose sole member is a nonprofit entity that is tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, provided such replacement general partner is reasonably satisfactory to City; or (x) the transfer of the Project and Owner's interest in the Property or a Transfer of the limited partner's interest in Owner to Owner's general partner, Eden or an affiliate of Eden pursuant to an option or right of first refusal granted such parties pursuant to the Partnership Agreement. 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 Project, and Owner's interest in the Property, or part thereof if all of the requirements set forth in this Section 8.3 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 the removal of the general partner by the limited partner for a default under the Partnership Agreement and the replacement of the general partner with an affiliate of the limited partner for an interim period of not more than 180 days, clause (viii) of Section 8.2;_ provided that the provisions of this Section 8_3 shall apply to the selection of a replacement general partner after such interim period. (1) (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 rehabilitation of the Project, manage the Project and otherwise fulfill the obligations undertaken by the Owner under this Agreement. The assumption of such obligations shall be documented in an assignment and assumption agreement in form approved by City. (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 Project 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 26 4879-3324-5885v3