Common use of Sale or Transfer of the Project Clause in Contracts

Sale or Transfer of the Project. For the Qualified Project Period, the Owner shall not, except as provided below, sell, transfer or otherwise voluntarily dispose of the Project, in whole or in part, without the prior written consent of the Governmental Lender and the Fiscal Agent, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: (A) the Governmental Lender and the Fiscal Agent have received evidence, reasonably acceptable to the Governmental Lender and the Fiscal Agent, that (1) the Owner shall not be in default hereunder or under the Borrower Loan Agreement (which may be evidenced by a Certificate of Continuing Program Compliance) or the purchaser or assignee undertakes to cure any defaults of the Owner to the reasonable satisfaction of the Governmental Lender; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (a) the purchaser or assignee or its property manager has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other State or federal laws or regulations or local governmental requirements applicable to such projects, or (b) the purchaser or assignee agrees to retain a property management firm with the experience and record described in subclause (a) above, or (c) the transferring Owner or its management company will continue to manage the Project for at least one year following such transfer and during such period will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (4) the person or entity which is to acquire the Project does not have pending against it, and does not have a history of significant and material building code violations or complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, State or federal regulatory agencies; (B) the execution by the purchaser or assignee of any document reasonably requested by the Governmental Lender or the Fiscal Agent with respect to the assumption of the Owner’s obligations under this Regulatory Agreement and, if the Governmental Lender Note is outstanding at the time of transfer, the Borrower Loan Agreement, including without limitation an instrument of assumption hereof and thereof, and delivery to the Governmental Lender of an opinion of such purchaser or assignee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such purchaser or assignee, subject to bankruptcy and other standard limitations affecting creditor’s rights; (C) receipt by the Governmental Lender of an opinion of Bond Counsel to the effect that any such sale, transfer or other disposition will not adversely affect the Tax-Exempt status of interest on the Governmental Lender Note; and (D) receipt by the Governmental Lender and Fiscal Agent of all fees and/or expenses then currently due and payable to the Governmental Lender and Fiscal Agent. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12, other than pursuant to a foreclosure or deed in lieu of foreclosure following a default under the Borrower Loan Agreement, shall be null, void and without effect, cause a reversion of title to the Owner, and be ineffective to relieve the Owner of its obligations under this Regulatory Agreement. Nothing in this Section shall affect any provision of any other document or instrument between the Owner and any other party that requires the Owner to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. The written consent of the Governmental Lender to any transfer of the Project shall constitute conclusive evidence that the transfer is not in violation of this Section 12. Upon any sale or other transfer that complies with this Regulatory Agreement, the Owner shall be fully released from its obligations hereunder to the extent such obligations have been fully assumed in writing by the transferee of the Project. Except as otherwise provided herein, any transfer of the Project to any entity, whether or not affiliated with the Owner, shall be subject to the provisions of this Section 12, except as provided immediately below. Interests in the Owner may not be transferred without the prior written consent of the Issuer (which consent will not be unreasonably withheld), except as follows:

Sale or Transfer of the Project. For the Qualified Project Period, the Owner shall not, except as provided below, sell, transfer or otherwise voluntarily dispose of the Project, in whole or in part, without the prior written consent of the Governmental Lender and the Fiscal AgentLender, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: (A) the Governmental Lender and the Fiscal Agent shall have received evidence, reasonably acceptable to the Governmental Lender and the Fiscal AgentLender, that (1) the Owner shall not be in default hereunder or under the Borrower Loan Agreement (which may be evidenced by a Certificate of Continuing Program Compliance) or the purchaser or assignee undertakes to cure any defaults of the Owner to the reasonable satisfaction of the Governmental Lender; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (a) the purchaser or assignee or its property manager has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other State or federal laws or regulations or local governmental requirements applicable to such projects, or (b) the purchaser or assignee agrees to retain a property management firm with the experience and record described in subclause (a) above, or (c) the transferring Owner or its management company or another management company reasonably acceptable to the Governmental Lender will continue to manage the Project for at least one year following such transfer and during such period will provide training to the transferee and its property manager in the responsibilities relating to the Low Income Units; and (4) the person or entity which is to acquire the Project does not have pending against it, and does not have a history of significant and material building code violations or complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, State or federal regulatory agencies; (B) the execution by the purchaser or assignee of any document reasonably requested by the Governmental Lender or the Fiscal Agent with respect to the assumption of the Owner’s obligations under this Regulatory Agreement and, if the Governmental Lender Note is outstanding at the time of transfer, the Borrower Loan Agreement, including without limitation an instrument of assumption hereof and thereof, and delivery to the Governmental Lender of an opinion of such purchaser or assignee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such purchaser or assignee, subject to bankruptcy and other standard limitations affecting creditor’s rights; (C) receipt by the Governmental Lender of an opinion of Bond Tax Counsel to the effect that any such sale, transfer or other disposition will not adversely affect the Tax-Exempt status of interest on the Governmental Lender Note; and (D) receipt by the Governmental Lender and Fiscal Agent of all fees and/or expenses then currently due and payable to the Governmental Lender and Fiscal Agent; and (E) receipt by the Governmental Lender of evidence of satisfaction of compliance with the provisions of Section 29(d)(i) related to notice to CDLAC of transfer of the Project. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12, other than pursuant to a foreclosure or deed in lieu of foreclosure following a default under the Borrower Loan Agreement, 12 shall be null, void and without effect, shall cause a reversion of title to the Owner, and shall be ineffective to relieve the Owner of its obligations under this Regulatory Agreement. Nothing in this Section shall affect any provision of any other document or instrument between the Owner and any other party that requires the Owner to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. The written consent of the Governmental Lender to any transfer of the Project shall constitute conclusive evidence that the transfer is not in violation of this Section 12. Upon any sale or other transfer that complies with this 4134-7435-6005.3 Regulatory Agreement, the Owner shall be fully released from its obligations hereunder to the extent such obligations have been fully assumed in writing by the transferee of the Project. Except as otherwise provided herein, any transfer of the Project to any entity, whether or not affiliated with the Owner, shall be subject to the provisions of this Section 12, except as provided immediately below. Interests in the Owner may not be transferred without the prior written consent of the Issuer (which consent will not be unreasonably withheld)Governmental Lender, except as follows:

Sale or Transfer of the Project. For The Borrower intends to hold the Qualified Project Periodfor its own account, with the Owner shall notexception of a transfer of the Project to Xxxxxxxx’s general partner or a third party following the end of the low income housing tax credit compliance period applicable to the Project, except as provided below, has no current plans to sell, transfer or otherwise voluntarily dispose of the Project, in whole and hereby covenants and agrees not to sell, transfer or in partotherwise dispose of the Project, or any portion thereof (other than for individual tenant use as contemplated hereunder), without obtaining the prior written consent of the Governmental Lender and (except as provided in the Fiscal Agentnext succeeding paragraph of this Section 10), which consent shall not be unreasonably withheld withheld, delayed or delayed if the following conditions are satisfied: (A) conditioned, and upon receipt by the Governmental Lender and (except as provided in the Fiscal Agent have received evidence, reasonably acceptable second to last paragraph of this Section 10) of (i) such certifications as deemed necessary by the Governmental Lender and to establish that the Fiscal Agent, that (1) the Owner Borrower shall not be in default hereunder under this Regulatory Agreement or under the Borrower Loan Project Loans Agreement (which may be evidenced by a Certificate of Continuing Program Compliance) or or, if any such defaults exist, the purchaser or assignee undertakes to cure any such defaults of the Owner to the reasonable satisfaction of the Governmental Lender; (2ii) a written instrument by which the continued operation Borrower’s purchaser or transferee has assumed in writing and in full the Borrower’s duties and obligations under this Regulatory Agreement, (iii) an opinion of counsel for the transferee that the transferee has duly assumed the obligations of the Borrower under this Regulatory Agreement and that such obligations and this Regulatory Agreement are binding on the transferee, (iv) documentation from the transferee reflecting the transferee’s experience or, should the transferee choose to have a property manager run the Project, a property manager’s experience with owning and/or operating multifamily housing projects such as the Project and with use and occupancy restrictions similar to those contained in this Regulatory Agreement, and (v) an opinion of Tax Counsel addressed to the Governmental Lender to the effect that such transfer will not cause interest on the Tax-Exempt Obligations, to become includable in the gross income of the recipients thereof for federal income tax purposes. The Borrower shall not allow any non-profit entity, which is not as of the date hereof a general partner of the Borrower, to become a general partner of the Borrower nor release any non- profit entity which is a general partner of the Borrower as of the date hereof from the limited partnership without the prior written consent of an Authorized Officer of the Governmental Lender (which consent shall not be unreasonably withheld, delayed or conditioned). No transfer of the Project shall comply with operate to release the provisions of this Regulatory Agreement; (3) either (a) the purchaser or assignee or Borrower from its property manager has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other State or federal laws or regulations or local governmental requirements applicable to such projects, or (b) the purchaser or assignee agrees to retain a property management firm with the experience and record described in subclause (a) above, or (c) the transferring Owner or its management company will continue to manage the Project for at least one year following such transfer and during such period will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (4) the person or entity which is to acquire the Project does not have pending against it, and does not have a history of significant and material building code violations or complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, State or federal regulatory agencies; (B) the execution by the purchaser or assignee of any document reasonably requested by the Governmental Lender or the Fiscal Agent with respect to the assumption of the Owner’s obligations under this Regulatory Agreement and, if with respect to any action or inaction taken prior to such transfer. Nothing contained in this Section 10 shall affect any provision of the Governmental Lender Note is outstanding at the time of transfer, other Funding Loan Documents to which the Borrower Loan Agreement, including without limitation an instrument is a party which requires the Borrower to obtain the consent of assumption hereof and thereof, and delivery the Funding Lender as a precondition to the Governmental Lender of an opinion of such purchaser or assignee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such purchaser or assignee, subject to bankruptcy and other standard limitations affecting creditor’s rights; (C) receipt by the Governmental Lender of an opinion of Bond Counsel to the effect that any such sale, transfer or other disposition will not adversely affect of, or any direct or indirect interest in, the Tax-Exempt status Project or of any direct or indirect interest on in the Borrower or which gives the Funding Lender the right to accelerate the maturity of the Borrower Loan made pursuant to the Borrower Loan Agreement, or to take some other similar action with respect to the Borrower Loan, upon the sale, transfer or other disposition of the Project. Notwithstanding anything contained in this Section 10 to the contrary, neither the consent of the Governmental Lender Note; nor the delivery of items (i) through (v) of the preceding paragraph shall be required in the case of a foreclosure or deed in lieu of foreclosure or comparable conversion of the Borrower Loan made pursuant to the Borrower Loan Agreement, whereby the Funding Lender or its designee, or a third party purchaser from the Funding Lender becomes the owner of the Project, and (D) receipt by nothing contained in this Section 10 shall otherwise affect the right of the Funding Lender or its designee, or any such third party purchaser to foreclose on the Project or to accept a deed in lieu of foreclosure or to effect a comparable conversion of the Borrower Loan made pursuant to the Borrower Loan Agreement. Consent of the Governmental Lender and Fiscal Agent delivery of all fees and/or expenses then currently due and payable items (i) through (v) of the preceding paragraph shall be required for any future transfer of the Project to be made subsequent to any transfer described in the Governmental Lender and Fiscal Agentpreceding sentence. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12, other than pursuant to a foreclosure or deed in lieu of foreclosure following a default under the Borrower Loan Agreement, 10 shall be null, void and without effect, shall cause a reversion of title to the OwnerBorrower, and shall be ineffective to relieve the Owner Borrower of its obligations under this Regulatory Agreement. Nothing in this Section shall affect Not less than 30 days prior to consummating any provision of any other document or instrument between the Owner and any other party that requires the Owner to obtain the prior written consent of such other party in order to sellsale, transfer or otherwise dispose disposition of any interest in the Project. The written consent of , the Borrower shall deliver to the Governmental Lender to any transfer a notice in writing explaining the nature of the Project shall constitute conclusive evidence that the transfer is not in violation of this Section 12. Upon any sale or other transfer that complies with this Regulatory Agreement, the Owner shall be fully released from its obligations hereunder to the extent such obligations have been fully assumed in writing by the transferee of the Project. Except as otherwise provided herein, any transfer of the Project to any entity, whether or not affiliated with the Owner, shall be subject to the provisions of this Section 12, except as provided immediately below. Interests in the Owner may not be transferred without the prior written consent of the Issuer (which consent will not be unreasonably withheld), except as follows:proposed transfer.

Sale or Transfer of the Project. For the Qualified Project Period, the Owner Borrower shall not, except as provided belowbelow and in accordance with the Borrower Loan Agreement and the Deed of Trust, sell, transfer or otherwise voluntarily dispose of the Project, in whole or in part, without the prior written consent of the Governmental Lender and the Fiscal AgentLender, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfiedgiven as promptly as practicable following: (A) the receipt by the Governmental Lender and the Fiscal Agent have received evidence, reasonably of evidence acceptable to the Governmental Lender and the Fiscal Agent, that (1) the Owner Borrower shall not be in default hereunder hereunder, under the Other Regulatory Agreement or under the Borrower Loan Agreement (which may be evidenced by a Certificate certificate of Continuing Program Compliancethe Borrower) or the purchaser or assignee undertakes to cure any defaults of the Owner Borrower to the reasonable satisfaction of the Governmental Lender; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (a) the purchaser or assignee or its property manager has at least three years’ experience in the ownership, operation and management of similar size similar-sized rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other State state or federal laws or regulations or local governmental government requirements applicable to such projects, or (b) the purchaser or assignee agrees to retain a property management firm with the experience and record described in subclause (a) above, or (c) the transferring Owner Borrower or its management company will continue to manage the Project for at least one year following such transfer and during such period will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (4) the person or entity which is to acquire the Project does not have pending against it, and does not have a history of significant and material of, building code violations or significant and material complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, State state or federal regulatory agencies; (B) the execution by the purchaser or assignee of any document reasonably requested by the Governmental Lender or the Fiscal Agent with respect to the assumption of the OwnerBorrower’s obligations under this Regulatory Agreement and, if the Governmental Lender Note is outstanding at the time of transfer, and the Borrower Loan Agreement, including without limitation an instrument of assumption hereof and thereofhereof, and delivery to the Governmental Lender of an opinion of such purchaser or assignee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such purchaser or assignee, subject to bankruptcy and other standard limitations affecting creditor’s rights; (C) receipt by the Governmental Lender of an opinion of Bond Tax Counsel addressed to the Governmental Lender and the Bank to the effect that any such sale, transfer or other disposition will not adversely affect the Tax-Exempt status of interest on the Governmental Lender NoteTax-Exempt Notes; and (D) receipt by the Governmental Lender and Fiscal Agent Bank of all fees and/or expenses then currently due and payable to the Governmental Lender and Fiscal AgentBank; (E) satisfaction of such other conditions or matters as are set forth in the Borrower Loan Agreement and the Deed of Trust; (F) the Other Project shall be transferred coterminously with the transfer of the Project, to the same transferee; and (G) such other conditions are met as the Governmental Lender may reasonably impose. The Governmental Lender hereby consents to a transfer of the Project by the Borrower to its general partner or its affiliate, if the Governmental Lender receives the documents listed in the preceding sentence. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12, other than pursuant to a foreclosure or deed in lieu of foreclosure following a default under the Borrower Loan Agreement, 12 shall be null, void and without effect, shall cause a reversion of title to the OwnerBorrower, and shall be ineffective to relieve the Owner Borrower of its obligations under this Regulatory Agreement. Nothing in this Section shall affect any provision of any other document or instrument between the Owner Borrower and any other party that which requires the Owner Borrower to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. The written consent of the Governmental Lender to any transfer of the Project shall constitute conclusive evidence that the transfer is not in violation of this Section 12. Upon any sale or other transfer that which complies with this Regulatory Agreement, the Owner Borrower shall be fully and automatically released from its obligations hereunder to the extent such obligations have been fully assumed in writing by the transferee of the Project. Except as otherwise provided herein, any Any transfer of the Project to any entity, whether or not affiliated with the OwnerBorrower, shall be subject to the provisions of this Section 12, except as provided immediately below. Interests in the Owner may not be transferred without the prior written that no consent of the Issuer Governmental Lender shall be required in the case of any transfer of the Project to a general partner of the Borrower or an affiliate of a general partner of the Borrower if any applicable conditions set forth in the Borrower Loan Agreement and any conditions set forth in the Security Instrument are satisfied and, in any event, the Borrower notifies the Governmental Lender in writing of any such transfer. Notwithstanding anything contained in this Section 12 to the contrary, neither the consent of the Governmental Lender nor the delivery of items (which A) through (F) of the preceding paragraph shall be required in the case of (a) the execution, delivery and recordation by Borrower of any mortgage or deed of trust encumbering all or any part of the Project, or (b) a foreclosure or deed in lieu of foreclosure by the Bank whereby the Bank or a purchaser at a foreclosure sale becomes the owner of the Project, and nothing contained in this Section 12 shall otherwise affect the right of the Bank or a purchaser at a foreclosure sale to foreclose on the Project or to accept a deed in lieu of foreclosure. The Governmental Lender’s consent otherwise required by item (A) of the preceding paragraph shall not be required in connection with any purchase of the Project by a partner of the Borrower as allowed for in the Borrower’s partnership agreement. In addition, the provisions of this Section 12 shall not apply to (i) the replacement of the managing general partner of the Borrower by an entity formed by or that is a subsidiary of the initial managing general partner of the Borrower, (ii) the withdrawal of any limited partner of the Borrower from its partnership, (iii) any transfer of limited partnership interests in the Borrower and the admission of a substitute limited partner, (iv) any transfer of direct or indirect interests in any limited partner of the Borrower, or (v) any transfer of interests pursuant to the provisions of the Borrower’s partnership agreement as in effect from time to time, including but not limited to the removal of a general partner of the Borrower and replacement thereof by an affiliate of a limited partner of the Borrower pursuant to the Borrower’s partnership agreement; provided, however, that the Governmental Lender shall receive notice from the Borrower of any transfer of general partner interests. For the Qualified Project Period, the Borrower shall not: (1) except pursuant to the provisions of this Regulatory Agreement, the Borrower Loan Agreement and the Security Instrument (and upon receipt by the Borrower of an opinion of Tax Counsel that such action will not be unreasonably withheldadversely affect the Tax-Exempt status of interest on the Tax-Exempt Notes), or except as follows:upon a sale, transfer or other disposition of the Project in accordance with the terms of this Regulatory Agreement, subordinate or encumber any of the Project or grant commercial leases (not including any laundry, cable, management office equipment, resident service (including but not limited to convenience vending, or satellite television) or similar or related leases) of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project (except for apartment leases); (2) demolish any part of the Project or substantially subtract from any real or personal property of the Project, except to the extent that what is removed is replaced with comparable property; or (3) permit the use of the dwelling accommodations of the Project for any purpose except rental residences.

Sale or Transfer of the Project. For The Owner intends to hold the Qualified Project Periodfor its own account, the Owner shall not, except as provided below, has no current plans to sell, transfer or otherwise voluntarily dispose of the Project, (except in whole accordance with the Purchase Option Agreement and Right of First Refusal Agreement described in the Partnership Agreement), and, except as otherwise provided herein, hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project, or any portion thereof (other than for individual tenant use as contemplated hereunder or pursuant to the aforementioned Purchase Option Agreement and Right of First Refusal Agreement) or interest therein, including any interest in partthe Owner, without obtaining the prior written consent of the Governmental Lender and the Fiscal AgentCity, which consent shall not be unreasonably withheld withheld, and receipt by the City of (i) evidence satisfactory to the City that the Owner’s purchaser or delayed if transferee has assumed in writing and in full, the following conditions Owner’s duties and obligations under this Regulatory Agreement, (ii) an opinion of counsel of the transferee that the transferee has duly assumed the obligations of the Owner under this Regulatory Agreement and that such obligations and this Regulatory Agreement are satisfied: binding on the transferee, (Aiii) the Governmental Lender and the Fiscal Agent have received evidence, reasonably evidence acceptable to the Governmental Lender and the Fiscal Agent, City that (1) the Owner shall not be in default hereunder or under the Borrower Loan Agreement (which may be evidenced by a Certificate of Continuing Program Compliance) or the purchaser or assignee undertakes to cure any defaults of the Owner to the reasonable satisfaction of the Governmental Lender; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (aA) the purchaser or assignee or its property manager has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, in the City such as the Project without any record of material violations of discrimination restrictions or other State state or federal laws or regulations or local governmental requirements applicable to such projects, or (bB) the purchaser or assignee agrees to retain a property management firm with the experience and record described in subclause subparagraph (aA) above, above or (cC) the transferring Owner or its management company will continue to manage the Project for at least one year following such transfer and during such period will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (4) the person or entity which is to acquire the Project does not have pending against it, and does not have a history of significant and material building code violations or complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, State or federal regulatory agencies; (B) the execution by if the purchaser or assignee of any document reasonably requested by does not have management experience, the Governmental Lender or City may cause the Fiscal Agent with respect Program Administrator to provide on-site training in program compliance if the City determines such training is necessary, (iv) evidence satisfactory to the assumption City that no event of the Owner’s obligations default exists under this Regulatory Agreement and, if the Governmental Lender Note is outstanding at the time of transferAgreement, the Borrower Loan Agreement, including without limitation an instrument of assumption hereof and thereofAgreement or any document related to the Borrower Loan, and delivery to payment of all fees and expenses of the Governmental Lender City and the Fiscal Agent due under any of such documents is current, and (v) an opinion of such purchaser or assignee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such purchaser or assignee, subject to bankruptcy and other standard limitations affecting creditor’s rights; (C) receipt by the Governmental Lender of an opinion of Bond Tax Counsel to the effect that any such saletransfer will not, transfer or other disposition will not adversely affect the Tax-Exempt status of in itself, cause interest on the Governmental Lender Note; and (D) receipt by Note to become includable in the Governmental Lender and Fiscal Agent gross income of all fees and/or expenses then currently due and payable the recipients thereof for federal income tax purposes except to the Governmental Lender and Fiscal Agentextent held by a “substantial user” of the Project or a “related person” within the meaning of Section 147(a) of the Code. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12, other than pursuant to a foreclosure or deed in lieu of foreclosure following a default under the Borrower Loan Agreement, 11 shall be null, void and without effect, shall cause a reversion of title to the Owner, and shall be ineffective to relieve the Owner of its obligations under this Regulatory Agreement. Nothing in this Section 11 shall affect any provision of any other document or instrument between the Owner and any other party that which requires the Owner to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. The written consent Not less than sixty (60) days prior to consummating any sale, transfer or disposition of any interest in the Governmental Lender to any transfer of the Project shall constitute conclusive evidence that the transfer is not in violation of this Section 12. Upon any sale or other transfer that complies with this Regulatory AgreementProject, the Owner shall be fully released from its obligations hereunder deliver to the extent such obligations have been fully assumed City a notice in writing by explaining the transferee nature of the Projectproposed transfer and providing relevant information regarding the proposed transfer. Except as otherwise provided hereinNotwithstanding the foregoing, any transfer of the Project to any entity, whether or not affiliated with the Owner, shall be subject to the provisions of this Section 12, except as provided immediately below. Interests 11 shall not apply to the transfer of all or any portion of (a) the limited partner interest of the Investor Limited Partner in the Owner (which is instead subject to the term of Section 6(i), and (b) the General Partner interest to an affiliate of the General Partner. The foregoing notwithstanding, the Project may not be transferred pursuant to a foreclosure, exercise of power of sale or deed in lieu of foreclosure or comparable conversion under the Deed of Trust without the prior written consent of the Issuer (which consent will not be unreasonably withheld), except as follows:City or compliance with the provisions of this Section 11.

Sale or Transfer of the Project. For The Owner intends to hold the Qualified Project Periodfor its own account, the Owner shall not, except as provided below, has no current plans to sell, transfer or otherwise voluntarily dispose of the Project, (except in whole accordance with the Purchase Option Agreement and Right of First Refusal Agreement described in the Partnership Agreement) and, except as otherwise provided herein, hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project, or any portion thereof (other than for individual tenant use as contemplated hereunder or pursuant to the aforementioned Purchase Option Agreement and Right of First Refusal Agreement) or interest therein, including any interest in partthe Owner, without obtaining the prior written consent of the Governmental Lender and the Fiscal AgentCity, which consent shall not be unreasonably withheld withheld, and receipt by the City of (i) evidence satisfactory to the City that the Owner’s purchaser or delayed if transferee has assumed in writing and in full, the following conditions Owner’s duties and obligations under this Regulatory Agreement, (ii) an opinion of counsel of the transferee that the transferee has duly assumed the obligations of the Owner under this Regulatory Agreement and that such obligations and this Regulatory Agreement are satisfied: binding on the transferee, (Aiii) the Governmental Lender and the Fiscal Agent have received evidence, reasonably evidence acceptable to the Governmental Lender and the Fiscal Agent, City that (1) the Owner shall not be in default hereunder or under the Borrower Loan Agreement (which may be evidenced by a Certificate of Continuing Program Compliance) or the purchaser or assignee undertakes to cure any defaults of the Owner to the reasonable satisfaction of the Governmental Lender; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (aA) the purchaser or assignee or its property manager has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, in the City such as the Project without any record of material violations of discrimination restrictions or other State state or federal laws or regulations or local governmental requirements applicable to such projects, or (bB) the purchaser or assignee agrees to retain a property management firm with the experience and record described in subclause subparagraph (aA) above, above or (cC) the transferring Owner or its management company will continue to manage the Project for at least one year following such transfer and during such period will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (4) the person or entity which is to acquire the Project does not have pending against it, and does not have a history of significant and material building code violations or complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, State or federal regulatory agencies; (B) the execution by if the purchaser or assignee does not have management experience, the City may cause the Program Administrator to provide on-site training in program compliance if the City determines such training is necessary, (iv) evidence satisfactory to the City that no event of default exists under this Regulatory Agreement, the Project Loan Agreement or any document reasonably requested by related to the Governmental Lender or Project Loan, and payment of all fees and expenses of the City and the Fiscal Agent with respect to the assumption due under any of the Owner’s obligations under this Regulatory Agreement and, if the Governmental Lender Note such documents is outstanding at the time of transfer, the Borrower Loan Agreement, including without limitation an instrument of assumption hereof and thereofcurrent, and delivery to the Governmental Lender of (v) an opinion of such purchaser or assignee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such purchaser or assignee, subject to bankruptcy and other standard limitations affecting creditor’s rights; (C) receipt by the Governmental Lender of an opinion of Bond Tax Counsel to the effect that any such saletransfer will not, transfer or other disposition will not adversely affect in itself, cause interest on the Tax-Exempt status Note to become includable in the gross income of interest on the Governmental Lender Note; and (D) receipt by the Governmental Lender and Fiscal Agent of all fees and/or expenses then currently due and payable recipients thereof for federal income tax purposes except to the Governmental Lender and Fiscal Agentextent held by a “substantial user” of the Project or a “related person” within the meaning of Section 147(a) of the Code. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12, other than pursuant to a foreclosure or deed in lieu of foreclosure following a default under the Borrower Loan Agreement, 11 shall be null, void and without effect, shall cause a reversion of title to the Owner, and shall be ineffective to relieve the Owner of its obligations under this Regulatory Agreement. Nothing in this Section 11 shall affect any provision of any other document or instrument between the Owner and any other party that which requires the Owner to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. The written consent Not less than sixty (60) days prior to consummating any sale, transfer or disposition of any interest in the Governmental Lender to any transfer of the Project shall constitute conclusive evidence that the transfer is not in violation of this Section 12. Upon any sale or other transfer that complies with this Regulatory AgreementProject, the Owner shall be fully released from its obligations hereunder deliver to the extent such obligations have been fully assumed City a notice in writing by explaining the transferee nature of the Projectproposed transfer and providing relevant information regarding the proposed transfer. Except as otherwise provided hereinNotwithstanding the foregoing, any transfer of the Project to any entity, whether or not affiliated with the Owner, shall be subject to the provisions of this Section 12, except as provided immediately below. Interests 11 shall not apply to the transfer of all or any portion of (a) the limited partner interest of the Investor Limited Partner in the Owner (which is instead subject to the term of Section 6(i), and (b) any General Partner interest to an affiliate of BRIDGE Housing Corporation. The foregoing notwithstanding, the Project may not be transferred pursuant to a foreclosure, exercise of power of sale or assignment of the leasehold interest in the Project in lieu of foreclosure or comparable conversion under the Deed of Trust without the prior written consent of the Issuer (which consent will not be unreasonably withheld), except as follows:City or compliance with the provisions of this Section 11.

Sale or Transfer of the Project. ﷒ For the Qualified Project Period, the Owner shall not, except as provided below, sell, transfer or otherwise voluntarily dispose of the Project, in whole or in part, without the prior written consent of the Governmental Lender and the Fiscal AgentIssuer, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: (A) the Governmental Lender and the Fiscal Agent Issuer shall have received evidence, reasonably acceptable to the Governmental Lender and the Fiscal AgentIssuer, that (1) the Owner shall not be in default hereunder or under the Borrower Loan Agreement (which may be evidenced by a Certificate of Continuing Program Compliance) or the purchaser or assignee undertakes to cure any defaults of the Owner to the reasonable satisfaction of the Governmental LenderIssuer; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (a) the purchaser or assignee or its property manager has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other State or federal laws or regulations or local governmental requirements applicable to such projects, or (b) the purchaser or assignee agrees to retain a property management firm with the experience and record described in subclause (a) above, or (c) the transferring Owner or its management company will continue to manage the Project for at least one year following such transfer and during such period will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (4) the person or entity which is to acquire the Project does not have pending against it, and does not have a history of significant and material building code violations or complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, State or federal regulatory agencies; (B) the execution by the purchaser or assignee of any document reasonably requested by the Governmental Lender or the Fiscal Agent Issuer with respect to the assumption of the Owner’s obligations under this Regulatory Agreement and, if the Governmental Lender Note is Bonds are outstanding at the time of transfer, the Borrower Loan Agreement, including without limitation an instrument of assumption hereof and thereof, and delivery to the Governmental Lender Issuer of an opinion of such purchaser or assignee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such purchaser or assignee, subject to bankruptcy and other standard limitations affecting creditor’s rights; (C) receipt by the Governmental Lender Issuer of an opinion of Bond Counsel to the effect that any such sale, transfer or other disposition will not adversely affect the Tax-Exempt status of interest on the Governmental Lender NoteBonds; and (D) receipt by the Governmental Lender Issuer and Fiscal Agent Trustee of all fees and/or expenses then currently due and payable to the Governmental Lender Issuer and Fiscal Agent. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12, other than pursuant to a foreclosure or deed in lieu of foreclosure following a default under the Borrower Loan Agreement, shall be null, void and without effect, cause a reversion of title to the Owner, and be ineffective to relieve the Owner of its obligations under this Regulatory Agreement. Nothing in this Section shall affect any provision of any other document or instrument between the Owner and any other party that requires the Owner to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the ProjectTrustee. The written consent of the Governmental Lender Issuer to any transfer of the Project shall constitute conclusive evidence that the transfer is not in violation of this Section 12. Upon any sale or other transfer that complies with this Regulatory Agreement, the Owner shall be fully released from its obligations hereunder to the extent such obligations have been fully assumed in writing by the transferee of the Project. Except as otherwise provided herein, any transfer of the Project to any entity, whether or not affiliated with the Owner, shall be subject to the provisions of this Section 12, except as provided immediately below. Interests in the Owner may not be transferred without the prior written consent of the Issuer (which consent will not be unreasonably withheld)Issuer, except as follows:

Sale or Transfer of the Project. For The Owner hereby covenants and agrees not to voluntar- ily (which term shall not be interpreted to include the Qualified Project Period, granting by the Owner shall not, except as provided below, of a deedinlieu of foreclosure or any transferee due to foreclosure) sell, transfer or otherwise voluntarily dispose of the Project, in whole or in partany portion thereof (other than for individual resident use), without obtaining the prior written consent of the Governmental Lender and the Fiscal AgentCity, which consent shall not be unreasonably withheld or delayed by the City and shall be given by the City if the following conditions are satisfied: (A) the Governmental Lender and the Fiscal Agent have received evidence, reasonably acceptable to the Governmental Lender and the Fiscal Agent, that (1) the Owner shall not be in default hereunder or under the Borrower Loan Agreement (which may be evidenced by a Certificate of Continuing Program Compliance) or the a)the purchaser or assignee undertakes to cure any defaults of the Owner to the reasonable satisfaction of the Governmental Lender; (2) assignees shall certify that the continued operation of the Project shall comply with the provisions of this Regulatory Agreement and the Loan Agreement; (3) either (a) b)the City receives evidence reasonably satisfactory to the City that the purchaser or assignee or its property manager has at least three years’ experience in shall be willing and capable of complying with the ownership, operation terms and management conditions of similar size rental housing projects, this Agreement and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other State or federal laws or regulations or local governmental requirements applicable to such projects, or Loan Agreement; (b) the c)the purchaser or assignee agrees to retain a property management firm with the experience and record described in subclause (a) above, or (c) the transferring Owner or its management company will continue to manage the Project for at least one year following such transfer and during such period will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (4) the person or entity which is to acquire the Project does not have pending against it, and does not have a history of significant and material building code violations or complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, State or federal regulatory agencies; (B) the execution by the purchaser or assignee of executes any document reasonably requested by the Governmental Lender or City and the Fiscal Agent Owner with respect to the assumption of the PAC's and Owner’s 's obligations under this Regulatory Agreement and, if and the Governmental Lender Note is outstanding at the time of transfer, the Borrower Loan Agreement, including including, without limitation limitation, an instrument of assumption hereof and thereofhereof, and delivery delivers to the Governmental Lender of City an opinion of such purchaser or assignee’s counsel for the transferee to the effect that each such document and this Regulatory Agreement and the Loan Agreement are valid, binding and enforceable obligations of such purchaser or assignee, subject to bankruptcy and other standard limitations affecting creditor’s rights; (C) receipt by the Governmental Lender of an opinion of Bond Counsel to the effect that any such sale, transfer or other disposition will not adversely affect the Tax-Exempt status of interest on the Governmental Lender Note; and (D) receipt d)such other conditions are met as the City may reasonably impose to assure compliance by the Governmental Lender Project with the requirements of this Agreement and Fiscal Agent of all fees and/or expenses then currently due and payable to the Governmental Lender and Fiscal AgentLoan Agreement. It Except as provided in Section5.02 hereof, it is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12, other than pursuant to a foreclosure or deed in lieu of foreclosure following a default under the Borrower Loan Agreement, Section5.01 shall be null, void and without effect, shall cause a reversion of title to the Owner, and shall be ineffective to relieve the PAC and the Owner of its their respective obligations under this Regulatory Agreement. Nothing in this Section shall affect any provision of any other document or instrument between the Owner and any other party that requires the Owner to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. The written consent of the Governmental Lender to any transfer of the Project shall constitute conclusive evidence that the transfer is not in violation of this Section 12. Upon any sale or other transfer that which complies with this Regulatory Agreement, the Owner and the PAC shall be fully released from its obligations hereunder hereunder, to the extent such obligations have been fully assumed in writing by the transferee of the Project, without the necessity of further documenta- tion. Except as otherwise provided herein, any Any transfer of the Project to any entity, whether or not affiliated with the OwnerOwner or the PAC, shall be subject to the provisions of this Section 12Section5.01 and, except as provided immediately below. Interests while any Bonds remain Outstanding under the Indenture, the terms and conditions set forth in the Owner may not be transferred without Mortgage, the prior written consent of Loan Agreement and the Issuer (which consent will not be unreasonably withheld), except as follows:Insurance Agreement.

Sale or Transfer of the Project. For the Qualified Project Period, the Owner Borrower shall not, except as provided belowbelow and in accordance with the Loan Agreement and the Deed of Trust, sell, transfer or otherwise voluntarily dispose of the Project, in whole or in part, without the prior written consent of the Governmental Lender and the Fiscal AgentIssuer, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfiedgiven as promptly as practicable following: (A) the Governmental Lender and receipt by the Fiscal Agent have received evidence, reasonably Issuer of evidence acceptable to the Governmental Lender and the Fiscal Agent, Issuer that (1) the Owner Borrower shall not be in default hereunder or under the Borrower Loan Agreement (which may be evidenced by a Certificate certificate of Continuing Program Compliancethe Borrower) or the purchaser or assignee undertakes to cure any defaults of the Owner Borrower to the reasonable satisfaction of the Governmental LenderIssuer; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (a) the purchaser or assignee or its property manager has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other State state or federal laws or regulations or local governmental government requirements applicable to such projects, or (b) the purchaser or assignee agrees to retain a property management firm with the experience and record described in subclause (a) above, or (c) the transferring Owner Borrower or its management company will continue to manage the Project for at least one year following such transfer and during such period will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (4) the person or entity which is to acquire the Project does not have pending against it, and does not have a history of significant and material of, building code violations or significant and material complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, State state or federal regulatory agencies; (B) the execution by the purchaser or assignee of any document reasonably requested by the Governmental Lender or the Fiscal Agent Issuer with respect to the assumption of the OwnerBorrower’s obligations under this Regulatory Agreement and, if and the Governmental Lender Note is outstanding at the time of transfer, the Borrower Loan Agreement, including without limitation an instrument of assumption hereof and thereofhereof, and delivery to the Governmental Lender Issuer of an opinion of such purchaser or assignee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such purchaser or assignee, subject to bankruptcy and other standard limitations affecting creditor’s rights; (C) receipt by the Governmental Lender Issuer of an opinion of Bond Counsel addressed to the Issuer and the Bondowner Representative to the effect that any such sale, transfer or other disposition will not adversely affect the Tax-Exempt status of interest on the Governmental Lender NoteBonds; and (D) receipt by the Governmental Lender Issuer and Fiscal Agent Bondowner Representative of all fees and/or expenses then currently due and payable to the Governmental Lender Issuer and Fiscal AgentBondowner Representative; and (E) satisfaction of such other conditions or matters as are set forth in the Loan Agreement and the Deed of Trust. The Issuer hereby consents to a transfer of the Project by the Borrower to its general partner or its affiliate, if the Issuer receives the documents listed in the preceding sentence. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12, other than pursuant to a foreclosure or deed in lieu of foreclosure following a default under the Borrower Loan Agreement, 12 shall be null, void and without effect, shall cause a reversion of title to the OwnerBorrower, and shall be ineffective to relieve the Owner Borrower of its obligations under this Regulatory Agreement. Nothing in this Section shall affect any provision of any other document or instrument between the Owner Borrower and any other party that which requires the Owner Borrower to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. The written consent of the Governmental Lender to any transfer of the Project shall constitute conclusive evidence that the transfer is not in violation of this Section 12. Upon any sale or other transfer that which complies with this Regulatory Agreement, the Owner Borrower shall be fully and automatically released from its obligations hereunder to the extent such obligations have been fully assumed in writing by the transferee of the Project. Except as otherwise provided herein, any Any transfer of the Project to any entity, whether or not affiliated with the OwnerBorrower, shall be subject to the provisions of this Section 12, except as provided immediately below. Interests in the Owner may not be transferred without the prior written that no consent of the Issuer shall be required in the case of any transfer of the Project to a wholly owned subsidiary of the Borrower if any applicable conditions set forth in the Loan Agreement and any conditions set forth in the Deed of Trust are satisfied. Notwithstanding anything contained in this Section 12 to the contrary, neither the consent of the Issuer nor the delivery of items (which A) through (E) of the preceding paragraph shall be required in the case of (a) the execution, delivery and recordation by Borrower of any mortgage or deed of trust encumbering all or any part of the Project, or (b) a foreclosure or deed in lieu of foreclosure by the Bondowner Representative whereby the Bondowner Representative or a purchaser at a foreclosure sale becomes the owner of the Project, and nothing contained in this Section 12 shall otherwise affect the right of the Bondowner Representative or a purchaser at a foreclosure sale to foreclose on the Project or to accept a deed in lieu of foreclosure. The Issuerʹs consent will otherwise required by the preceding paragraph shall not be unreasonably withheld)required in connection with any purchase of the Project by a partner of the Borrower as allowed for in the Borrowerʹs partnership agreement, except as follows:or a sale or transfer of the Project to any wholly owned subsidiary of Eden Housing, Inc. In addition, the provisions of this Section 12 shall not apply to

Sale or Transfer of the Project. For the Qualified Project Period, the Owner Borrower shall not, except as provided belowbelow and in accordance with the Borrower Loan Agreement and the Security Instrument, sell, transfer or otherwise voluntarily dispose of the Project, in whole or in part, without the prior written consent of the Governmental Lender and the Fiscal AgentLender, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfiedgiven as promptly as practicable following: (A) the receipt by the Governmental Lender and the Fiscal Agent have received evidence, reasonably of evidence acceptable to the Governmental Lender and the Fiscal Agent, that (1) the Owner Borrower shall not be in default hereunder hereunder, under the Other Regulatory Agreement or under the Borrower Loan Agreement (which may be evidenced by a Certificate certificate of Continuing Program Compliancethe Borrower) or the purchaser or assignee undertakes to cure any defaults of the Owner Borrower to the reasonable satisfaction of the Governmental Lender; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (a) the purchaser or assignee or its property manager has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other State state or federal laws or regulations or local governmental government requirements applicable to such projects, or (b) the purchaser or assignee agrees to retain a property management firm with the experience and record described in subclause (a) above, or (c) the transferring Owner Borrower or its management company will continue to manage the Project for at least one year following such transfer and during such period will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (4) the person or entity which is to acquire the Project does not have pending against it, and does not have a history of significant and material of, building code violations or significant and material complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, State state or federal regulatory agencies; (B) the execution by the purchaser or assignee of any document reasonably requested by the Governmental Lender or the Fiscal Agent with respect to the assumption of the OwnerBorrower’s obligations under this Regulatory Agreement and, if the Governmental Lender Note is outstanding at the time of transfer, and the Borrower Loan Agreement, including without limitation an instrument of assumption hereof and thereofhereof, and delivery to the Governmental Lender of an opinion of such purchaser or assignee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such purchaser or assignee, subject to bankruptcy and other standard limitations affecting creditor’s rights; (C) receipt by the Governmental Lender of an opinion of Bond Tax Counsel addressed to the Governmental Lender and the Funding Lender to the effect that any such sale, transfer or other disposition will not adversely affect the Tax-Exempt status of interest on the Governmental Lender Note; and (D) receipt by the Governmental Lender and Fiscal Agent Funding Lender of all fees and/or expenses then currently due and payable to the Governmental Lender and Fiscal AgentFunding Lender; (E) satisfaction of such other conditions or matters as are set forth in the Borrower Loan Agreement and the Security Instrument; (F) the Other Project shall be transferred coterminously with the transfer of the Project, to the same transferee; and (G) such other conditions are met as the Governmental Lender may reasonably impose. The Governmental Lender hereby consents to a transfer of the Project by the Borrower to its general partner or its affiliate, if the Governmental Lender receives the documents listed in the preceding sentence. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12, other than pursuant to a foreclosure or deed in lieu of foreclosure following a default under the Borrower Loan Agreement, 12 shall be null, void and without effect, shall cause a reversion of title to the OwnerBorrower, and shall be ineffective to relieve the Owner Borrower of its obligations under this Regulatory Agreement. Nothing in this Section shall affect any provision of any other document or instrument between the Owner Borrower and any other party that which requires the Owner Borrower to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. The written consent of the Governmental Lender to any transfer of the Project shall constitute conclusive evidence that the transfer is not in violation of this Section 12. Upon any sale or other transfer that which complies with this Regulatory Agreement, the Owner Borrower shall be fully and automatically released from its obligations hereunder to the extent such obligations have been fully assumed in writing by the transferee of the Project. Except as otherwise provided herein, any Any transfer of the Project to any entity, whether or not affiliated with the OwnerBorrower, shall be subject to the provisions of this Section 12, except as provided immediately below. Interests in the Owner may not be transferred without the prior written that no consent of the Issuer Governmental Lender shall be required in the case of any transfer of the Project to a general partner of the Borrower or an affiliate of a general partner of the Borrower if any applicable conditions set forth in the Borrower Loan Agreement and any conditions set forth in the Security Instrument are satisfied and, in any event, the Borrower notifies the Governmental Lender in writing of any such transfer. Notwithstanding anything contained in this Section 12 to the contrary, neither the consent of the Governmental Lender nor the delivery of items (which A) through (F) of the preceding paragraph shall be required in the case of (a) the execution, delivery and recordation by Borrower of any mortgage or deed of trust encumbering all or any part of the Project, or (b) a foreclosure or deed in lieu of foreclosure by the Funding Lender whereby the Funding Lender or a purchaser at a foreclosure sale becomes the owner of the Project, and nothing contained in this Section 12 shall otherwise affect the right of the Funding Lender or a purchaser at a foreclosure sale to foreclose on the Project or to accept a deed in lieu of foreclosure. The Governmental Lender’s consent will otherwise required by item (A) of the preceding paragraph shall not be unreasonably withheld)required in connection with any purchase of the Project by a partner of the Borrower as allowed for in the Borrower’s partnership agreement. In addition, except as follows:the provisions of this Section 12 shall not apply to (i) the replacement of the managing general partner of the Borrower by an entity formed by or that is a subsidiary of the initial managing general partner of the Borrower, (ii) the withdrawal of any limited partner of the Borrower from its partnership,

Sale or Transfer of the Project. For the Qualified Project Period, the Owner Borrower shall not, except as provided belowbelow and in accordance with the Loan Agreement and the Deed of Trust, sell, transfer or otherwise voluntarily dispose of the Project, in whole or in part, without the prior written consent of the Governmental Lender and the Fiscal AgentIssuer, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfiedgiven as promptly as practicable following: (A) the Governmental Lender and receipt by the Fiscal Agent have received evidence, reasonably Issuer of evidence acceptable to the Governmental Lender and the Fiscal Agent, Issuer that (1) the Owner Borrower shall not be in default hereunder or under the Borrower Loan Agreement (which may be evidenced by a Certificate certificate of Continuing Program Compliancethe Borrower) or the purchaser or assignee undertakes to cure any defaults of the Owner Borrower to the reasonable satisfaction of the Governmental LenderIssuer; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (a) the purchaser or assignee or its property manager has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other State state or federal laws or regulations or local governmental government requirements applicable to such projects, or (b) the purchaser or assignee agrees to retain a property management firm with the experience and record described in subclause (a) above, or (c) the transferring Owner Borrower or its management company will continue to manage the Project for at least one year following such transfer and during such period will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (4) the person or entity which is to acquire the Project does not have pending against it, and does not have a history of significant and material of, building code violations or significant and material complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, State state or federal regulatory agencies; (B) the execution by the purchaser or assignee of any document reasonably requested by the Governmental Lender or the Fiscal Agent Issuer with respect to the assumption of the OwnerBorrower’s obligations under this Regulatory Agreement and, if and the Governmental Lender Note is outstanding at the time of transfer, the Borrower Loan Agreement, including without limitation an instrument of assumption hereof and thereofhereof, and delivery to the Governmental Lender Issuer of an opinion of such purchaser or assignee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such purchaser or assignee, subject to bankruptcy and other standard limitations affecting creditor’s rights; (C) receipt by the Governmental Lender Issuer of an opinion of Bond Counsel addressed to the Issuer and the Bondowner Representative to the effect that any such sale, transfer or other disposition will not adversely affect the Tax-Exempt status of interest on the Governmental Lender NoteBonds; and (D) receipt by the Governmental Lender Issuer and Fiscal Agent Bondowner Representative of all fees and/or expenses then currently due and payable to the Governmental Lender Issuer and Fiscal AgentBondowner Representative; and (E) satisfaction of such other conditions or matters as are set forth in the Loan Agreement and the Deed of Trust. The Issuer hereby consents to a transfer of the Project by the Borrower to its general partner or its affiliate, if the Issuer receives the documents listed in the preceding sentence. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12, other than pursuant to a foreclosure or deed in lieu of foreclosure following a default under the Borrower Loan Agreement, 12 shall be null, void and without effect, shall cause a reversion of title to the OwnerBorrower, and shall be ineffective to relieve the Owner Borrower of its obligations under this Regulatory Agreement. Nothing in this Section shall affect any provision of any other document or instrument between the Owner Borrower and any other party that which requires the Owner Borrower to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. The written consent of the Governmental Lender to any transfer of the Project shall constitute conclusive evidence that the transfer is not in violation of this Section 12. Upon any sale or other transfer that which complies with this Regulatory Agreement, the Owner Borrower shall be fully and automatically released from its obligations hereunder to the extent such obligations have been fully assumed in writing by the transferee of the Project. Except as otherwise provided herein, any Any transfer of the Project to any entity, whether or not affiliated with the OwnerBorrower, shall be subject to the provisions of this Section 12, except as provided immediately below. Interests in the Owner may not be transferred without the prior written that no consent of the Issuer shall be required in the case of any transfer of the Project to a wholly owned subsidiary of the Borrower if any applicable conditions set forth in the Loan Agreement and any conditions set forth in the Deed of Trust are satisfied. Notwithstanding anything contained in this Section 12 to the contrary, neither the consent of the Issuer nor the delivery of items (which consent A) through (E) of the preceding paragraph shall be required in the case of (a) the execution, delivery and recordation by Xxxxxxxx of any mortgage or deed of trust encumbering all or any part of the Project, or (b) a foreclosure or deed in lieu of foreclosure by the Bondowner Representative whereby the Bondowner Representative or a purchaser at a foreclosure sale becomes the owner of the Project, and nothing contained in this Section 12 shall otherwise affect the right of the Bondowner Representative or a purchaser at a foreclosure sale to foreclose on the Project or to accept a deed in lieu of foreclosure. In addition, the provisions of this Section 12 shall not apply to (i) the replacement of the initial managing general partner of the Borrower by an entity formed by or that is a subsidiary of the initial managing general partner of the Borrower, (ii) any transfer of limited partnership interest in the Borrower, (iii) any transfer of interests in any limited partner of the Borrower, or (iv) any transfer of interests pursuant to the provisions of the Borrower’s partnership agreement as in effect from time to time, including but not limited to the removal of a general partner of the Borrower and replacement thereof by an affiliate of a limited partner of the Borrower. For the Qualified Project Period, the Borrower shall not: (1) except pursuant to the provisions of this Regulatory Agreement, the Loan Agreement and the Deed of Trust (and upon receipt by the Borrower of an opinion of Bond Counsel that such action will not be unreasonably withheldadversely affect the Tax-Exempt status of interest on the Bonds), permit the conveyance or transfer of any part of the Project; (2) demolish any part of the Project or substantially subtract from any real or personal property of the Project, except as follows:to the extent that what is removed is replaced with comparable property; or (3) permit the use of the dwelling accommodations of the Project for any purpose except rental residences.

Sale or Transfer of the Project. For the Qualified Project Period, the Owner Borrower shall not, except as provided belowbelow and in accordance with the Borrower Loan Agreement and the Security Instrument, sell, transfer or otherwise voluntarily dispose of the Project, in whole or in part, without the prior written consent of the Governmental Lender and the Fiscal AgentLender, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfiedgiven as promptly as practicable following: (A) the receipt by the Governmental Lender and the Fiscal Agent have received evidence, reasonably of evidence acceptable to the Governmental Lender and the Fiscal Agent, that (1) the Owner Borrower shall not be in default hereunder or under the Borrower Loan Agreement (which may be evidenced by a Certificate certificate of Continuing Program Compliancethe Borrower) or the purchaser or assignee undertakes to cure any defaults of the Owner Borrower to the reasonable satisfaction of the Governmental Lender; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (a) the purchaser or assignee or its property manager has at least three years’ experience in the ownership, operation and management of similar size size, rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing contained below-market-rate units, without any record of material violations of discrimination restrictions or other State state or federal laws or regulations or local governmental government requirements applicable to such projects, or (b) the purchaser or assignee agrees to retain a property management firm with the experience and record described in subclause (a) above, or (c) the transferring Owner Borrower or its management company will continue to manage the Project for at least one year following such transfer and during such period will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (4) the person or entity which is to acquire the Project does not have pending against it, and does not have a history of significant and material of, building code violations or significant and material complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, State state or federal regulatory agencies; (B) the execution by the purchaser or assignee of any document reasonably requested by the Governmental Lender or the Fiscal Agent with respect to the assumption of the OwnerBorrower’s obligations under this Regulatory Agreement and, if the Governmental Lender Note is outstanding at the time of transfer, and the Borrower Loan Agreement, including without limitation an instrument of assumption hereof and thereofhereof, and delivery to the Governmental Lender of an opinion of such purchaser or assignee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such purchaser or assignee, subject to bankruptcy and other standard limitations affecting creditor’s rights; (C) receipt by the Governmental Lender of an opinion of Bond Tax Counsel addressed to the Governmental Lender and the Funding Lender to the effect that any such sale, transfer or other disposition will not adversely affect the Tax-Exempt status of interest on the Governmental Lender Note; and (D) receipt by the Governmental Lender and Fiscal Agent Funding Lender of all fees and/or expenses then currently due and payable to the Governmental Lender and Fiscal AgentFunding Lender; (E) satisfaction of such other conditions or matters as are set forth in the Borrower Loan Agreement and the Security Instrument; and (F) such other conditions are met as the Governmental Lender may reasonably impose. The Governmental Lender hereby consents to a transfer of the Project by the Borrower to its general partner or its affiliate, if the Governmental Lender receives the documents listed in the preceding sentence. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12, other than pursuant to a foreclosure or deed in lieu of foreclosure following a default under the Borrower Loan Agreement, 12 shall be null, void and without effect, shall cause a reversion of title to the OwnerBorrower, and shall be ineffective to relieve the Owner Borrower of its obligations under this Regulatory Agreement. Nothing in this Section shall affect any provision of any other document or instrument between the Owner Borrower and any other party that which requires the Owner Borrower to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. The written consent of the Governmental Lender to any transfer of the Project shall constitute conclusive evidence that the transfer is not in violation of this Section 12. Upon any sale or other transfer that which complies with this Regulatory Agreement, the Owner Borrower shall be fully and automatically released from its obligations hereunder to the extent such obligations have been fully assumed in writing by the transferee of the Project. Except as otherwise provided herein, any Any transfer of the Project to any entity, whether or not affiliated with the OwnerBorrower, shall be subject to the provisions of this Section 12, except as provided immediately below. Interests in the Owner may not be transferred without the prior written that no consent of the Issuer Governmental Lender shall be required in the case of any transfer of the Project to a general partner of the Borrower or an affiliate of a general partner of the Borrower if any applicable conditions set forth in the Borrower Loan Agreement and any conditions set forth in the Security Instrument are satisfied and, in any event, the Borrower notifies the Governmental Lender in writing of any such transfer. Notwithstanding anything contained in this Section 12 to the contrary, neither the consent of the Governmental Lender nor the delivery of items (which A) through (F) of the preceding paragraph shall be required in the case of (a) the execution, delivery and recordation by Borrower of any mortgage or deed of trust encumbering all or any part of the Project, or (b) a foreclosure or deed in lieu of foreclosure by the Funding Lender whereby the Funding Lender or a purchaser at a foreclosure sale becomes the owner of the Project, and nothing contained in this Section 12 shall otherwise affect the right of the Funding Lender or a purchaser at a foreclosure sale to foreclose on the Project or to accept a deed in lieu of foreclosure. The Governmental Lender’s consent otherwise required by item (A) of the preceding paragraph shall not be required in connection with any purchase of the Project by a partner of the Borrower as allowed for in the Borrower’s partnership agreement. In addition, the provisions of this Section 12 shall not apply to (i) the replacement of the managing general partner of the Borrower by an entity formed by or that is a subsidiary of the initial managing general partner of the Borrower, (ii) the withdrawal of any limited partner of the Borrower from its partnership, (iii) any transfer of limited partnership interest in the Borrower and the admission of a substitute limited partner, (iv) any transfer of direct or indirect interests in any limited partner of the Borrower, or (v) any transfer of interests pursuant to the provisions of the Borrower’s partnership agreement as in effect from time to time, including but not limited to the removal of a general partner of the Borrower and replacement thereof by an affiliate of a limited partner of the Borrower pursuant to the Borrower’s partnership agreement; provided, however, that the Governmental Lender shall receive notice from the Borrower of any transfer of general partner interests. For the Qualified Project Period, the Borrower shall not: (1) except pursuant to the provisions of this Regulatory Agreement, the Borrower Loan Agreement and the Security Instrument (and upon receipt by the Borrower of an opinion of Tax Counsel that such action will not be unreasonably withheldadversely affect the Tax-Exempt status of interest on the Governmental Lender Note), or except as follows:upon a sale, transfer or other disposition of the Project in accordance with the terms of this Regulatory Agreement, subordinate or encumber any of the Project or grant commercial leases (not including any laundry, cable, management office equipment, resident service (including but not limited to convenience vending, or satellite television) or similar or related leases) of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project (except for apartment leases); (2) demolish any part of the Project or substantially subtract from any real or personal property of the Project, except to the extent that what is removed is replaced with comparable property; or (3) permit the use of the dwelling accommodations of the Project for any purpose except rental residences.

Sale or Transfer of the Project. ﷒ For the Qualified Project Period, the Owner shall not, except as provided below, sell, transfer or otherwise voluntarily dispose of the Project, in whole or in part, without the prior written consent of the Governmental Lender and the Fiscal AgentIssuer, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: (A) the Governmental Lender and the Fiscal Agent Issuer shall have received evidence, reasonably acceptable to the Governmental Lender and the Fiscal AgentIssuer, that (1) the Owner shall not be in default hereunder or under the Borrower Loan Agreement (which may be evidenced by a Certificate of Continuing Program Compliance) or the purchaser or assignee undertakes to cure any defaults of the Owner to the reasonable satisfaction of the Governmental LenderIssuer; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (a) the purchaser or assignee or its property manager has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other State or federal laws or regulations or local governmental requirements applicable to such projects, or (b) the purchaser or assignee agrees to retain a property management firm with the experience and record described in subclause (a) above, or (c) the transferring Owner or its management company or another management company reasonably acceptable to the Issuer will continue to manage the Project for at least one year following such transfer and during such period will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (4) the person or entity which is to acquire the Project does not have pending against it, and does not have a history of significant and material building code violations or complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, State or federal regulatory agencies; (B) the execution by the purchaser or assignee of any document reasonably requested by the Governmental Lender or the Fiscal Agent Issuer with respect to the assumption of the Owner’s obligations under this Regulatory Agreement and, if the Governmental Lender Note is Senior Issuer Notes and the Junior Bonds are outstanding at the time of transfer, the Borrower Loan Agreement, including without limitation an instrument of assumption hereof and thereof, and delivery to the Governmental Lender Issuer of an opinion of such purchaser or assignee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such purchaser or assignee, subject to bankruptcy and other standard limitations affecting creditor’s rights; (C) receipt by the Governmental Lender Issuer of an opinion of Bond Tax Counsel to the effect that any such sale, transfer or other disposition will not adversely affect the Tax-Exempt status of interest on the Governmental Lender NoteTax- Exempt Note and the Junior Bonds; and (D) receipt by the Governmental Lender Issuer and Fiscal Agent Agent/Trustee of all fees and/or expenses then currently due and payable to the Governmental Lender Issuer and Fiscal Agent. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12, other than pursuant to a foreclosure or deed in lieu of foreclosure following a default under the Borrower Loan Agreement, shall be null, void and without effect, cause a reversion of title to the Owner, and be ineffective to relieve the Owner of its obligations under this Regulatory Agreement. Nothing in this Section shall affect any provision of any other document or instrument between the Owner and any other party that requires the Owner to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. The written consent of the Governmental Lender to any transfer of the Project shall constitute conclusive evidence that the transfer is not in violation of this Section 12. Upon any sale or other transfer that complies with this Regulatory Agreement, the Owner shall be fully released from its obligations hereunder to the extent such obligations have been fully assumed in writing by the transferee of the Project. Except as otherwise provided herein, any transfer of the Project to any entity, whether or not affiliated with the Owner, shall be subject to the provisions of this Section 12, except as provided immediately below. Interests in the Owner may not be transferred without the prior written consent of the Issuer (which consent will not be unreasonably withheld), except as follows:/Trustee.

Sale or Transfer of the Project. For the Qualified Project Period, the Owner Borrower shall not, except as provided belowbelow and in accordance with the Loan Agreement and the Security Instrument, sell, transfer or otherwise voluntarily dispose of the Project, in whole or in part, without the prior written consent of the Governmental Lender and the Fiscal AgentIssuer, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfiedgiven as promptly as practicable following: (A) the Governmental Lender and receipt by the Fiscal Agent have received evidence, reasonably Issuer of evidence acceptable to the Governmental Lender and the Fiscal Agent, Issuer that (1) the Owner Borrower shall not be in default hereunder or under the Borrower Loan Agreement (which may be evidenced by a Certificate certificate of Continuing Program Compliancethe Borrower) or the purchaser or assignee undertakes to cure any defaults of the Owner Borrower to the reasonable satisfaction of the Governmental LenderIssuer; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (a) the purchaser or assignee or its property manager has at least three years’ experience in the ownership, operation and management of similar size size, rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing contained below-market-rate units, without any record of material violations of discrimination restrictions or other State state or federal laws or regulations or local governmental government requirements applicable to such projects, or (b) the purchaser or assignee agrees to retain a property management firm with the experience and record described in subclause (a) above, or (c) the transferring Owner Borrower or its management company will continue to manage the Project for at least one year following such transfer and during such period will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units and the Very Low Income Units; and (4) the person or entity which is to acquire the Project does not have pending against it, and does not have a history of significant and material of, building code violations or significant and material complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, State state or federal regulatory agencies; (B) the execution by the purchaser or assignee of any document reasonably requested by the Governmental Lender or the Fiscal Agent with respect to the assumption of the Owner’s obligations under this Regulatory Agreement and, if the Governmental Lender Note is outstanding at the time of transfer, the Borrower Loan Agreement, including without limitation an instrument of assumption hereof and thereof, and delivery to the Governmental Lender of an opinion of such purchaser or assignee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such purchaser or assignee, subject to bankruptcy and other standard limitations affecting creditor’s rights; (C) receipt by the Governmental Lender of an opinion of Bond Counsel to the effect that any such sale, transfer or other disposition will not adversely affect the Tax-Exempt status of interest on the Governmental Lender Note; and (D) receipt by the Governmental Lender and Fiscal Agent of all fees and/or expenses then currently due and payable to the Governmental Lender and Fiscal Agent. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12, other than pursuant to a foreclosure or deed in lieu of foreclosure following a default under the Borrower Loan Agreement, shall be null, void and without effect, cause a reversion of title to the Owner, and be ineffective to relieve the Owner of its obligations under this Regulatory Agreement. Nothing in this Section shall affect any provision of any other document or instrument between the Owner and any other party that requires the Owner to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. The written consent of the Governmental Lender to any transfer of the Project shall constitute conclusive evidence that the transfer is not in violation of this Section 12. Upon any sale or other transfer that complies with this Regulatory Agreement, the Owner shall be fully released from its obligations hereunder to the extent such obligations have been fully assumed in writing by the transferee of the Project. Except as otherwise provided herein, any transfer of the Project to any entity, whether or not affiliated with the Owner, shall be subject to the provisions of this Section 12, except as provided immediately below. Interests in the Owner may not be transferred without the prior written consent of the Issuer (which consent will not be unreasonably withheld), except as follows:;