Common use of Assignment; Subletting; Transfers Clause in Contracts

Assignment; Subletting; Transfers. (a) Tenant acknowledges that the FCRHA has examined and relied on (i) the creditworthiness and experience of Tenant, and (ii) Tenant’s or its Affiliate’s (if applicable) management and operation of properties such as the Project, in agreeing to lease the Premises to Tenant pursuant to the terms and conditions of this Lease. Except as otherwise specifically provided in this Section 10.01: (i) neither this Lease nor any interest of Tenant in this Lease, shall be sold, assigned, or otherwise transferred, whether by operation of law or otherwise; (ii) Tenant shall not sublet, license or otherwise permit the use or occupancy of all or any portion of the Premises (except in connection with (A) a Residential Lease or other leases typically entered into in connection with ancillary or incidental uses typically found in residential apartment projects or (B) any easements to which the FCRHA grants its prior written consent); and (iii) Nor shall any of the: (A) general or limited partnership interests of Tenant (if Tenant is a partnership), or (B) membership interests of Tenant (if Tenant is a limited liability company), or (C) issued or outstanding capital stock of Tenant (if Tenant is a corporation) be (voluntarily or involuntarily) sold, assigned, transferred, pledged or encumbered, whether by operation of law or otherwise, nor shall any voting trust or similar agreement be entered into with respect to such stock, nor any reclassification or modification of the terms of such stock take place, nor shall there be any merger or consolidation of such corporation into or with another corporation nor shall additional stock (or any warrants, options or debt securities convertible, directly or indirectly, into such stock) in any such corporation be issued if the issuance of such additional stock (or such other securities, when exercised or converted into stock), will result in a change of the controlling stock ownership of such corporation as held by the shareholders thereof as of the Commencement Date, provided however, Tenant may transfer such partnership interests, membership interests or capital stock (as applicable) (X) so long as Control of Tenant does not change (i.e., the possession of power to direct or cause the direction of the management and policy of Tenant remains the same as prior to such transfer of interests or capital stock) or (Y) in accordance with Section 38.02 below (if change of Control of Tenant would occur); and such transfer made in accordance with this proviso shall not constitute a Transfer. Each of the foregoing transactions referenced in (i) through (iii) above are hereinafter referred to as a “Transfer”. Additionally, each of the Transfers referenced after the provided however clause of Section 10.01(a)(iii) above are hereinafter referred to as a “Permitted Transfer of Interest.” (b) Tenant may not make any Transfer prior to or within the first five (5) years after Final Completion. After the five (5) year anniversary of the Final Completion, Tenant may not make a Transfer, except upon the prior written approval of the FCRHA, which the FCRHA may grant or withhold in its sole and absolute discretion (subject to Section 10.01(e) below), provided however, that the FCRHA’s consent will not be unreasonably withheld, conditioned or delayed so long as (i) no Event of Default shall have occurred and then be continuing hereunder (or such Event of Default is cured simultaneously with such Transfer), and

Assignment; Subletting; Transfers. (a) Tenant acknowledges that the FCRHA Landlord has examined and relied on on (i) the creditworthiness and experience of Tenant, and (ii) Tenant’s or its Affiliate’s Affiliates’ (if applicable) management and operation of properties such as the Project, in agreeing to lease the Premises to Tenant pursuant to the terms and conditions of this Lease. Except as otherwise specifically provided in this Section 10.01: (i) neither this Lease nor any interest of Tenant in this Lease, shall will be sold, assigned, or otherwise transferred, whether by operation of law or otherwise; (ii) Tenant shall will not sublet, license or otherwise permit the use or occupancy of sublet all or any portion of the Premises (except in connection with (A) a Residential Lease or other leases subleases typically entered into in connection with ancillary or incidental uses typically found in residential apartment projects or (B) any easements to which the FCRHA grants its prior written consentaffordable multifamily projects); and; (iii) Nor shall nor will any of the: (A) general or limited partnership interests of Tenant (if Tenant is a partnership), or (B) membership interests of Tenant (if Tenant is a limited liability company), or (C) issued or outstanding capital stock of Tenant (if Tenant is a corporation) ); be (voluntarily or involuntarily) sold, assigned, transferred, pledged or encumbered, whether by operation of law or otherwise, nor shall will any voting trust or similar agreement be entered into with respect to such stock, nor any reclassification or modification of the terms of such stock take place, nor shall will there be any merger or consolidation of such corporation into or with another corporation nor shall will additional stock (or any warrants, options or debt securities convertible, directly or indirectly, into such stock) in any such corporation be issued if the issuance of such additional stock (or such other securities, when exercised or converted into stock), will result in a change of the controlling stock ownership of such corporation as held by the shareholders thereof as of the Commencement Date, provided however, Tenant may transfer such partnership interests, membership interests or capital stock (as applicable) (X) ), so long as Control of Tenant does not change (i.e., i.e. the possession of power to direct or cause the direction of the management and policy of Tenant remains the same as prior to such transfer of interests or capital stock) or (Y) in accordance with Section 38.02 below (if change of Control of Tenant would occur); and such transfer made in accordance with this proviso shall will not constitute a Transfer. Each of the foregoing transactions referenced in (i) through (iii) above are hereinafter referred to as a “Transfer”. Additionally, each of the Transfers referenced after the provided however clause of Section 10.01(a)(iii) above are hereinafter referred to as a “Permitted Transfer of Interest.” (b) Tenant may not make any Transfer prior to or within the first five (5) years after Final Completion. After the five (5) year anniversary of the Final Completion, Tenant may not make a Transfer, except upon the prior written approval of the FCRHALandlord, which the FCRHA Landlord may grant or withhold in its sole and absolute discretion (subject to Section 10.01(e) below), provided however, that the FCRHAXxxxxxxx’s consent will not be unreasonably withheld, conditioned or delayed so long as (i) no Event of Default shall will have occurred and then be continuing hereunder (or such Event of Default is cured simultaneously with such Transfer), andand (ii) Tenant will have otherwise complied with the provisions of this Article 10. (c) Tenant may not make a Transfer to any Person, in which, an ownership interest, in the aggregate, of five percent or greater is then held, directly or indirectly (other than as a result of ownership of publicly traded securities), by any individual (i) who has ever been convicted of a felony, (ii) against whom any action or proceeding is pending to enforce rights of the Commonwealth of Virginia, the County of Fairfax, Virginia or any agency, department, political subdivision (including without limitation, the Fairfax County Redevelopment and Housing Authority), public authority or public benefit corporation of either, or (iii) with respect to whom any notice of substantial monetary default which remains uncured has been given by the Commonwealth of Virginia, the County of Fairfax, Virginia or any agency, department, public authority or any public benefit corporation of either. (d) In each instance when Tenant desires to effect a Transfer, and as a condition to the effectiveness thereof, Tenant will, prior to the effective date of such transaction, notify Landlord of the proposed transaction and submit to Landlord the following documents and information (which documents may be unexecuted but will, in all other respects, be in substantially final form) and such other information and documents Landlord may reasonably require: (i) a copy of the proposed instrument(s) of assignment or sublease of the Premises or assignment of ownership interests in Tenant containing, inter alia, the name, address, and telephone number of the assignee; (ii) a copy of the proposed instrument(s) of assumption of Tenant’s obligations under this Lease by said assignee (which need not be in a separate document from the instrument of assignment); (iii) a certificate of the assignee or subtenant (or an authorized officer, general partner or managing member thereof), setting forth (x) in the case of a partnership or limited liability company, the names and addresses of all partners (general and limited (if applicable)) or members thereof of the assignee having a five percent or greater ownership interest in the assignee,

Assignment; Subletting; Transfers. The following provisions shall apply to any assignment, subletting or other transfer by Tenant or any subtenant or assignee or other successor in interest of the original Tenant (acollectively referred to in this Section 15. as “Tenant”): A. Tenant shall not do any of the following (collectively referred to herein as a “Transfer”), whether voluntarily, involuntarily or by operation of law [UNREADABLE] allow it to be sublet, or occupied or used by any person or entity other than Tenant for compensation; (ii) assign its interest in this Lease; (iii) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner; or (iv) materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord. Any Transfer so approved by Landlord shall not be effective until Tenant acknowledges that has delivered to Landlord an executed counterpart of the FCRHA has examined document evidencing the Transfer which (i) is in a form reasonably approved by Landlord, (ii) contains the same other terms and relied onconditions as contained herein and as stated in Tenant’s notice given to Landlord pursuant to Section 15.B., and (iii) in the case of an assignment of the Lease, contains the agreement of the proposed transferee to assume all obligations of the Tenant under this Lease arising after the effective date of such Transfer and to remain jointly and severally liable therefor with Tenant. All terms of the proposed transfer shall be consistent with the above. Any attempted Transfer without Landlord’s consent shall constitute an event of Tenant’s default hereunder and shall be voidable at Landlord’s option. Landlord’s consent to any one Transfer shall not constitute a waiver of any provisions hereof as to any subsequent Transfer, nor consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent or performance by Landlord from any person or entity shall not be deemed to be a waiver by Landlord of any provision of this Lease nor be a consent to any Transfer. B. At least thirty (30) days before a proposed Transfer is to become effective, Tenant shall give Landlord written notice of the proposed terms of such Transfer and request Landlord’s approval, which notice shall include the following: (i) the creditworthiness name and experience legal composition of the proposed transferee; (ii) a current financial statement of the Tenant and the transferee, financial statements of the transferee covering the preceding three years if the same exist, and (if available) an audited financial statement of the transferee fora period ending not more than one year prior to the proposed effective date of the Transfer, all of which statements are prepared in accordance with generally accepted accounting principles; (iii) the nature of the proposed transferee’s business to be carried on in the Premises; (iv) all consideration to be given or received on account of the Transfer; and (v) the date and terms of the proposed transfer. Tenant shall also provide to Landlord such other information as may be reasonably requested by Landlord within seven (7) days after Landlord’s receipt of such notice from Tenant. Landlord shall respond in writing to Tenant’s request for Landlord’s consent to a Transfer within fifteen (15) days after receipt of Tenant’s request together with said required accompanying documentation and such other information requested by Landlord. If Landlord fails to respond in writing within said fifteen (15) day period, Landlord will be deemed to have withheld consent to such Transfer. Tenant shall immediately notify Landlord of any material modification to the proposed terms of such Transfer. C. If Landlord consents in writing to a Transfer as above proposed by Tenant, Tenant may then enter into such Transfer, and if Tenant does so, the following shall apply: (1) Tenant shall not be released from its liability for all of its obligations under the Lease. (2) If Tenant assigns its interest in this Lease, then Tenant shall pay to Landlord (in addition to all rent and other sums otherwise payable under this Lease) one-half (1/2) of all Subrent (as defined in Section 15.C.(5)) received by Tenant over and above (i) the rent and other sums payable under assignee’s agreement to assume the obligations of Tenant under this Lease, and (ii) all Permitted Transfer Costs related to such assignment. In the case of assignment, the amount of Subrent owed to Landlord shall be paid to Landlord on the same basis, whether periodic or in lump sum, that such Subrent is paid to Tenant by the assignee. In calculating Landlord’s share of any periodic payments, all Permitted Transfer Costs shall be first recovered by Tenant. (3) If Tenant sublets any part of the Premises, then with respect to the space so subleased, Tenant shall pay to Landlord (in addition to all rent and other sums payable under this Lease) one-half (1/2) of the positive difference, if any, between (i) all Subrent paid by the subtenant to Tenant, less (ii) the sum of all Basic Rent and Additional Rent allocable to the space sublet and all Permitted Transfer Costs related to such sublease. Such amount shall be paid to Landlord on the same basis, whether periodic or in lump sum, that such Subrent is paid to Tenant by its subtenant. In calculating Landlord’s share of any periodic payments, all Permitted Transfer Costs shall be first recovered by Tenant. (4) Tenant’s obligations under this Section 15.C. shall survive any Transfer, and Tenant’s failure to perform its obligations hereunder shall be an event of Tenant’s default hereunder. At the time Tenant makes any payment to Landlord required by this Section 15.C., Tenant shall deliver an itemized statement of the method by which the amount to which Landlord is entitled was calculated, certified by Tenant as true and correct. Landlord shall have the right at reasonable intervals to inspect Tenant’s books and records relating to the payments due hereunder. Upon request therefor, Tenant shall Initials /s/ IH Initials /s/ JMJ deliver to Landlord copies of all bills, invoices or other documents upon which its Affiliate’s (if applicable) management calculations are based. Landlord may condition its approval of any Transfer upon obtaining a certification from both Tenant and operation the proposed transferee of properties such as the Project, in agreeing all Subrent and other amounts that are to lease the Premises be paid to Tenant pursuant to the terms and conditions of this Lease. Except as otherwise specifically provided in connection with such Transfer. (5) As used in this Section 10.01: 15, the term “Subrent” shall mean any consideration of any kind received, or to be received, by Tenant as a result of the Transfer, if such sums are related to Tenant’s interest in this Lease or in the Premises, including without limitation payments from or on behalf of the transferee (in excess of the book value thereof) for Tenant’s assets, fixtures, leasehold improvements, inventory, accounts, goodwill, equipment, furniture, and general intangibles. As used in this Section 15, the term “Permitted Transfer Costs” shall mean (i) neither this Lease nor any interest of all reasonable standard leasing commissions paid to third parties not affiliated with Tenant in this Leaseorder to obtain the Transfer in question, shall be sold, assigned, or otherwise transferred, whether by operation of law or otherwise; (ii) all reasonable attorneys’ fees incurred by Tenant shall not subletwith respect to the Transfer in question, license or otherwise permit and (iii) the use or occupancy cost of all or any portion of repairs, replacements, alterations and additions made by Tenant to the Premises (except in connection with (A) a Residential Lease or other leases typically entered into in connection with ancillary or incidental uses typically found in residential apartment projects or (B) any easements to which the FCRHA grants its prior written consent); and (iii) Nor shall any of the: (A) general or limited partnership interests of Tenant (if Tenant is a partnership), or (B) membership interests of Tenant (if Tenant is a limited liability company), or (C) issued or outstanding capital stock of Tenant (if Tenant is a corporation) be (voluntarily or involuntarily) sold, assigned, transferred, pledged or encumbered, whether by operation of law or otherwise, nor shall any voting trust or similar agreement be entered into with respect to such stock, nor any reclassification or modification of the terms of such stock take place, nor shall there be any merger or consolidation of such corporation into or with another corporation nor shall additional stock (or any warrants, options or debt securities convertible, directly or indirectly, into such stock) in any such corporation be issued if the issuance of such additional stock (or such other securities, when exercised or converted into stock), will result in a change of the controlling stock ownership of such corporation as held by the shareholders thereof as of the Commencement Date, provided however, Tenant may transfer such partnership interests, membership interests or capital stock (as applicable) (X) so long as Control of Tenant does not change (i.e., the possession of power to direct or cause the direction of the management and policy of Tenant remains the same as prior to such transfer of interests or capital stock) or (Y) in accordance with Section 38.02 below (if change of Control of Tenant would occur); and such transfer made in accordance with this proviso shall not constitute a Transfer. Each of the foregoing transactions referenced in (i) through (iii) above are hereinafter referred to as a “Transfer”. Additionally, each of the Transfers referenced after the provided however clause of Section 10.01(a)(iii) above are hereinafter referred to as a “Permitted Transfer of Interest.” (b) Tenant may not make any Transfer prior to or within the first five (5) years after Final Completion. After the five (5) year anniversary of the Final Completion, Tenant may not make a Transfer, except upon the prior written approval of the FCRHA, which the FCRHA may grant or withhold in its sole and absolute discretion (subject to Section 10.01(e) below), provided however, that the FCRHA’s consent will not be unreasonably withheld, conditioned or delayed so long as (i) no Event of Default shall have occurred and then be continuing hereunder (or such Event of Default is cured simultaneously with such Transfer), and

Assignment; Subletting; Transfers. (a) Tenant acknowledges that the FCRHA Landlord has examined and relied on (i) on the creditworthiness and experience of TenantTenant or its Affiliates, and (ii) Tenant’s or its Affiliate’s (if applicable) management and operation of properties such as the Project, in agreeing to lease the Premises to Tenant pursuant to the terms and conditions of this Lease. Except as otherwise specifically provided in this Section 10.01Article 10: (i) neither this Lease nor any interest of Tenant in this Lease, shall be sold, assigned, or otherwise transferred, whether by operation of law or otherwise; (ii) Tenant shall not sublet, license or otherwise permit the use or occupancy of sublet all or any portion of the Premises (except in connection with (A) a Residential Lease Lease, the Public Use Improvements, or other leases typically entered into in connection with ancillary or incidental uses typically found in residential apartment projects or (B) any easements to which the FCRHA grants its prior written consent); andprojects; (iii) Nor nor shall any of the: (A) general or limited partnership interests of Tenant (if Tenant is a partnership), or (B) membership interests of Tenant (if Tenant is a limited liability company), or (C) issued or outstanding capital stock of Tenant (if Tenant is a corporation) ); be (voluntarily or involuntarily) sold, assigned, transferred, pledged or encumbered, whether by operation of law or otherwise, nor shall any voting trust or similar agreement be entered into with respect to such stock, nor any reclassification or modification of the terms of such stock take place, nor shall there be any merger or consolidation of such corporation into or with another corporation nor shall additional stock (or any warrants, options or debt securities convertible, directly or indirectly, into such stock) in any such corporation be issued if the issuance of such additional stock (or such other securities, when exercised or converted into stock), will result in a change of the controlling stock ownership of such corporation as held by the shareholders thereof as of the Commencement Date, provided however, Tenant may transfer such partnership interests, membership interests or capital stock (as applicable) (X) in accordance with Article 38 below, so long as Control of Tenant does not change (i.e., the possession of power to direct or cause the direction of the management and policy of Tenant remains the same as prior to such transfer of interests or capital stock) or (Y) in accordance with Section 38.02 below (if change of Control of Tenant would occur); and such transfer made in accordance with this proviso shall not constitute a Transfer. Each of the foregoing transactions referenced in (i) through (iii) above are hereinafter referred to as a “Transfer”. Additionally, each of the Transfers referenced after the provided however clause of Section 10.01(a)(iii) above are hereinafter referred to as a “Permitted Transfer of Interest.” (b) Tenant may not make any Transfer prior to or within the first five (5) years after Final Completion. After the five (5) year anniversary of the Final Completion, Tenant may not make a Transfer, except upon the prior written approval of the FCRHALandlord, which the FCRHA Landlord may grant or withhold in its sole and absolute discretion (subject to Section 10.01(e) below), provided however, that the FCRHAXxxxxxxx’s consent will not be unreasonably withheld, conditioned or delayed so long as (i) no Event of Default shall have occurred and then be continuing hereunder (or such Event of Default is cured simultaneously with such Transfer), and Tenant shall have otherwise complied with the provisions of this Article 10. (c) Tenant may not make a Transfer to any Person, in which, an ownership interest, in the aggregate, of five percent (5%) or greater is then held, directly or indirectly (other than as a result of ownership of publicly traded securities), by any individual (i) who has ever been convicted of a felony, (ii) against whom any action or proceeding is pending to enforce rights of the Commonwealth of Virginia or the County of Fairfax, Virginia or any agency, department, public authority or public benefit corporation of either, or (iii) with respect to whom any notice of substantial monetary default which remains uncured has been given by the Commonwealth of Virginia, the County of Fairfax, Virginia or any agency, department, public authority or any public benefit corporation of either. (d) In each instance wherein Tenant desires to effect a Transfer, and as a condition to the effectiveness thereof, Tenant shall, prior to the effective date of such transaction, notify Landlord of the proposed transaction and submit to Landlord the following documents and information (which documents may be unexecuted but shall, in all other respects, be in substantially final form) and such other information and documents Landlord may reasonably require: (i) a copy of the proposed instrument(s) of assignment or sublease of the Premises or assignment of ownership interests in Tenant containing, inter alia, the name, address and telephone number of the assignee; (ii) a copy of the proposed instrument(s) of assumption of Tenant’s obligations under this Lease by said assignee (which need not be in a separate document from the instrument of assignment); (iii) a certificate of the assignee or subtenant (or an authorized officer, general partner or managing member thereof), setting forth (x) in the case of a partnership or limited liability company, the names and addresses of all partners (general and limited (if applicable)) or members thereof of the assignee having a five percent (5%) or greater ownership interest in the assignee, (y) in the case of a corporation, the names and addresses of all persons having five percent (5%) or greater record ownership of stock in the assignee, and all directors and officers of the assignee; provided however, that in the case of an entity whose equity interests are publicly traded the names of the holders of publicly traded securities need not be disclosed; and (iv) any such other documents and information as Landlord may reasonably request to permit Landlord to evaluate whether the proposed transferee or sublessee meets the criteria set forth in Section 10.01(e). Landlord shall within twenty (20) Business Days after receipt of the foregoing, notify Tenant whether it grants its consent to such Transfer. In the event that Landlord denies its consent to such transaction or determines that the information provided in the applicable certificate is insufficient to determine whether or not Landlord’s consent may not be unreasonably withheld, conditioned or delayed, then Landlord shall notify Tenant in writing specifying the reasons for such denial or determination. If Landlord shall not have notified Tenant of such denial or determination within such period, it shall be deemed to have consented to the proposed transaction and to have determined that the documents and the information submitted establish compliance with the applicable provisions of this Section 10.01. Tenant agrees to bear and shall pay or reimburse Landlord on demand for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Landlord in connection with the review, approval and documentation of any Transfer under this Article 10. If Landlord has consented (or be deemed to have consented) to the proposed Transfer or has determined that the documents and information establish compliance with the applicable provisions of this Section 10.01, such consent or determination will still be conditioned upon the delivery to Landlord of the applicable executed documents of transfer, assignment, or conveyance and receipt of payment or reimbursement by Landlord as set forth in the preceding sentence. Any attempted or purported Transfer, if made in contravention of this Article 10, shall be null and void and of no force and effect and shall constitute an immediate Event of Default under this Lease. (e) Notwithstanding any of the foregoing in this Article 10 to the contrary, Landlord will not unreasonably withhold its consent to any proposed Transfer provided no Event of Default is then existing hereunder (or such Event of Default is cured simultaneously with such Transfer) and that the proposed transferee satisfies the following conditions: (i) the proposed transferee shall have (or shall be Controlled by an entity that has) or shall have arranged for management services through an asset management or property management company approved by Landlord (which approval will not be unreasonably withheld, conditioned or delayed) that has at least ten (10) years of experience in operating and maintaining apartment projects similar or larger in size to the Project; (ii) the proposed transferee shall use the Premises for the uses permitted under this Lease; (iii) the proposed transferee is not a person or entity prohibited from owning the interests of Tenant hereunder pursuant to Section 10.01(c) above; and (iv) Tenant shall pay all of Landlord’s reasonable out-of-pocket costs and expenses related to its review and approval of the Transfer. (f) Subject to compliance by a Mortgagee with the provisions of Section 10.04 hereof, the requirements in this Section 10.01 of consent by Landlord shall not apply to the acquisition of the Premises by such Mortgagee or another purchaser of the Premises pursuant to a foreclosure of a Mortgage or through a deed or instrument of transfer delivered in lieu of such foreclosure, so long as such Mortgagee or purchaser, as applicable, shall, in the instrument transferring to such Mortgagee the interest of Tenant hereunder, assume and agree to perform all of the terms, covenants and conditions of this Lease thereafter to be observed or performed by Xxxxxx. The notice and review periods set forth in this Section 10.01 shall not apply (i) in connection with a transfer by a Mortgagee to a purchaser from Mortgagee after a foreclosure or acceptance of a deed or instrument of transfer delivered in lieu of foreclosure, or (ii) to any purchaser at foreclosure; provided however, the criteria set forth in Section 10.01(e)(i)-(iv) shall apply to any such purchaser except Mortgagee. Each reference in this Section 10.01(f) to “Mortgagee” shall be deemed to include a wholly owned subsidiary (direct or indirect) of such Mortgagee or its direct parent, provided such Mortgagee has delivered to Landlord a written notice advising that such a subsidiary should be so deemed and certifying (i) that such subsidiary is wholly owned (directly or indirectly) by such Mortgagee or its direct parent and (ii) that such subsidiary is authorized to act in the place and stead of such Mortgagee.

Assignment; Subletting; Transfers. ‌ (a) Tenant acknowledges that the FCRHA Landlord has examined and relied on on (i) the creditworthiness and experience of Tenant, and (ii) Tenant’s or its Affiliate’s (if applicable) management and operation of properties such as the Project, in agreeing to lease the Premises to Tenant pursuant to the terms and conditions of this Lease. Except as otherwise specifically provided in this Section 10.01: (i) neither this Lease nor any interest of Tenant in this Lease, shall be sold, assigned, or otherwise transferred, whether by operation of law or otherwise; (ii) Tenant shall not sublet, license or otherwise permit the use or occupancy of sublet all or any portion of the Premises (except in connection with (A) a Residential Lease or other leases subleases typically entered into in connection with ancillary or incidental uses typically found in residential apartment projects or (B) any easements to which the FCRHA grants its prior written consentaffordable senior living facility projects, and except in accordance with Article 38 below); and; (iii) Nor nor shall any of the: (A) general or limited partnership interests of Tenant (if Tenant is a partnership), or (B) membership interests of Tenant (if Tenant is a limited liability company), or (C) issued or outstanding capital stock of Tenant (if Tenant is a corporation) ); be (voluntarily or involuntarily) sold, assigned, transferred, pledged or encumbered, whether by operation of law or otherwise, nor shall any voting trust or similar agreement be entered into with respect to such stock, nor any reclassification or modification of the terms of such stock take place, nor shall there be any merger or consolidation of such corporation into or with another corporation nor shall additional stock (or any warrants, options or debt securities convertible, directly or indirectly, into such stock) in any such corporation be issued if the issuance of such additional stock (or such other securities, when exercised or converted into stock), will result in a change of the controlling stock ownership of such corporation as held by the shareholders thereof as of the Commencement Date, provided however, Tenant may transfer such partnership interests, membership interests or capital stock (as applicable) (X) in accordance with Article 38 below, so long as Control of Tenant does not change (i.e., i.e. the possession of power to direct or cause the direction of the management and policy of Tenant remains the same as prior to such transfer of interests or capital stock) or (Y) in accordance with Section 38.02 below (if change of Control of Tenant would occur); and such transfer made in accordance with this proviso shall not constitute a Transfer. Each of the foregoing transactions referenced in (i) through (iii) above are hereinafter referred to as a “Transfer”. Additionally, each of the Transfers referenced after the provided however clause of Section 10.01(a)(iii) above are hereinafter referred to as a “Permitted Transfer of Interest.” (b) Tenant may not make any Transfer prior to or within the first five (5) years after Final Completion. After the five (5) year anniversary of the Final Completion, Tenant may not make a Transfer, except upon the prior written approval of the FCRHA, which the FCRHA may grant or withhold in its sole and absolute discretion (subject to Section 10.01(e) below), provided however, that the FCRHA’s consent will not be unreasonably withheld, conditioned or delayed so long as (i) no Event of Default shall have occurred and then be continuing hereunder (or such Event of Default is cured simultaneously with such Transfer), andfive

Assignment; Subletting; Transfers. The following provisions shall apply to any assignment, subletting or other transfer by Tenant or any subtenant or assignee or other successor in interest of the original Tenant (acollectively referred to in this Section 15. as ‘Tenant”): A. Tenant shall not do any of the following (collectively referred to herein as a “Transfer”), whether voluntarily, involuntarily or by operation of law, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed: (i) sublet all or any part of the Premises or allow it to be sublet, occupied or used by any person or entity other than Tenant; (ii) assign its interest in this Lease; (iii) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner; or (iv) materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord. Any Transfer so approved by Landlord shall not be effective until Tenant acknowledges that has delivered to Landlord an executed counterpart of the FCRHA has examined document evidencing the Transfer which (i) is at the then Fair Market Rent for the Premises for the balance of the lease term(s) hereof, and relied onis in a form reasonably approved by Landlord, (ii) contains the same other terms and conditions as contained herein and as stated in Tenant’s notice given to Landlord pursuant to Section 15.B., and (iii) in the case of an assignment of the Lease, contains the agreement of the proposed transferee to assume all obligations of the Tenant under this Lease arising after the effective date of such Transfer and to remain jointly and severally liable therefor with Tenant. All terms of the proposed transfer shall be consistent with the above. Any attempted Transfer without Landlord’s consent shall constitute an event of Tenant’s default hereunder and shall be voidable at Landlord’s option. Landlord’s consent to any one Transfer shall not constitute a waiver of any provisions hereof as to any subsequent Transfer, nor a consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent or performance by Landlord from any person or entity shall not be deemed to be a waiver by Landlord of any provision of this Lease nor be a consent to any Transfer. B. At least thirty (30) days before a proposed Transfer is to become effective, Tenant shall give Landlord written notice of the proposed terms of such Transfer and request Landlord’s approval, which notice shall include the following: (i) the creditworthiness name and experience legal composition of the proposed transferee; (ii) a current financial statement of the Tenant and the transferee, financial statements of the transferee covering the preceding three years if the same exist, and (if available) an audited financial statement of the transferee for a period ending not more than one year prior to the proposed effective date of the Transfer, all of which statements are prepared in accordance with generally accepted accounting principles; (iii) the nature of the proposed transferee’s business to be carried on in the Premises; (iv) all consideration to be given or received on account of the Transfer; and (v) the date and terms of the proposal transfer, Tenant shall provide to Landlord such other information as may be reasonably requested by Landlord within seven (7) days after Landlord’s receipt of such notice from Tenant. Landlord shall respond in writing to Tenant’s request for Landlord’s consent to a Transfer within fifteen (15) days after receipt of Tenant’s request together with said required accompanying documentation and such other information requested by Landlord. If Landlord fails to respond in writing within said fifteen (15) day period, Landlord will be deemed to have withheld consent to such Transfer. Tenant shall immediately notify Landlord of any material modification to the proposed terms of such Transfer. C. If Landlord consents in writing to a Transfer proposed by Tenant, Tenant may enter into such Transfer, and if Tenant does so, the following shall apply: (1) Tenant shall not be released of its liability for all of its obligations under the Lease. (2) If Tenant assigns its interest in this Lease, then Tenant shall pay to Landlord (in addition to all rent and other sums otherwise payable under this Lease) all Subrent (as defined in Section 15.C.(5)] received by Tenant over and above (i) the assignee’s agreement to assume the obligations of Tenant under this Lease, and (ii) all Permitted Transfer Costs related to such assignment. In the case of assignment, the amount of Subrent owed to Landlord shall be paid to Landlord on the same basis, whether periodic or in lump sum, that such Subrent is paid to Tenant by the assignee. (3) If Tenant sublets any part of the Premises, then with respect to the space so subleased, Tenant shall pay to Landlord (in addition to all rent and other sums payable under this Lease) the positive difference, if any, between (i) all Subrent paid by the subtenant to Tenant, less (ii) the sum of all Basic Rent and Additional Rent allocable to the space sublet and all Permitted Transfer Costs related to such sublease. Such amount shall be paid to Landlord on the same basis, whether periodic or in lump sum, that such Subrent is paid to Tenant by its subtenant. In calculating Landlord’s share of any periodic payments, all Permitted Transfer Costs shall be first recovered by Tenant. (4) Tenant’s obligations under this Section 15.C. shall survive any Transfer, and Tenant’s failure to perform its obligations hereunder shall be an event of Tenant’s default hereunder. At the time Tenant makes any payment to Landlord required by this Section 15.C., Tenant shall deliver an itemized statement of the method by which the amount to which Landlord is entitled was calculated, certified by Tenant as true and correct. Landlord shall have the right at reasonable intervals to inspect Tenant’s books and records relating to the payments due hereunder. Upon request therefor, Tenant shall deliver to Landlord copies of all bills, invoices or other documents upon which its Affiliate’s (if applicable) management calculations are based. Landlord may condition its approval of any Transfer upon obtaining a certification from both Tenant and operation the proposed transferee of properties such as the Project, in agreeing all Subrent and other amounts that are to lease the Premises be paid to Tenant pursuant to the terms and conditions of this Lease. Except as otherwise specifically provided in connection with such Transfer. (5) As used in this Section 10.01: 15.C., the term “Subrent” shall mean any consideration of any kind received, or to be received, by Tenant as a result of the Transfer, if such sums are related to Tenant’s interest in this Lease or in the Premises, including without limitation payments from or on behalf of the transferee (in excess of the book value thereof) for Tenant’s assets, fixtures, leasehold improvements, inventory, accounts, goodwill, equipment, furniture, and general intangibles. As used in this Section 15.C., the term “Permitted Transfer Costs” shall mean (i) neither this Lease nor any interest of all reasonable leasing commissions paid to third parties not affiliated with Tenant in this Leaseorder to obtain the Transfer in question, shall be sold, assigned, or otherwise transferred, whether by operation of law or otherwise; and (ii) all reasonable attorneys’ fees incurred by Tenant shall not sublet, license or otherwise permit the use or occupancy of all or any portion of the Premises (except in connection with (A) a Residential Lease or other leases typically entered into in connection with ancillary or incidental uses typically found in residential apartment projects or (B) any easements to which the FCRHA grants its prior written consent); and (iii) Nor shall any of the: (A) general or limited partnership interests of Tenant (if Tenant is a partnership), or (B) membership interests of Tenant (if Tenant is a limited liability company), or (C) issued or outstanding capital stock of Tenant (if Tenant is a corporation) be (voluntarily or involuntarily) sold, assigned, transferred, pledged or encumbered, whether by operation of law or otherwise, nor shall any voting trust or similar agreement be entered into with respect to such stock, nor any reclassification or modification of the terms of such stock take place, nor shall there be any merger or consolidation of such corporation into or with another corporation nor shall additional stock (or any warrants, options or debt securities convertible, directly or indirectly, into such stock) Transfer in any such corporation be issued if the issuance of such additional stock (or such other securities, when exercised or converted into stock), will result in a change of the controlling stock ownership of such corporation as held by the shareholders thereof as of the Commencement Date, provided however, Tenant may transfer such partnership interests, membership interests or capital stock (as applicable) (X) so long as Control of Tenant does not change (i.e., the possession of power to direct or cause the direction of the management and policy of Tenant remains the same as prior to such transfer of interests or capital stock) or (Y) in accordance with Section 38.02 below (if change of Control of Tenant would occur); and such transfer made in accordance with this proviso shall not constitute a Transfer. Each of the foregoing transactions referenced in (i) through (iii) above are hereinafter referred to as a “Transfer”. Additionally, each of the Transfers referenced after the provided however clause of Section 10.01(a)(iii) above are hereinafter referred to as a “Permitted Transfer of Interestquestion.” (b) Tenant may not make any Transfer prior to or within the first five (5) years after Final Completion. After the five (5) year anniversary of the Final Completion, Tenant may not make a Transfer, except upon the prior written approval of the FCRHA, which the FCRHA may grant or withhold in its sole and absolute discretion (subject to Section 10.01(e) below), provided however, that the FCRHA’s consent will not be unreasonably withheld, conditioned or delayed so long as (i) no Event of Default shall have occurred and then be continuing hereunder (or such Event of Default is cured simultaneously with such Transfer), and

Assignment; Subletting; Transfers. (a) Tenant acknowledges that the FCRHA Landlord has examined and relied on on (i) the creditworthiness and experience of Tenant, and (ii) Tenant’s or its Affiliate’s (if applicable) management and operation of properties such as the Project, in agreeing to lease the Premises to Tenant pursuant to the terms and conditions of this Lease. Except as otherwise specifically provided in this Section 10.01: (i) neither this Lease nor any interest of Tenant in this Lease, shall be sold, assigned, or otherwise transferred, whether by operation of law or otherwise; (ii) Tenant shall not sublet, license or otherwise permit the use or occupancy of sublet all or any portion of the Premises (except in connection with (A) a Residential Lease or other leases typically entered into in connection with ancillary or incidental uses typically found in residential apartment projects or (B) any easements to which the FCRHA grants its prior written consentprojects); and; (iii) Nor nor shall any of the: (A) general or limited partnership interests of Tenant (if Tenant is a partnership), or (B) membership interests of Tenant (if Tenant is a limited liability company), or (C) issued or outstanding capital stock of Tenant (if Tenant is a corporation) ); be (voluntarily or involuntarily) sold, assigned, transferred, pledged or encumbered, whether by operation of law or otherwise, nor shall any voting trust or similar agreement be entered into with respect to such stock, nor any reclassification or modification of the terms of such stock take place, nor shall there be any merger or consolidation of such corporation into or with another corporation nor shall additional stock (or any any‌ warrants, options or debt securities convertible, directly or indirectly, into such stock) in any such corporation be issued if the issuance of such additional stock (or such other securities, when exercised or converted into stock), will result in a change of the controlling stock ownership of such corporation as held by the shareholders thereof as of the Commencement Date, provided however, Tenant may transfer such partnership interests, membership interests or capital stock (as applicable) (X) in accordance with Article 38 below, so long as Control of Tenant does not change (i.e., i.e. the possession of power to direct or cause the direction of the management and policy of Tenant remains the same as prior to such transfer of interests or capital stock) or (Y) in accordance with Section 38.02 below (if change of Control of Tenant would occur); and such transfer made in accordance with this proviso shall not constitute a Transfer. Each of the foregoing transactions referenced in (i) through (iii) above are hereinafter referred to as a “Transfer”. Additionally, each of the Transfers referenced after the provided however clause of Section 10.01(a)(iii) above are hereinafter referred to as a “Permitted Transfer of Interest.” (b) Tenant may not make any Transfer prior to or within the first five (5) years after Final Completion. After the five (5) year anniversary of the Final Completion, Tenant may not make a Transfer, except upon the prior written approval of the FCRHALandlord, which the FCRHA Landlord may grant or withhold in its sole and absolute discretion (subject to Section 10.01(e) below), provided however, that the FCRHALandlord’s consent will not be unreasonably withheld, conditioned or delayed so long as (i) no Event of Default shall have occurred and then be continuing hereunder (or such Event of Default is cured simultaneously with such Transfer), and

Assignment; Subletting; Transfers. The following provisions shall apply to any assignment, subletting or other transfer by Tenant or any subtenant or assignee or other successor in interest of the original Tenant (acollectively referred to in this Section 15. as Tenant”): A. Tenant shall not do any of the following (collectively referred to herein as a “Transfer”), whether voluntarily, involuntarily or by operation of law, Without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed: (i) sublet all or any part of the Premises or allow it to be sublet, occupied or used by any person or entity other than Tenant; (ii) assign its interest in this Lease; (iii) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner; or (iv) materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord. Any Transfer so approved by Landlord shall not be effective until Tenant has delivered to Landlord an executed counterpart of the document evidencing the Transfer which (i) is at the then Fair Market Rent for the Premises for the balance of the lease term(s) hereof, and is in a form reasonably approved by Landlord, (ii) contains substantially the terms and conditions as contained in Tenants notice given to Landlord pursuant to Section 15.B., and (iii) in the case of an assignment of the Lease, contains the agreement of the proposed transferee to assume all obligations of the Tenant under this Lease arising after the effective date of such Transfer and to remain jointly and severally liable therefor with Tenant. All terms of the proposed transfer shall be consistent with the above. Any attempted Transfer without Landlord’s consent shall constitute an event of Tenant’s default hereunder and shall be voidable at Landlord’s option. Landlord’s consent to any one Transfer shall not constitute a waiver of any provisions hereof as to any subsequent Transfer, nor a consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent or performance by Landlord from any person or entity shall not be deemed to be a waiver by Landlord of any provision of this Lease nor be a consent to any Transfer. B. At least fifteen (15) days before a proposed Transfer is to become effective, Tenant shall give Landlord written notice of the proposed terms of such Transfer and request Landlord’s approval, which notice shall include the following: (i) she name and legal composition of the proposed transferee; (ii) a current financial statement of the Tenant and the transferee, financial statements of the transferee covering the preceding three years if the same exist, and (If available) an audited financial statement of the transferee for a period ending not more than one year prior to the proposed effective date of the Transfer, all of which statements are prepared in accordance with generally accepted accounting principles; (iii) the nature of the proposed transferee’s business to be carried on in the Premises; (iv) all consideration to be given or received on account of the Transfer; and (v) the date and terms of the proposal transfer. Tenant shall provide to Landlord such other information as may be reasonably requested by Landlord within seven (7) days after Landlord’s request of same. Landlord shall respond In writing to Tenant’s request for Landlord’s consent to a Transfer within fifteen (15) days after receipt of Tenant’s request together with said required accompanying documentation and such other information requested by Landlord, if Landlord fails to respond in writing within said fifteen (15) day period, Landlord will be deemed to have withheld consent to such Transfer. Tenant shall immediately notify Landlord of any material modification to the proposed terms of such Transfer. C. If Landlord consents in writing to a Transfer proposed by Tenant, Tenant may enter into such Transfer, and if Tenant does so, the following shall apply: (1) Tenant acknowledges that shall not be released of its liability for all of its obligations under the FCRHA has examined Lease. (2) If Tenant assigns its interest in this Lease, then Tenant shall pay to Landlord (in addition to all rent and relied on other sums otherwise payable under this Lease) all Subrent (as defined in Section 15.C.(5)] received by Tenant over and above (i) the creditworthiness and experience assignee’s agreement to assume the obligations of TenantTenant under this Lease, and (ii) all Permitted Transfer Costs related to such assignment. In the case of assignment, the amount of Subrent owed to Landlord shall be paid to Landlord on the same basis, whether periodic or In lump sum, that such Subrent is paid to Tenant by the assignee. (3) If Tenant sublets any part of the Premises, then with respect to the space so subleased, Tenant shall pay to Landlord (in addition to all rent and other sums payable under this Lease) the positive difference, If any, between (i) all Subrent paid by the subtenant to Tenant, less (ii) the sum of all Basic Rent and Additional Rent allocable to the space subset and all Permitted Transfer Costs related to such sublease. Such amount shall be paid to Landlord on the same basis, whether periodic or in lump sum, that such Subrent is paid to Tenant by its subtenant. In calculating Landlord’s share of any periodic payments, all Permitted Transfer Costs shall be first recovered by Tenant. (4) Tenant’s obligations under this Section 15.C. shall survive any Transfer, and Tenant’s failure to perform its obligations hereunder shall be an event of Tenant’s default hereunder. At the time Tenant makes any payment to Landlord required by this Section 15.C., Tenant shall deliver an itemized statement of the method by which the amount to which Landlord is entitled was calculated, certified by Tenant as true and correct. Landlord shall have the right at reasonable intervals to inspect Tenant’s books and records relating to the payments due hereunder. Upon request therefore, Tenant shall deliver to Landlord copies of all bills, invoices or other documents upon which its Affiliate’s (if applicable) management calculations are based. Landlord may condition Its approval of any Transfer upon obtaining a certification from both Tenant and operation the proposed transferee of properties such as the Project, in agreeing all Subrent and other amounts that are to lease the Premises be paid to Tenant pursuant to the terms and conditions of this Lease. Except as otherwise specifically provided in connection with such Transfer. (5) As used in this Section 10.01: 15.C., the term “Subrent shall mean any consideration of any kind received, or to be received, by Tenant as a result of the Transfer, if such sums are related to Tenant’s interest in this Lease or in the Premises. As used in this Section 15.C., the term “Permitted Transfer Costs” shall mean (i) neither this Lease nor any interest of all reasonable leasing commissions paid to third parties not affiliated with Tenant in this Leaseorder to obtain the Transfer in question, shall be sold, assigned, or otherwise transferred, whether by operation of law or otherwise; (ii) all reasonable attorneys’ fees incurred by Tenant shall not subletwith respect to the Transfer in question, license or otherwise permit the use or occupancy of and (iii) all or costs relation to any portion of changes, alterations and improvements to the Premises (except paid for by the Tenant in connection with (A) a Residential Lease or other leases typically entered into the Transfer in connection with ancillary or incidental uses typically found in residential apartment projects or (B) any easements to which the FCRHA grants its prior written consent); and (iii) Nor shall any of the: (A) general or limited partnership interests of Tenant (if Tenant is a partnership), or (B) membership interests of Tenant (if Tenant is a limited liability company), or (C) issued or outstanding capital stock of Tenant (if Tenant is a corporation) be (voluntarily or involuntarily) sold, assigned, transferred, pledged or encumbered, whether by operation of law or otherwise, nor shall any voting trust or similar agreement be entered into with respect to such stock, nor any reclassification or modification of the terms of such stock take place, nor shall there be any merger or consolidation of such corporation into or with another corporation nor shall additional stock (or any warrants, options or debt securities convertible, directly or indirectly, into such stock) in any such corporation be issued if the issuance of such additional stock (or such other securities, when exercised or converted into stock), will result in a change of the controlling stock ownership of such corporation as held by the shareholders thereof as of the Commencement Date, provided however, Tenant may transfer such partnership interests, membership interests or capital stock (as applicable) (X) so long as Control of Tenant does not change (i.e., the possession of power to direct or cause the direction of the management and policy of Tenant remains the same as prior to such transfer of interests or capital stock) or (Y) in accordance with Section 38.02 below (if change of Control of Tenant would occur); and such transfer made in accordance with this proviso shall not constitute a Transfer. Each of the foregoing transactions referenced in (i) through (iii) above are hereinafter referred to as a “Transfer”. Additionally, each of the Transfers referenced after the provided however clause of Section 10.01(a)(iii) above are hereinafter referred to as a “Permitted Transfer of Interestquestion.” (b) Tenant may not make any Transfer prior to or within the first five (5) years after Final Completion. After the five (5) year anniversary of the Final Completion, Tenant may not make a Transfer, except upon the prior written approval of the FCRHA, which the FCRHA may grant or withhold in its sole and absolute discretion (subject to Section 10.01(e) below), provided however, that the FCRHA’s consent will not be unreasonably withheld, conditioned or delayed so long as (i) no Event of Default shall have occurred and then be continuing hereunder (or such Event of Default is cured simultaneously with such Transfer), and

Assignment; Subletting; Transfers. ‌ (a) Tenant acknowledges that the FCRHA Landlord has examined and relied on on (i) the creditworthiness and experience of Tenant, and (ii) Tenant’s or its Affiliate’s (if applicable) management and operation of properties such as the Project, in agreeing to lease the Premises to Tenant pursuant to the terms and conditions of this Lease. Except as otherwise specifically provided in this Section 10.01: (i) neither this Lease nor any interest of Tenant in this Lease, shall be sold, assigned, or otherwise transferred, whether by operation of law or otherwise; (ii) Tenant shall not sublet, license or otherwise permit the use or occupancy of sublet all or any portion of the Premises (except in connection with (A) a Residential Lease or other leases subleases typically entered into in connection with ancillary or incidental uses typically found in residential apartment projects or (B) any easements to which the FCRHA grants its prior written consentaffordable senior living facility projects, and except in accordance with Article 38 below); and; (iii) Nor nor shall any of the: (A) general or limited partnership interests of Tenant (if Tenant is a partnership), or (B) membership interests of Tenant (if Tenant is a limited liability company), or (C) issued or outstanding capital stock of Tenant (if Tenant is a corporation) ); be (voluntarily or involuntarily) sold, assigned, transferred, pledged or encumbered, whether by operation of law or otherwise, nor shall any voting trust or similar agreement be entered into with respect to such stock, nor any reclassification or modification of the terms of such stock take place, nor shall there be any merger or consolidation of such corporation into or with another corporation nor shall additional stock (or any warrants, options or debt securities convertible, directly or indirectly, into such stock) in any such corporation be issued if the issuance of such additional stock (or such other securities, when exercised or converted into stock), will result in a change of the controlling stock ownership of such corporation as held by the shareholders thereof as of the Commencement Date, provided however, Tenant may transfer such partnership interests, membership interests or capital stock (as applicable) (X) in accordance with Article 38 below, so long as Control of Tenant does not change (i.e., i.e. the possession of power to direct or cause the direction of the management and policy of Tenant remains the same as prior to such transfer of interests or capital stock) or (Y) in accordance with Section 38.02 below (if change of Control of Tenant would occur); and such transfer made in accordance with this proviso shall not constitute a Transfer. Each of the foregoing transactions referenced in (i) through (iii) above are hereinafter referred to as a “Transfer”. Additionally, each of the Transfers referenced after the provided however clause of Section 10.01(a)(iii) above are hereinafter referred to as a “Permitted Transfer of Interest.” (b) Tenant may not make any Transfer prior to or within the first five (5) years after Final Completion. After the five (5) year anniversary of the Final Completion, Tenant may not make a Transfer, except upon the prior written approval of the FCRHALandlord, which the FCRHA Landlord may grant or withhold in its sole and absolute discretion (subject to Section 10.01(e) below), provided however, that the FCRHALandlord’s consent will not be unreasonably withheld, conditioned or delayed so long as (i) no Event of Default shall have occurred and then be continuing hereunder (or such Event of Default is cured simultaneously with such Transfer), and (ii) Tenant shall have otherwise complied with the provisions of this Article 10. (c) Tenant may not make a Transfer to any Person, in which, an ownership interest, in the aggregate, of five percent (5%) or greater is then held, directly or indirectly (other than as a result of ownership of publicly traded securities), by any individual (i) who has ever been convicted of a felony, (ii) against whom any action or proceeding is pending to enforce rights of the Commonwealth of Virginia, the County of Fairfax, Virginia or any agency, department, political subdivision (including without limitation, the Fairfax County Redevelopment and Housing Authority), public authority or public benefit corporation of either, or (iii) with respect to whom any notice of substantial monetary default which remains uncured has been given by the Commonwealth of Virginia, the County of Fairfax, Virginia or any agency, department, public authority or any public benefit corporation of either. (d) In each instance wherein Tenant desires to effect a Transfer, and as a condition to the effectiveness thereof, Tenant shall, prior to the effective date of such transaction, notify Landlord of the proposed transaction and submit to Landlord the following documents and information (which documents may be unexecuted but shall, in all other respects, be in substantially final form) and such other information and documents Landlord may reasonably require: (i) a copy of the proposed instrument(s) of assignment or sublease of the Premises or assignment of ownership interests in Tenant containing, inter alia, the name, address and telephone number of the assignee; (ii) a copy of the proposed instrument(s) of assumption of Tenant’s obligations under this Lease by said assignee (which need not be in a separate document from the instrument of assignment); (iii) a certificate of the assignee or subtenant (or an authorized officer, general partner or managing member thereof), setting forth (x) in the case of a partnership or limited liability company, the names and addresses of all partners (general and limited (if applicable)) or members thereof of the assignee having a five percent (5%) or greater ownership interest in the assignee, (y) in the case of a corporation, the names and addresses of all persons having five percent (5%) or greater record ownership of stock in the assignee, and all directors and officers of the assignee; provided however, that in the case of an entity whose equity interests are publicly traded the names of the holders of publicly traded securities need not be disclosed; and (iv) any such other documents and information as Landlord may reasonably request to permit Landlord to evaluate whether the proposed transferee or sublessee meets the criteria set forth in Section 10.01(e). Landlord shall within twenty (20) Business Days after receipt of the foregoing, notify Tenant whether it grants its consent to such Transfer. In the event that Landlord denies its consent to such transaction or determines that the information provided in the applicable certificate is insufficient to determine whether or not Landlord’s consent may not be unreasonably withheld, conditioned or delayed, then Landlord shall notify Tenant in writing specifying the reasons for such denial or determination. If Landlord shall not have notified Tenant of such denial or determination within such period, Landlord shall be deemed to have consented to the proposed transaction and to have determined that the documents and the information submitted establish compliance with the applicable provisions of this Section 10.01. Tenant agrees to bear and shall pay or reimburse Landlord on demand for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Landlord in connection with the review, approval and documentation of any Transfer under this Article 10. If Landlord has consented (or be deemed to have consented) to the proposed Transfer or has determined that the documents and information establish compliance with the applicable provisions of this Section 10.01, such consent or determination will still be conditioned upon the delivery to Landlord of the applicable executed documents of Transfer, assignment, or conveyance and receipt of payment or reimbursement by Landlord as set forth in the preceding sentence. Any attempted or purported Transfer, if made in contravention of this Article 10, shall be null and void and of no force and effect and shall constitute an immediate Event of Default under this Lease. (e) Notwithstanding any of the foregoing in this Article 10 to the contrary, Landlord will not unreasonably withhold its consent to any proposed Transfer provided no Event of Default is then existing hereunder (or such Event of Default is cured simultaneously with such Transfer) and that the proposed transferee satisfies the following conditions: (i) the proposed transferee shall have (or shall be Controlled by an entity that has) or shall have arranged for management services through an asset management or property management company approved by Landlord (which approval will not be unreasonably withheld, conditioned or delayed) that has at least ten (10) years of experience in operating and maintaining apartment projects similar or larger in size to the Project; (ii) the proposed transferee shall have or shall be Controlled by an entity that has a Net Worth at least equal to the Net Worth Requirement; (iii) the proposed transferee shall use the Premises for the uses permitted under this Lease; (iv) the proposed transferee is not a person or entity prohibited from owning the interests of Tenant hereunder pursuant to Section 10.01(c) above; and (v) Tenant shall pay all of Landlord’s reasonable out-of-pocket costs and expenses related to its review and approval of the Transfer. (f) Subject to compliance by a Mortgagee with the provisions of Sections 10.04 hereof, the requirements in this Section 10.01 of consent by Landlord shall not apply to the acquisition of the Premises by such Mortgagee or another purchaser of the Premises pursuant to a foreclosure of a Mortgage or through a deed or instrument of transfer delivered in lieu of such foreclosure, so long as such Mortgagee or purchaser, as applicable, shall, in the instrument transferring to such Mortgagee the interest of Tenant hereunder, assume and agree to perform all of the terms, covenants and conditions of this Lease thereafter to be observed or performed by Tenant. The notice and review periods set forth in this Section 10.01 shall not apply (i) in connection with a transfer by a Mortgagee to a purchaser from Mortgagee after a foreclosure or acceptance of a deed or instrument of transfer delivered in lieu of foreclosure, or (ii) to any purchaser at foreclosure; provided however, the criteria set forth in Section 10.01(e)(i)-(v) shall apply to any such purchaser except Mortgagee. Each reference in this Section 10.01 to “Mortgagee” shall be deemed to include a wholly owned subsidiary (direct or indirect) of such Mortgagee or its direct parent, provided such Mortgagee has delivered to Landlord a written notice advising that such a subsidiary should be so deemed and certifying (i) that such subsidiary is wholly owned (directly or indirectly) by such Mortgagee or its direct parent and (ii) that such subsidiary is authorized to act in the place and stead of such Mortgagee. (g) Any Transfer approved by Landlord in accordance with, or otherwise allowed (with or without Landlord’s approval) pursuant to the terms of this Article 10 shall be a “Permitted Transfer”. Upon a Permitted Transfer, the previous “Tenant” shall be relieved from all subsequent obligations and liabilities arising under this Lease. (h) No assignment of this Lease, subletting of the Premises as an entirety or substantially as an entirety or other Transfer shall have any validity except upon compliance with the provisions of this Article 10 or Article 38. (i) Any assignment of this Lease will not be effective for purposes of this Lease unless and until the assignee, in the case of an assignment, executes, acknowledges and delivers to Landlord an agreement that provides that the assignee (A) assumes the obligations and performance of this Lease and agree to be bound by all of the covenants, agreements, terms, provisions and conditions hereof on the part of Tenant to be performed or observed on and after the effective date of any such assignment, and (B) agrees that the provisions of this Article 10 will continue to be binding upon assignee in the future. Tenant covenants that, if Tenant engages in an assignment or transfer in violation of the provisions of this Lease, Tenant shall remain fully and primarily and jointly and severally liable for the payment of all Base Rent, Additional Costs and Impositions due and to become due under this Lease and for the performance and observance of all of the covenants, agreements, terms, provisions and conditions of this Lease on the part of Tenant to be performed or observed until a Permitted Transfer occurs. (j) Notwithstanding anything to the contrary in this Section 10.01 to the contrary, Tenant may sublease any of the Residential Units to Residential Tenants (and any commercial space on the Premises, if any, to commercial tenants) in the ordinary course of Tenant’s business without obtaining Landlord’s prior consent; and any subleasing as provided in this subsection (j) shall not be considered a Transfer for purposes of this Article 10, and provided further, that any such subleasing of Residential Units is in compliance with the Exhibit F and Section 26.04 below. (k) Notwithstanding anything to the contrary in this Section 10.01 to the contrary, provided Tenant (i) is not in an Event of Default, (ii) provides at least thirty (30) days prior written notice to Landlord of Tenant’s intention to assign this Lease to an Affiliate of Tenant,

Assignment; Subletting; Transfers. (a) Tenant acknowledges that the FCRHA Landlord has examined and relied on on (i) the creditworthiness and experience of Tenant, and (ii) Tenant’s or its Affiliate’s (if applicable) management and operation of properties such as the Project, in agreeing to lease the Premises to Tenant pursuant to the terms and conditions of this Lease. Except as otherwise specifically provided in this Section 10.01: (i) neither this Lease nor any interest of Tenant in this Lease, shall be sold, assigned, or otherwise transferred, whether by operation of law or otherwise; (ii) Tenant shall not sublet, license or otherwise permit the use or occupancy of sublet all or any portion of the Premises (except in connection with (A) a Residential Lease or other leases typically entered into in connection with ancillary or incidental uses typically found in residential apartment projects or [(B) any easements to which including, without limitation, leases for the FCRHA grants its prior written consentPublic Use Improvements, where applicable); and]); (iii) Nor nor shall any of the: (A) general or limited partnership interests of Tenant (if Tenant is a partnership), or (B) membership interests of Tenant (if Tenant is a limited liability company), or (C) issued or outstanding capital stock of Tenant (if Tenant is a corporation) ); be (voluntarily or involuntarily) sold, assigned, transferred, pledged or encumbered, whether by operation of law or otherwise, nor shall any voting trust or similar agreement be entered into with respect to such stock, nor any reclassification or modification of the terms of such stock take place, nor shall there be any merger or consolidation of such corporation into or with another corporation nor shall additional stock (or any warrants, options or debt securities convertible, directly or indirectly, into such stock) in any such corporation be issued if the issuance of such additional stock (or such other securities, when exercised or converted into stock), will result in a change of the controlling stock ownership of such corporation as held by the shareholders thereof as of the Commencement Date, provided however, Tenant may transfer such partnership interests, membership interests or capital stock (as applicable) (X) in accordance with Article 38 below, so long as Control of Tenant does not change (i.e., the possession of power to direct or cause the direction of the management and policy of Tenant remains the same as prior to such transfer of interests or capital stock) or (Y) in accordance with Section 38.02 below (if change of Control of Tenant would occur); and such transfer made in accordance with this proviso shall not constitute a Transfer. Each of the foregoing transactions referenced in (i) through (iii) above are hereinafter referred to as a “Transfer”. Additionally, each of the Transfers referenced after the provided however clause of Section 10.01(a)(iii) above are hereinafter referred to as a “Permitted Transfer of Interest.” (b) Tenant may not make any Transfer prior to or within the first five (5) years after Final Completion. After the five (5) year anniversary of the Final Completion, Tenant may not make a Transfer, except upon the prior written approval of the FCRHALandlord, which the FCRHA Landlord may grant or withhold in its sole and absolute discretion (subject to Section 10.01(e) below), provided however, that the FCRHALandlord’s consent will not be unreasonably withheld, conditioned or delayed so long as (i) no Event of Default shall have occurred and then be continuing hereunder (or such Event of Default is cured simultaneously with such Transfer), and

Assignment; Subletting; Transfers. Transfer By Tenant. The following provisions shall apply to any assignment, subletting or other transfer by Tenant or any subtenant or assignee or other successor in interest of the original Tenant (acollectively referred to in this Section 15. as "Tenant"): A. Tenant shall not do any of the following (collectively referred to herein as a "Transfer"), whether voluntarily, involuntarily or by operation of law, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed: (i) sublet all or any part of the Premises or allow it to be sublet, occupied or used by any person or entity other than Tenant; (ii) assign its interest in this Lease; (iii) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner; or (iv) materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord. Any Transfer so approved by Landlord shall not be effective until Tenant acknowledges that has delivered to Landlord an executed counterpart of the FCRHA has examined document evidencing the Transfer which (i) is in a form reasonably approved by Landlord, (ii) contains the same terms and relied onconditions stated in Tenant's notice given to Landlord pursuant to Section 15.B., and (iii) in the case of an assignment of the Lease, contains the agreement of the proposed transferee to assume all obligations of the Tenant under this Lease arising after the effective date of such Transfer and to remain jointly and severally liable therefor with Tenant. Any attempted Transfer without Landlord's consent shall constitute an event of Tenant's default hereunder and shall be voidable at Landlord's option. Landlord's consent to any one Transfer shall not constitute a waiver of the provisions of this Section 15. as to any subsequent Transfer or a consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person or entity shall not be deemed to be a waiver by Landlord of any provision of this Lease nor to be a consent to any Transfer. B. At least thirty (30) days before a proposed Transfer is to become effective, Tenant shall give Landlord written notice of the proposed terms of such Transfer and request Landlord's approval, which notice shall include the following: (i) the creditworthiness name and experience legal composition of the proposed transferee; (ii) a current financial statement of the transferee, financial statements of the transferee covering the preceding three years if the same exist, and (if available) an audited financial statement of the transferee for a period ending not more than one year prior to the proposed effective date of the Transfer, all of which statements are prepared in accordance with generally accepted accounting principles; (iii) the nature of the proposed transferee's business to be carried on in the Premises; (iv) all consideration to be given on account of the Transfer; and (v) a current financial statement of Tenant. Tenant shall provide to Landlord such other information as may be reasonably requested by Landlord within seven (7) days after Landlord's receipt of such notice from Tenant. Landlord shall respond in writing to Tenant's request for Landlord's consent to a Transfer C. If Landlord consents to a Transfer proposed by Tenant, Tenant may enter into such Transfer, and if Tenant does so, the following shall apply: (1) Tenant shall not be released of its liability for all of its obligations under the Lease. (2) If Tenant assigns its interest in this Lease, then Tenant shall pay to Landlord (in addition to all rent and other sums otherwise payable under this Lease) all Subrent (as defined in Section 15.C.(5)) received by Tenant over and above (i) the assignee's agreement to assume the obligations of Tenant under this Lease, and (ii) Tenant’s all Permitted Transfer Costs related to such assignment. In the case of assignment, the amount of Subrent owed to Landlord shall be paid to Landlord on the same basis, whether periodic or its Affiliate’s (if applicable) management and operation of properties in lump sum, that such as the Project, in agreeing to lease the Premises Subrent is paid to Tenant pursuant by the assignee. (3) If Tenant sublets any part of the Premises, then with respect to the terms spaces subleased, Tenant shall pay to Landlord (in addition to all rent and conditions of other sums payable under this Lease) the positive difference, if any, between (i) all Subrent paid by the subtenant to Tenant, less (ii) the sum of all Basic Rent and Additional Rent allocable to the space sublet and all Permitted Transfer Costs related to such sublease. Except Such amount shall be paid to Landlord on the same basis, whether periodic or in lump sum, that such Subrent is paid to Tenant by its subtenant. In calculating Landlord's share of any periodic payments, all Permitted Transfer Costs shall be first recovered by Tenant. (4) Tenant's obligations under this Section 15.C. shall survive any Transfer, and Tenant's failure to perform its obligations hereunder shall be an event of Tenant's default hereunder. At the time Tenant makes any payment to Landlord required by this Section 15.C., Tenant shall deliver an itemized statement of the method by which the amount lo which Landlord is entitled was calculated, certified by Tenant as otherwise specifically provided true and correct. Landlord shall have the right at reasonable intervals to inspect Tenant's books and records relating to the payments due hereunder. Upon request therefor, Tenant shall deliver to Landlord copies of all bills, invoices or other documents upon which its calculations are based. Landlord may condition its approval of any Transfer upon obtaining a certification from both Tenant and the proposed transferee of all Subrent and other amounts that are to be paid to Tenant in connection with such Transfer. (5) As used in this Section 10.01: (i) neither 15.C., the term "Subrent" shall mean any consideration of any kind received, or to be received, by Tenant as a result of the Transfer, if such sums are related to Tenant's interest in this Lease nor any interest of Tenant or in this Leasethe Premises, shall be sold, assigned, including payments from or otherwise transferred, whether by operation of law or otherwise; (ii) Tenant shall not sublet, license or otherwise permit the use or occupancy of all or any portion on behalf of the Premises transferee (except in connection with (A) a Residential Lease or other leases typically entered into in connection with ancillary or incidental uses typically found in residential apartment projects or (B) any easements to which the FCRHA grants its prior written consent); and (iii) Nor shall any of the: (A) general or limited partnership interests of Tenant (if Tenant is a partnership), or (B) membership interests of Tenant (if Tenant is a limited liability company), or (C) issued or outstanding capital stock of Tenant (if Tenant is a corporation) be (voluntarily or involuntarily) sold, assigned, transferred, pledged or encumbered, whether by operation of law or otherwise, nor shall any voting trust or similar agreement be entered into with respect to such stock, nor any reclassification or modification excess of the terms of such stock take placebook value thereof) for Tenant's assets, nor shall there be any merger or consolidation of such corporation into or with another corporation nor shall additional stock (or any warrantsfixtures, options or debt securities convertible, directly or indirectly, into such stock) in any such corporation be issued if the issuance of such additional stock (or such other securities, when exercised or converted into stock), will result in a change of the controlling stock ownership of such corporation as held by the shareholders thereof as of the Commencement Date, provided however, Tenant may transfer such partnership interests, membership interests or capital stock (as applicable) (X) so long as Control of Tenant does not change (i.e., the possession of power to direct or cause the direction of the management and policy of Tenant remains the same as prior to such transfer of interests or capital stock) or (Y) in accordance with Section 38.02 below (if change of Control of Tenant would occur); and such transfer made in accordance with this proviso shall not constitute a Transfer. Each of the foregoing transactions referenced in (i) through (iii) above are hereinafter referred to as a “Transfer”. Additionally, each of the Transfers referenced after the provided however clause of Section 10.01(a)(iii) above are hereinafter referred to as a “Permitted Transfer of Interest.” (b) Tenant may not make any Transfer prior to or within the first five (5) years after Final Completion. After the five (5) year anniversary of the Final Completion, Tenant may not make a Transfer, except upon the prior written approval of the FCRHA, which the FCRHA may grant or withhold in its sole and absolute discretion (subject to Section 10.01(e) below), provided however, that the FCRHA’s consent will not be unreasonably withheld, conditioned or delayed so long as (i) no Event of Default shall have occurred and then be continuing hereunder (or such Event of Default is cured simultaneously with such Transfer), andleasehold

Assignment; Subletting; Transfers. (a) Tenant acknowledges that the FCRHA Landlord has examined and relied on (i) on the creditworthiness and experience of TenantTenant or its Affiliates, and (ii) Tenant’s or its Affiliate’s (if applicable) management and operation of properties such as the Project, in agreeing to lease the Premises to Tenant pursuant to the terms and conditions of this Lease. Except as otherwise specifically provided in this Section 10.01Article 10: (i) neither this Lease nor any interest of Tenant in this Lease, shall be sold, assigned, or otherwise transferred, whether by operation of law or otherwise; (ii) Tenant shall not sublet, license or otherwise permit the use or occupancy of sublet all or any portion of the Premises (except in connection with (A) a Residential Lease Lease, the Public Use Improvements, or other leases typically entered into in connection with ancillary or incidental uses typically found in residential apartment projects or (B) any easements to which the FCRHA grants its prior written consent); andprojects; (iii) Nor nor shall any of the: (A) general or limited partnership interests of Tenant (if Tenant is a partnership), or (B) membership interests of Tenant (if Tenant is a limited liability company), or (C) issued or outstanding capital stock of Tenant (if Tenant is a corporation) ); be (voluntarily or involuntarily) sold, assigned, transferred, pledged or encumbered, whether by operation of law or otherwise, nor shall any voting trust or similar agreement be entered into with respect to such stock, nor any reclassification or modification of the terms of such stock take place, nor shall there be any merger or consolidation of such corporation into or with another corporation nor shall additional stock (or any warrants, options or debt securities convertible, directly or indirectly, into such stock) in any such corporation be issued if the issuance of such additional stock (or such other securities, when exercised or converted into stock), will result in a change of the controlling stock ownership of such corporation as held by the shareholders thereof as of the Commencement Date, provided however, Tenant may transfer such partnership interests, membership interests or capital stock (as applicable) (X) in accordance with Article 38 below, so long as Control of Tenant does not change (i.e., the possession of power to direct or cause the direction of the management and policy of Tenant remains the same as prior to such transfer of interests or capital stock) or (Y) in accordance with Section 38.02 below (if change of Control of Tenant would occur); and such transfer made in accordance with this proviso shall not constitute a Transfer. Each of the foregoing transactions referenced in (i) through (iii) above are hereinafter referred to as a “Transfer”. Additionally, each of the Transfers referenced after the provided however clause of Section 10.01(a)(iii) above are hereinafter referred to as a “Permitted Transfer of Interest.” (b) Tenant may not make any Transfer prior to or within the first five (5) years after Final Completion. After the five (5) year anniversary of the Final Completion, Tenant may not make a Transfer, except upon the prior written approval of the FCRHALandlord, which the FCRHA Landlord may grant or withhold in its sole and absolute discretion (subject to Section 10.01(e) below), provided however, that the FCRHALandlord’s consent will not be unreasonably withheld, conditioned or delayed so long as (i) no Event of Default shall have occurred and then be continuing hereunder (or such Event of Default is cured simultaneously with such Transfer), and Tenant shall have otherwise complied with the provisions of this Article 10. (c) Tenant may not make a Transfer to any Person, in which, an ownership interest, in the aggregate, of five percent (5%) or greater is then held, directly or indirectly (other than as a result of ownership of publicly traded securities), by any individual (i) who has ever been convicted of a felony, (ii) against whom any action or proceeding is pending to enforce rights of the Commonwealth of Virginia or the County of Fairfax, Virginia or any agency, department, public authority or public benefit corporation of either, or (iii) with respect to whom any notice of substantial monetary default which remains uncured has been given by the Commonwealth of Virginia, the County of Fairfax, Virginia or any agency, department, public authority or any public benefit corporation of either. (d) In each instance wherein Tenant desires to effect a Transfer, and as a condition to the effectiveness thereof, Tenant shall, prior to the effective date of such transaction, notify Landlord of the proposed transaction and submit to Landlord the following documents and information (which documents may be unexecuted but shall, in all other respects, be in substantially final form) and such other information and documents Landlord may reasonably require: (i) a copy of the proposed instrument(s) of assignment or sublease of the Premises or assignment of ownership interests in Tenant containing, inter alia, the name, address and telephone number of the assignee; (ii) a copy of the proposed instrument(s) of assumption of Tenant’s obligations under this Lease by said assignee (which need not be in a separate document from the instrument of assignment); (iii) a certificate of the assignee or subtenant (or an authorized officer, general partner or managing member thereof), setting forth (x) in the case of a partnership or limited liability company, the names and addresses of all partners (general and limited (if applicable)) or members thereof of the assignee having a five percent (5%) or greater ownership interest in the assignee, (y) in the case of a corporation, the names and addresses of all persons having five percent (5%) or greater record ownership of stock in the assignee, and all directors and officers of the assignee; provided however, that in the case of an entity whose equity interests are publicly traded the names of the holders of publicly traded securities need not be disclosed; and (iv) any such other documents and information as Landlord may reasonably request to permit Landlord to evaluate whether the proposed transferee or sublessee meets the criteria set forth in Section 10.01(e). Landlord shall within twenty (20) Business Days after receipt of the foregoing, notify Tenant whether it grants its consent to such Transfer. In the event that Landlord denies its consent to such transaction or determines that the information provided in the applicable certificate is insufficient to determine whether or not Landlord’s consent may not be unreasonably withheld, conditioned or delayed, then Landlord shall notify Tenant in writing specifying the reasons for such denial or determination. If Landlord shall not have notified Tenant of such denial or determination within such period, it shall be deemed to have consented to the proposed transaction and to have determined that the documents and the information submitted establish compliance with the applicable provisions of this Section 10.01. Tenant agrees to bear and shall pay or reimburse Landlord on demand for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Landlord in connection with the review, approval and documentation of any Transfer under this Article 10. If Landlord has consented (or be deemed to have consented) to the proposed Transfer or has determined that the documents and information establish compliance with the applicable provisions of this Section 10.01, such consent or determination will still be conditioned upon the delivery to Landlord of the applicable executed documents of transfer, assignment, or conveyance and receipt of payment or reimbursement by Landlord as set forth in the preceding sentence. Any attempted or purported Transfer, if made in contravention of this Article 10, shall be null and void and of no force and effect and shall constitute an immediate Event of Default under this Lease. (e) Notwithstanding any of the foregoing in this Article 10 to the contrary, Landlord will not unreasonably withhold its consent to any proposed Transfer provided no Event of Default is then existing hereunder (or such Event of Default is cured simultaneously with such Transfer) and that the proposed transferee satisfies the following conditions: (i) the proposed transferee shall have (or shall be Controlled by an entity that has) or shall have arranged for management services through an asset management or property management company approved by Landlord (which approval will not be unreasonably withheld, conditioned or delayed) that has at least ten (10) years of experience in operating and maintaining apartment projects similar or larger in size to the Project; (ii) the proposed transferee shall use the Premises for the uses permitted under this Lease; (iii) the proposed transferee is not a person or entity prohibited from owning the interests of Tenant hereunder pursuant to Section 10.01(c) above; and (iv) Tenant shall pay all of Landlord’s reasonable out-of-pocket costs and expenses related to its review and approval of the Transfer. (f) Subject to compliance by a Mortgagee with the provisions of Section 10.04 hereof, the requirements in this Section 10.01 of consent by Landlord shall not apply to the acquisition of the Premises by such Mortgagee or another purchaser of the Premises pursuant to a foreclosure of a Mortgage or through a deed or instrument of transfer delivered in lieu of such foreclosure, so long as such Mortgagee or purchaser, as applicable, shall, in the instrument transferring to such Mortgagee the interest of Tenant hereunder, assume and agree to perform all of the terms, covenants and conditions of this Lease thereafter to be observed or performed by Tenant. The notice and review periods set forth in this Section 10.01 shall not apply (i) in connection with a transfer by a Mortgagee to a purchaser from Mortgagee after a foreclosure or acceptance of a deed or instrument of transfer delivered in lieu of foreclosure, or (ii) to any purchaser at foreclosure; provided however, the criteria set forth in Section 10.01(e)(i)-(iv) shall apply to any such purchaser except Mortgagee. Each reference in this Section 10.01(f) to “Mortgagee” shall be deemed to include a wholly owned subsidiary (direct or indirect) of such Mortgagee or its direct parent, provided such Mortgagee has delivered to Landlord a written notice advising that such a subsidiary should be so deemed and certifying (i) that such subsidiary is wholly owned (directly or indirectly) by such Mortgagee or its direct parent and (ii) that such subsidiary is authorized to act in the place and stead of such Mortgagee.

Assignment; Subletting; Transfers. (a) Tenant acknowledges that the FCRHA Landlord has examined and relied on (i) on the creditworthiness and experience of TenantTenant or its Affiliates, and (ii) Tenant’s or its Affiliate’s (if applicable) management and operation of properties such as the Project, in agreeing to lease the Premises to Tenant pursuant to the terms and conditions of this Lease. Except as otherwise specifically provided in this Section 10.01Article 10: (i) neither this Lease nor any interest of Tenant in this Lease, shall be sold, assigned, or otherwise transferred, whether by operation of law or otherwise; (ii) Tenant shall not sublet, license or otherwise permit the use or occupancy of sublet all or any portion of the Premises (except in connection with (A) a Residential Lease Lease, the Public Use Improvements, or other leases typically entered into in connection with ancillary or incidental uses typically found in residential apartment projects or (B) any easements to which the FCRHA grants its prior written consent); andprojects; (iii) Nor nor shall any of the: (A) general or limited partnership interests of Tenant (if Tenant is a partnership), or (B) membership interests of Tenant (if Tenant is a limited liability company), or (C) issued or outstanding capital stock of Tenant (if Tenant is a corporation) ); be (voluntarily or involuntarily) sold, assigned, transferred, pledged or encumbered, whether by operation of law or otherwise, nor shall any voting trust or similar agreement be entered into with respect to such stock, nor any reclassification or modification of the terms of such stock take place, nor shall there be any merger or consolidation of such corporation into or with another corporation nor shall additional stock (or any warrants, options or debt securities convertible, directly or indirectly, into such stock) in any such corporation be issued if the issuance of such additional stock (or such other securities, when exercised or converted into stock), will result in a change of the controlling stock ownership of such corporation as held by the shareholders thereof as of the Commencement Date, provided however, Tenant may transfer such partnership interests, membership interests or capital stock (as applicable) (X) in accordance with Article 38 below, so long as Control of Tenant does not change (i.e., the possession of power to direct or cause the direction of the management and policy of Tenant remains the same as prior to such transfer of interests or capital stock) or (Y) in accordance with Section 38.02 below (if change of Control of Tenant would occur); and such transfer made in accordance with this proviso shall not constitute a Transfer. Each of the foregoing transactions referenced in (i) through (iii) above are hereinafter referred to as a “Transfer”. Additionally, each of the Transfers referenced after the provided however clause of Section 10.01(a)(iii) above are hereinafter referred to as a “Permitted Transfer of Interest.” (b) Tenant may not make any Transfer prior to or within the first five (5) years after Final Completion. After the five (5) year anniversary of the Final Completion, Tenant may not make a TransferTransfer subject to Section 10.03 below, except upon with notice to but without the prior written approval of the FCRHA, which the FCRHA may grant or withhold in its sole and absolute discretion (subject to Section 10.01(e) below), provided however, that the FCRHA’s consent will not be unreasonably withheld, conditioned or delayed Landlord so long as (i) the resulting Tenant is a Qualified Transferee as defined below; (ii) no Event of Default shall have occurred and then be continuing hereunder (or such Event of Default is cured simultaneously with such Transfer), and (iii) Tenant shall have otherwise complied with the provisions of this Article 10. (c) Tenant may not make a Transfer to any Person, in which, an ownership interest, in the aggregate, of five percent (5%) or greater is then held, directly or indirectly (other than as a result of ownership of publicly traded securities), by any individual (i) who has ever been convicted of a felony, (ii) against whom any action or proceeding is pending to enforce rights of the Commonwealth of Virginia or the County of Fairfax, Virginia or any agency, department, public authority or public benefit corporation of either, or (iii) with respect to whom any notice of substantial monetary default which remains uncured has been given by the Commonwealth of Virginia, the County of Fairfax, Virginia or any agency, department, public authority or any public benefit corporation of either. (d) In each instance wherein Tenant desires to effect a Transfer, and as a condition to the effectiveness thereof, Tenant shall, prior to the effective date of such transaction, notify Landlord of the proposed transaction and submit to Landlord the following documents and information (which documents may be unexecuted but shall, in all other respects, be in substantially final form) and such other information and documents Landlord may reasonably require: (i) a copy of the proposed instrument(s) of assignment or sublease of the Premises or assignment of ownership interests in Tenant containing, inter alia, the name, address and telephone number of the assignee; (ii) a copy of the proposed instrument(s) of assumption of Tenant’s obligations under this Lease by said assignee (which need not be in a separate document from the instrument of assignment); (iii) a certificate of the assignee or subtenant (or an authorized officer, general partner or managing member thereof), setting forth (x) in the case of a partnership or limited liability company, the names and addresses of all partners (general and limited (if applicable)) or members thereof of the assignee having a five percent (5%) or greater ownership interest in the assignee, (y) in the case of a corporation, the names and addresses of all persons having five percent (5%) or greater record ownership of stock in the assignee, and all directors and officers of the assignee; provided however, that in the case of an entity whose equity interests are publicly traded the names of the holders of publicly traded securities need not be disclosed; and (iv) any such other documents and information as Landlord may reasonably request to permit Landlord to evaluate whether the proposed transferee or sublessee meets the criteria set forth in Section 10.01(e). When such consent or approval is required pursuant to the terms of this Lease, Landlord shall within twenty (20) Business Days after receipt of the foregoing, notify Tenant whether it grants its consent to such Transfer. In the event that Landlord denies its consent to such transaction or determines that the information provided in the applicable certificate is insufficient to determine whether or not Landlord’s consent may not be unreasonably withheld, conditioned or delayed, then Landlord shall notify Tenant in writing specifying the reasons for such denial or determination. If Landlord shall not have notified Tenant of such denial or determination within such period, it shall be deemed to have consented to the proposed transaction and to have determined that the documents and the information submitted establish compliance with the applicable provisions of this Section 10.01. Tenant agrees to bear and shall pay or reimburse Landlord on demand for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Landlord in connection with the review, approval and documentation of any Transfer under this Article 10. If Landlord has consented (or be deemed to have consented) to the proposed Transfer or has determined that the documents and information establish compliance with the applicable provisions of this Section 10.01, such consent or determination will still be conditioned upon the delivery to Landlord of the applicable executed documents of transfer, assignment, or conveyance and receipt of payment or reimbursement by Landlord as set forth in the preceding sentence. Any attempted or purported Transfer, if made in contravention of this Article 10, shall be null and void and of no force and effect and shall constitute an immediate Event of Default under this Lease. (e) Notwithstanding any of the foregoing in this Article 10 to the contrary, Landlord will not unreasonably withhold its consent to any proposed Transfer provided no Event of Default is then existing hereunder (or such Event of Default is cured simultaneously with such Transfer) and that the proposed transferee satisfies the following conditions (a “Qualified Transferee”): (i) the proposed transferee shall have (or shall be Controlled by an entity that has) or shall have arranged for management services through an asset management or property management company approved by Landlord (which approval will not be unreasonably withheld, conditioned or delayed) that has at least ten (10) years of experience in operating and maintaining apartment projects similar or larger in size to the Project; (ii) the proposed transferee shall use the Premises for the uses permitted under this Lease; (iii) the proposed transferee is not a person or entity prohibited from owning the interests of Tenant hereunder pursuant to Section 10.01(c) above; and (iv) Tenant shall pay all of Landlord’s reasonable out-of-pocket costs and expenses related to its review and approval of the Transfer. (f) Subject to compliance by a Mortgagee with the provisions of Section 10.04 hereof, the requirements in this Section 10.01 of consent by Landlord shall not apply to the acquisition of the Premises by such Mortgagee or another purchaser of the Premises pursuant to a foreclosure of a Mortgage or through a deed or instrument of transfer delivered in lieu of such foreclosure, so long as such Mortgagee or purchaser, as applicable, shall, in the instrument transferring to such Mortgagee the interest of Tenant hereunder, assume and agree to perform all of the terms, covenants and conditions of this Lease thereafter to be observed or performed by Tenant. The notice and review periods set forth in this Section 10.01 shall not apply (i) in connection with a transfer by a Mortgagee to a purchaser from Mortgagee after a foreclosure or acceptance of a deed or instrument of transfer delivered in lieu of foreclosure, or (ii) to any purchaser at foreclosure; provided however, the criteria set forth in Section 10.01(e)(i)-(iv) shall apply to any such purchaser

Assignment; Subletting; Transfers. (a) Tenant acknowledges that the FCRHA Landlord has examined and relied on on (i) the creditworthiness and experience of Tenant, and (ii) Tenant’s or its Affiliate’s (if applicable) management and operation of properties such as the Project, in agreeing to lease the Premises to Tenant pursuant to the terms and conditions of this Lease. Except as otherwise specifically provided in this Section 10.01: (i) neither this Lease nor any interest of Tenant in this Lease, shall be sold, assigned, or otherwise transferred, whether by operation of law or otherwise; (ii) Tenant shall not sublet, license or otherwise permit the use or occupancy of sublet all or any portion of the Premises (except in connection with (A) a Residential Lease or other leases typically entered into in connection with ancillary or incidental uses typically found in residential apartment projects or (B) any easements to which the FCRHA grants its prior written consentprojects); and; (iii) Nor nor shall any of the: (A) general or limited partnership interests of Tenant (if Tenant is a partnership), or (B) membership interests of Tenant (if Tenant is a limited liability company), or (C) issued or outstanding capital stock of Tenant (if Tenant is a corporation) ); be (voluntarily or involuntarily) sold, assigned, transferred, pledged or encumbered, whether by operation of law or otherwise, nor shall any voting trust or similar agreement be entered into with respect to such stock, nor any reclassification or modification of the terms of such stock take place, nor shall there be any merger or consolidation of such corporation into or with another corporation nor shall additional stock (or any any‌ warrants, options or debt securities convertible, directly or indirectly, into such stock) in any such corporation be issued if the issuance of such additional stock (or such other securities, when exercised or converted into stock), will result in a change of the controlling stock ownership of such corporation as held by the shareholders thereof as of the Commencement Date, provided however, Tenant may transfer such partnership interests, membership interests or capital stock (as applicable) (X) in accordance with Article 38 below, so long as Control of Tenant does not change (i.e., i.e. the possession of power to direct or cause the direction of the management and policy of Tenant remains the same as prior to such transfer of interests or capital stock) or (Y) in accordance with Section 38.02 below (if change of Control of Tenant would occur); and such transfer made in accordance with this proviso shall not constitute a Transfer. Each of the foregoing transactions referenced in (i) through (iii) above are hereinafter referred to as a “Transfer”. Additionally, each of the Transfers referenced after the provided however clause of Section 10.01(a)(iii) above are hereinafter referred to as a “Permitted Transfer of Interest.” (b) Tenant may not make any Transfer prior to or within the first five (5) years after Final Completion. After the five (5) year anniversary of the Final Completion, Tenant may not make a Transfer, except upon the prior written approval of the FCRHALandlord, which the FCRHA Landlord may grant or withhold in its sole and absolute discretion (subject to Section 10.01(e) below), provided however, that the FCRHAXxxxxxxx’s consent will not be unreasonably withheld, conditioned or delayed so long as (i) no Event of Default shall have occurred and then be continuing hereunder (or such Event of Default is cured simultaneously with such Transfer), and

Assignment; Subletting; Transfers. (a) Tenant acknowledges that the FCRHA Landlord has examined and relied on on (i) the creditworthiness and experience of Tenant, and (ii) Tenant’s or its Affiliate’s Affiliates’ (if applicable) management and operation of properties such as the Project, in agreeing to lease the Premises to Tenant pursuant to the terms and conditions of this Lease. Except as otherwise specifically provided in this Section 10.01: (i) : neither this Lease nor any interest of Tenant in this Lease, shall will be sold, assigned, or otherwise transferred, whether by operation of law or otherwise; (ii) ; Tenant shall will not sublet, license or otherwise permit the use or occupancy of sublet all or any portion of the Premises (except in connection with (A) a Residential Lease or other leases subleases typically entered into in connection with ancillary or incidental uses typically found in residential apartment projects or (B) any easements to which the FCRHA grants its prior written consentaffordable senior living facility projects, and except in accordance with Article 38 below); and (iii) Nor shall nor will any of the: (A) general or limited partnership interests of Tenant (if Tenant is a partnership), or (B) membership interests of Tenant (if Tenant is a limited liability company), or (C) issued or outstanding capital stock of Tenant (if Tenant is a corporation) ); be (voluntarily or involuntarily) sold, assigned, transferred, pledged or encumbered, whether by operation of law or otherwise, nor shall will any voting trust or similar agreement be entered into with respect to such stock, nor any reclassification or modification of the terms of such stock take place, nor shall will there be any merger or consolidation of such corporation into or with another corporation nor shall will additional stock (or any warrants, options or debt securities convertible, directly or indirectly, into such stock) in any such corporation be issued if the issuance of such additional stock (or such other securities, when exercised or converted into stock), will result in a change of the controlling stock ownership of such corporation as held by the shareholders thereof as of the Commencement Date, provided however, Tenant may transfer such partnership interests, membership interests or capital stock (as applicable) (X) in accordance with Article 38 below, so long as Control of Tenant does not change (i.e., i.e. the possession of power to direct or cause the direction of the management and policy of Tenant remains the same as prior to such transfer of interests or capital stock) or (Y) in accordance with Section 38.02 below (if change of Control of Tenant would occur); and such transfer made in accordance with this proviso shall will not constitute a Transfer. Each of the foregoing transactions referenced in (i) through (iii) above are hereinafter referred to as a “Transfer”. Additionally, each of the Transfers referenced after the provided however clause of Section 10.01(a)(iii) above are hereinafter referred to as a “Permitted Transfer of Interest.” (b) Tenant may not make any Transfer prior to or within the first five (5) years after Final Completion. After the five (5) year anniversary of the Final Completion, Tenant may not make a Transfer, except upon the prior written approval of the FCRHALandlord, which the FCRHA Landlord may grant or withhold in its sole and absolute discretion (subject to Section 10.01(e) below), provided however, that the FCRHALandlord’s consent will not be unreasonably withheld, conditioned or delayed so long as (i) no Event of Default shall will have occurred and then be continuing hereunder (or such Event of Default is cured simultaneously with such Transfer), andand (ii) Tenant will have otherwise complied with the provisions of this Article 10. Tenant may not make a Transfer to any Person, in which, an ownership interest, in the aggregate, of five percent or greater is then held, directly or indirectly (other than as a result of ownership of publicly traded securities), by any individual (i) who has ever been convicted of a felony, (ii) against whom any action or proceeding is pending to enforce rights of the Commonwealth of Virginia, the County of Fairfax, Virginia or any agency, department, political subdivision (including without limitation, the Fairfax County Redevelopment and Housing Authority), public authority or public benefit corporation of either, or (iii) with respect to whom any notice of substantial monetary default which remains uncured has been given by the Commonwealth of Virginia, the County of Fairfax, Virginia or any agency, department, public authority or any public benefit corporation of either. In each instance when Tenant desires to effect a Transfer, and as a condition to the effectiveness thereof, Tenant will, prior to the effective date of such transaction, notify Landlord of the proposed transaction and submit to Landlord the following documents and information (which documents may be unexecuted but will, in all other respects, be in substantially final form) and such other information and documents Landlord may reasonably require: a copy of the proposed instrument(s) of assignment or sublease of the Premises or assignment of ownership interests in Tenant containing, inter alia, the name, address, and telephone number of the assignee; a copy of the proposed instrument(s) of assumption of Tenant’s obligations under this Lease by said assignee (which need not be in a separate document from the instrument of assignment); a certificate of the assignee or subtenant (or an authorized officer, general partner or managing member thereof), setting forth (x) in the case of a partnership or limited liability company, the names and addresses of all partners (general and limited (if applicable)) or members thereof of the assignee having a five percent or greater ownership interest in the assignee, (y) in the case of a corporation, the names and addresses of all persons having five percent or greater record ownership of stock in the assignee, and all directors and officers of the assignee; provided however, that in the case of an entity whose equity interests are publicly traded the names of the holders of publicly traded securities need not be disclosed; and any such other documents and information as Landlord may reasonably request to permit Landlord to evaluate whether the proposed transferee or sublessee meets the criteria set forth in Section 10.01(e). Landlord will within 20 Business Days after receipt of the foregoing, notify Tenant whether it grants its consent to such Transfer. If Landlord denies its consent to such transaction or determines that the information provided in the applicable certificate is insufficient to determine whether or not Landlord’s consent may not be unreasonably withheld, conditioned, or delayed, then Landlord will notify Tenant in writing specifying the reasons for such denial or determination. Tenant agrees to bear and will pay or reimburse Landlord on demand for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Landlord in connection with the review, approval, and documentation of any Transfer under this Article 10. If Landlord has consented to the proposed Transfer or has determined that the documents and information establish compliance with the applicable provisions of this Section 10.01, such consent or determination will still be conditioned upon the delivery to Landlord of the applicable executed documents of Transfer, assignment, or conveyance and receipt of payment or reimbursement by Landlord as set forth in the preceding sentence. Any attempted or purported Transfer, if made in contravention of this Article 10, will be null and void and of no force and effect and will constitute an immediate Event of Default under this Lease. Notwithstanding any of the foregoing in this Article 10 to the contrary, Landlord will not unreasonably withhold its consent to any proposed Transfer provided no Event of Default is then existing hereunder (or such Event of Default is cured simultaneously with such Transfer) and that the proposed transferee satisfies the following conditions: the proposed transferee will have (or will be Controlled by an entity that has) or will have arranged for management services through an asset management or property management company approved by Landlord (which approval will not be unreasonably withheld, conditioned, or delayed) that has at least ten years of experience in operating and maintaining apartment projects similar or larger in size to the Project; the proposed transferee will have or will be Controlled by an entity that has a Net Worth at least equal to the Net Worth Requirement; the proposed transferee will use the Premises for the uses permitted under this Lease; the proposed transferee is not a person or entity prohibited from owning the interests of Tenant hereunder pursuant to Section 10.01(c) above; and Tenant will pay all of Landlord’s reasonable out-of-pocket costs and expenses related to its review and approval of the Transfer. Subject to compliance by a Mortgagee with the provisions of Sections 10.04 hereof, the requirements in this Section 10.01 of consent by Landlord will not apply to the acquisition of the Premises by such Mortgagee or another purchaser of the Premises pursuant to a foreclosure of a Mortgage or through a deed or instrument of transfer delivered in lieu of such foreclosure, so long as such Mortgagee or purchaser, as applicable, will, in the instrument transferring to such Mortgagee the interest of Tenant hereunder, assume and agree to perform all of the terms, covenants and conditions of this Lease thereafter to be observed or performed by Tenant. The notice and review periods set forth in this Section 10.01 will not apply (i) in connection with a transfer by a Mortgagee to a purchaser from Mortgagee after a foreclosure or acceptance of a deed or instrument of transfer delivered in lieu of foreclosure, or (ii) to any purchaser at foreclosure; provided however, the criteria set forth in Section 10.01(e)(i)-(v) will apply to any such purchaser except Mortgagee. Each reference in this Section 10.01 to “Mortgagee” will be deemed to include a wholly owned subsidiary (direct or indirect) of such Mortgagee or its direct parent, provided such Mortgagee has delivered to Landlord a written notice advising that such a subsidiary should be so deemed and certifying (i) that such subsidiary is wholly owned (directly or indirectly) by such Mortgagee or its direct parent and (ii) that such subsidiary is authorized to act in the place and stead of such Mortgagee. Any Transfer approved by Landlord in accordance with, or otherwise allowed (with or without Landlord’s approval) pursuant to the terms of this Article 10 will be a “Permitted Transfer”. Upon a Permitted Transfer, the previous “Tenant” will be relieved from all subsequent obligations and liabilities arising under this Lease. No assignment of this Lease, subletting of the Premises as an entirety or substantially as an entirety or other Transfer will have any validity except upon compliance with the provisions of this Article 10 or Article 38. Any assignment of this Lease will not be effective for purposes of this Lease unless and until the assignee, in the case of an assignment, executes, acknowledges and delivers to Landlord an agreement that provides that the assignee (A) assumes the obligations and performance of this Lease and agree to be bound by all of the covenants, agreements, terms, provisions and conditions hereof on the part of Tenant to be performed or observed on and after the effective date of any such assignment, and (B) agrees that the provisions of this Article 10 will continue to be binding upon assignee in the future. Tenant covenants that, if Tenant engages in an assignment or transfer in violation of the provisions of this Lease, Tenant will remain fully and primarily and jointly and severally liable for the payment of all Base Rent, Additional Costs and Impositions due and to become due under this Lease and for the performance and observance of all of the covenants, agreements, terms, provisions and conditions of this Lease on the part of Tenant to be performed or observed until a Permitted Transfer occurs. Notwithstanding anything to the contrary in this Section 10.01 to the contrary, provided Tenant (i) is not in an Event of Default, (ii) provides at least 30 days prior written notice to Landlord of Tenant’s intention to assign this Lease to an Affiliate of Tenant, (iii) Tenant provides Landlord with such reasonable documentation as requested by Landlord in order to verify compliance with Section 10.01(d) and Section 10.01(e) above, and (iv) Tenant pays Landlord’s out-of-pocket expenses in accordance with Section 10.01(e)(v) above, Tenant may assign this Lease or transfer all or any portion of the Premises to an Affiliate of Tenant without Landlord’s consent or approval being required and such Transfer or assignment will be a Permitted Transfer hereunder.