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 Issuer and the Trustee, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: (A) the Issuer and the Trustee have received evidence, reasonably acceptable to the Issuer and the Trustee, that (1) the Owner shall not be in default hereunder or under the 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 Issuer; (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 653546.doc 4/29/2010 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 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 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 Issuer or the Trustee with respect to the assumption of the Owner’s obligations under this Regulatory Agreement and, if the Bonds are outstanding at the time of transfer, the Loan Agreement, including without limitation an instrument of assumption hereof and thereof, and delivery to the 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 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 Bonds; and (D) receipt by the Issuer and Trustee of all fees and/or expenses then currently due and payable to the Issuer and Trustee. The written consent of the 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 be transferred without the consent of the Issuer or the Trustee. The Owner acknowledges that a sale or exchange of 50% or more of the capital and profits interests in the Owner in any twelve-month period will be treated for federal tax purposes as a change in ownership of the Project at the time the 50% transfer occurs. The Owner further acknowledges that there is a possibility of some or all of the Bonds being reissued at various points in the financing, including any in connection with any remarketing, and that a change in ownership of the Project within six months of a reissuance or refunding of the Bonds will cause the interest paid on the reissued or refunding bonds not to be excluded from gross income for federal tax purposes. Restrictions on sale or transfer of the Project or of any interest in the Owner, consents of the Issuer or the Trustee, transfer agreements, transferee criteria and requirements, opinion requirements, assumption fees, transfer fees, penalties and the like shall not apply to any transfer of title to the Project to the Lender or to a third party by foreclosure, deed in lieu of foreclosure or comparable conversion of the Loan or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. No transfer of the Project shall operate to release the Owner from its obligations under this Regulatory Agreement. Nothing contained in this Regulatory Agreement shall affect any provision of the Mortgage or any of the other Loan Documents that requires the Owner to obtain the consent of the Lender as a precondition to sale, transfer or other disposition of, or any direct or indirect interest in, the Project or of any direct or indirect interest in the Owner, excluding 653546.doc 4/29/2010 transfers permitted by the Mortgage. No covenant obligating the Owner to obtain an agreement from any transferee to abide by all requirements and restrictions of this Regulatory Agreement shall apply to a transfer to the Lender upon foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan by the Lender, or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. Any written consent to a sale or transfer obtained from the Issuer shall constitute conclusive evidence that the sale or transfer is not a violation of the transfer provisions of this Regulatory Agreement. For the Qualified Project Period, the Owner shall not: (1) encumber any of the Project or grant commercial leases of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project, except pursuant or subordinate to the provisions of this Regulatory Agreement and the Mortgage, and upon receipt by the Owner of an opinion of Bond Counsel to the effect that such action will not adversely affect the Tax-Exempt status of interest on the Bonds, or except upon a sale, transfer or other disposition of the Project in accordance with the terms of this Regulatory Agreement; (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 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 Issuer and the TrusteeIssuer, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: given as promptly as practicable following: (A) the receipt by the Issuer and the Trustee have received evidence, reasonably of evidence acceptable to the Issuer and the Trustee, that (1) the Owner Borrower shall not be in default hereunder or under the 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 Issuer; (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 653546.doc 4/29/2010 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 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 Issuer or the Trustee with respect to the assumption of the OwnerBorrower’s obligations under this Regulatory Agreement and, if the Bonds are outstanding at the time of transfer, and the Loan Agreement, including without limitation an instrument of assumption hereof and thereofhereof, and delivery to the 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 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 Bonds; and (D) receipt by the Issuer and Trustee Bondowner Representative of all fees and/or expenses then currently due and payable to the Issuer and TrusteeBondowner Representative; and (E) satisfaction of such other conditions or matters as are set forth in the Loan Agreement and the Deed of Trust. The written consent of the Issuer hereby consents to any a transfer of the Project shall constitute conclusive evidence 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 transfer is not Project in violation of this Section 1212 shall be null, void and without effect, shall cause a reversion of title to the Borrower, and shall be ineffective to relieve the Borrower of its obligations under this Regulatory Agreement. Nothing in this Section shall affect any provision of any other document or instrument between the Borrower and any other party which requires the Borrower to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. 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 that no consent of the Issuer shall be required in the Owner may be transferred without 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 or nor the Trustee. The Owner acknowledges that a sale or exchange delivery of 50% or more items (A) through (E) of the capital and profits interests preceding paragraph shall be required in the Owner in case of (a) the execution, delivery and recordation by Xxxxxxxx of any twelve-month period will be treated for federal tax purposes as a change in ownership mortgage or deed of trust encumbering all or any part of the Project at the time the 50% transfer occurs. The Owner further acknowledges that there is Project, or (b) a possibility of some foreclosure or all of the Bonds being reissued at various points in the financing, including any in connection with any remarketing, and that a change in ownership of the Project within six months of a reissuance or refunding of the Bonds will cause the interest paid on the reissued or refunding bonds not to be excluded from gross income for federal tax purposes. Restrictions on sale or transfer of the Project or of any interest in the Owner, consents of the Issuer or the Trustee, transfer agreements, transferee criteria and requirements, opinion requirements, assumption fees, transfer fees, penalties and the like shall not apply to any transfer of title to the Project to the Lender or to a third party by foreclosure, deed in lieu of foreclosure by the Bondowner Representative whereby the Bondowner Representative or comparable conversion a purchaser at a foreclosure sale becomes the owner of the Loan or to any subsequent transfer by the Lender following foreclosureProject, deed-in-lieu of foreclosure or comparable conversion of the Loan. No transfer of the Project shall operate to release the Owner from its obligations under this Regulatory Agreement. Nothing and nothing contained in this Regulatory Agreement Section 12 shall otherwise affect any provision the right of the Mortgage Bondowner Representative or any of the other Loan Documents that requires the Owner a purchaser at a foreclosure sale to obtain the consent of the Lender as a precondition to sale, transfer or other disposition of, or any direct or indirect interest in, 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 direct or indirect transfer of limited partnership interest in the OwnerBorrower, excluding 653546.doc 4/29/2010 transfers permitted by (iii) any transfer of interests in any limited partner of the Mortgage. No covenant obligating the Owner to obtain an agreement from Borrower, or (iv) any transferee to abide by all requirements and restrictions transfer of this Regulatory Agreement shall apply to a transfer interests pursuant to the Lender upon foreclosure, deed-in-lieu of foreclosure or comparable conversion provisions of the Loan by Borrower’s partnership agreement as in effect from time to time, including but not limited to the Lender, or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu removal of foreclosure or comparable conversion a general partner of the Loan. Any written consent to Borrower and replacement thereof by an affiliate of a sale or transfer obtained from the Issuer shall constitute conclusive evidence that the sale or transfer is not a violation limited partner of the transfer provisions of this Regulatory AgreementBorrower. For the Qualified Project Period, the Owner Borrower shall not: (1) encumber any of the Project or grant commercial leases of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project, except pursuant or subordinate to the provisions of this Regulatory Agreement, the Loan Agreement and the Mortgage, Deed of Trust (and upon receipt by the Owner Borrower of an opinion of Bond Counsel to the effect that such action will not adversely affect the Tax-Exempt status of interest on the Bonds), permit the conveyance or except upon a sale, transfer or other disposition of any part of the Project in accordance with the terms of this Regulatory AgreementProject; (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 Issuer and the TrusteeGovernmental Lender, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: : (A) the Issuer and the Trustee Governmental Lender shall have received evidence, reasonably acceptable to the Issuer and the TrusteeGovernmental Lender, that (1) the Owner shall not be in default hereunder or under the 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 IssuerGovernmental 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 653546.doc 4/29/2010 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 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 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 Issuer or the Trustee Governmental Lender with respect to the assumption of the Owner’s obligations under this Regulatory Agreement and, if the Bonds are Note is outstanding at the time of transfer, the Loan Agreement, including without limitation an instrument of assumption hereof and thereof, and delivery to the Issuer 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 Issuer 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 BondsNote; and (D) receipt by the Issuer Governmental Lender and Trustee Fiscal Agent of all fees and/or expenses then currently due and payable to the Issuer Governmental Lender and TrusteeFiscal 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 transfer of the Project in violation of this Section 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. The written consent of the Issuer 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 Governmental Lender, except as follows: (a) transfers of the respective interests of the Owner’s partners to any entity which is either (a) an affiliate of either limited partner or the TrusteeAdministrative General Partner or (b) which is controlled by the Investor Limited Partner, the Administrative General Partner or any affiliate thereof; (b) transfers of interests within the Owner’s limited partners; or (c) the pledge and encumbrance of the interests of Owner’s limited partners to or for the benefit of any financial institution which enables the limited partners to make capital contributions to the Owner. The Owner acknowledges that a sale or exchange of 50% or more of the capital and profits interests in the Owner in any twelve-month period will be treated for federal tax purposes as a change in ownership of the Project at the time the 50% transfer occurs. The Owner further acknowledges that there is a possibility of some or all of the Bonds Note being reissued “re- issued” at various points in the financing, including any in connection with any remarketing, and that a change in ownership of the Project within six months of a reissuance or refunding of the Bonds Note will cause the interest paid on the reissued or refunding notes and bonds not to be excluded from gross income for federal tax purposes. Restrictions on sale or transfer of the Project or of any interest in the Owner, consents of the Issuer Governmental Lender or the TrusteeFiscal Agent, transfer agreements, transferee criteria and requirements, opinion requirements, assumption fees, transfer fees, penalties and the like shall not apply to any transfer of title to the Project to the Lender or to a third party by foreclosure, deed in lieu of foreclosure or comparable conversion of the Loan or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. No transfer of the Project shall operate to release the Owner from its obligations under this Regulatory Agreement. Nothing contained in this Regulatory Agreement shall affect any provision of the Mortgage or any of the other Loan Documents that requires the Owner to obtain the consent of the Lender as a precondition to sale, transfer or other disposition of, or any direct or indirect interest in, the Project or of any direct or indirect interest in the Owner, excluding 653546.doc 4/29/2010 transfers permitted by the Mortgage. No covenant obligating the Owner to obtain an agreement from any transferee to abide by all requirements and restrictions of this Regulatory Agreement shall apply to a transfer to the Lender upon foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan by the Lender, or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. Any written consent to a sale or transfer obtained from the Issuer shall constitute conclusive evidence that the sale or transfer is not a violation of the transfer provisions of this Regulatory Agreement. For the Qualified Project Period, the Owner shall not: (1) encumber any of the Project or grant commercial leases of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project, except pursuant or subordinate to the provisions of this Regulatory Agreement and the MortgageAgreement, and upon receipt by the Owner of an opinion of Bond Tax Counsel to the effect that such action will not adversely affect the Tax-Exempt status of interest on the BondsNote, or except upon a sale, transfer or other disposition of the Project in accordance with the terms of this Regulatory Agreement; (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 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 Issuer and the TrusteeCity, 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 Issuer and the Trustee have received evidence, reasonably acceptable to the Issuer and the Trustee, that (1) the Owner shall not be in default hereunder or under the 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 Issuer; (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 653546.doc 4/29/2010 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 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 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 Issuer or City and the Trustee Owner with respect to the assumption of the PAC's and Owner’s 's obligations under this Regulatory Agreement and, if the Bonds are outstanding at the time of transfer, and the Loan Agreement, including including, without limitation limitation, an instrument of assumption hereof and thereofhereof, and delivery delivers to the Issuer 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 ; and (d)such other conditions are met as the City may reasonably impose to bankruptcy and other standard limitations affecting creditor’s rights; (C) receipt assure compliance by the Issuer Project with the requirements of an opinion of Bond Counsel to this Agreement and the effect Loan Agreement. Except as provided in Section5.02 hereof, it is hereby expressly stipulated and agreed that any such sale, transfer or other disposition will not adversely affect the Tax-Exempt status of interest on the Bonds; and (D) receipt by the Issuer and Trustee of all fees and/or expenses then currently due and payable to the Issuer and Trustee. The written consent of the Issuer to any transfer of the Project shall constitute conclusive evidence that the transfer is not in violation of this Section 12Section5.01 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 their respective obligations under this Agreement. 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 be transferred without the consent of the Issuer or the Trustee. The Owner acknowledges that a sale or exchange of 50% or more of the capital and profits interests in the Owner in any twelve-month period will be treated for federal tax purposes as a change in ownership of the Project at the time the 50% transfer occurs. The Owner further acknowledges that there is a possibility of some or all of the Bonds being reissued at various points in the financingMortgage, including any in connection with any remarketing, and that a change in ownership of the Project within six months of a reissuance or refunding of the Bonds will cause the interest paid on the reissued or refunding bonds not to be excluded from gross income for federal tax purposes. Restrictions on sale or transfer of the Project or of any interest in the Owner, consents of the Issuer or the Trustee, transfer agreements, transferee criteria and requirements, opinion requirements, assumption fees, transfer fees, penalties and the like shall not apply to any transfer of title to the Project to the Lender or to a third party by foreclosure, deed in lieu of foreclosure or comparable conversion of the Loan or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. No transfer of the Project shall operate to release the Owner from its obligations under this Regulatory Agreement. Nothing contained in this Regulatory Agreement shall affect any provision of the Mortgage or any of the other Loan Documents that requires the Owner to obtain the consent of the Lender as a precondition to sale, transfer or other disposition of, or any direct or indirect interest in, the Project or of any direct or indirect interest in the Owner, excluding 653546.doc 4/29/2010 transfers permitted by the Mortgage. No covenant obligating the Owner to obtain an agreement from any transferee to abide by all requirements and restrictions of this Regulatory Agreement shall apply to a transfer to the Lender upon foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan by the Lender, or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. Any written consent to a sale or transfer obtained from the Issuer shall constitute conclusive evidence that the sale or transfer is not a violation of the transfer provisions of this Regulatory Agreement. For the Qualified Project Period, the Owner shall not: (1) encumber any of the Project or grant commercial leases of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project, except pursuant or subordinate to the provisions of this Regulatory Agreement and the Mortgage, and upon receipt by the Owner of an opinion of Bond Counsel to the effect that such action will not adversely affect the Tax-Exempt status of interest on the Bonds, or except upon a sale, transfer or other disposition of the Project in accordance with the terms of this Regulatory Insurance Agreement; (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 Issuer and the TrusteeCity, 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 Issuer and the Trustee have received evidence, reasonably evidence acceptable to the Issuer and the Trustee, City that (1) the Owner shall not be in default hereunder or under the 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 Issuer; (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 653546.doc 4/29/2010 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 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 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 Issuer or City may cause the Trustee 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 Bonds are outstanding at the time of transfer, the Loan Agreement, including without limitation an instrument of assumption hereof and thereof, and delivery to the 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 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 Bonds; and (D) receipt by the Issuer and Trustee of all fees and/or expenses then currently due and payable to the Issuer and Trustee. The written consent of the 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, Project Loan Agreement or 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 be transferred without the consent of the Issuer or the Trustee. The Owner acknowledges that a sale or exchange of 50% or more of the capital and profits interests in the Owner in any twelve-month period will be treated for federal tax purposes as a change in ownership of the Project at the time the 50% transfer occurs. The Owner further acknowledges that there is a possibility of some or all of the Bonds being reissued at various points in the financing, including any in connection with any remarketing, and that a change in ownership of the Project within six months of a reissuance or refunding of the Bonds will cause the interest paid on the reissued or refunding bonds not to be excluded from gross income for federal tax purposes. Restrictions on sale or transfer of the Project or of any interest in the Owner, consents of the Issuer or the Trustee, transfer agreements, transferee criteria and requirements, opinion requirements, assumption fees, transfer fees, penalties and the like shall not apply to any transfer of title document related to the Project to the Lender or to a third party by foreclosureLoan, deed in lieu and payment of foreclosure or comparable conversion all fees and expenses of the Loan or to any subsequent transfer by City and the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. No transfer of the Project shall operate to release the Owner from its obligations Fiscal Agent due under this Regulatory Agreement. Nothing contained in this Regulatory Agreement shall affect any provision of the Mortgage or any of the other Loan Documents that requires the Owner to obtain the consent of the Lender as a precondition to sale, transfer or other disposition of, or any direct or indirect interest in, the Project or of any direct or indirect interest in the Owner, excluding 653546.doc 4/29/2010 transfers permitted by the Mortgage. No covenant obligating the Owner to obtain an agreement from any transferee to abide by all requirements and restrictions of this Regulatory Agreement shall apply to a transfer to the Lender upon foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan by the Lender, or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. Any written consent to a sale or transfer obtained from the Issuer shall constitute conclusive evidence that the sale or transfer such documents is not a violation of the transfer provisions of this Regulatory Agreement. For the Qualified Project Period, the Owner shall not: (1) encumber any of the Project or grant commercial leases of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project, except pursuant or subordinate to the provisions of this Regulatory Agreement and the Mortgagecurrent, and upon receipt by the Owner of (v) an opinion of Bond Tax Counsel to the effect that such action transfer will not adversely affect not, in itself, cause interest on the Tax-Exempt status Note to become includable in the gross income of interest on the Bonds, recipients thereof for federal income tax purposes except to the extent held by a “substantial user” of the Project or except upon 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 accordance with violation of this Section 11 shall be null, void and without effect, shall cause a reversion of title to the terms Owner, and shall be ineffective to relieve the Owner of its obligations under this Regulatory Agreement; (2) demolish . Nothing in this Section 11 shall affect any part provision of any other document or instrument between the Project Owner and any other party which requires the Owner to obtain the prior written consent of such other party in order to sell, transfer or substantially subtract from any real or personal property otherwise dispose of the Project. Not less than sixty (60) days prior to consummating any sale, except transfer or disposition of any interest in the Project, the Owner shall deliver to the extent that what is removed is replaced with comparable property; or (3) permit City a notice in writing explaining the use nature of the dwelling accommodations proposed transfer and providing relevant information regarding the proposed transfer. Notwithstanding the foregoing, the provisions of this Section 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 for any purpose except rental residencesmay 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 consent of the 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 Issuer and the TrusteeIssuer, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: : (A) the Issuer and the Trustee shall have received evidence, reasonably acceptable to the Issuer and the TrusteeIssuer, that (1) the Owner shall not be in default hereunder or under the 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 Issuer; (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 653546.doc 4/29/2010 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 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 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 Issuer or the Trustee with respect to the assumption of the Owner’s obligations under this Regulatory Agreement and, if the Senior Issuer Notes and the Junior Bonds are outstanding at the time of transfer, the Loan Agreement, including without limitation an instrument of assumption hereof and thereof, and delivery to the 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 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 Tax- Exempt Note and the Junior Bonds; and (D) receipt by the Issuer and Fiscal Agent/Trustee of all fees and/or expenses then currently due and payable to the Issuer and Fiscal Agent/Trustee. The written consent of the 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 be transferred without the consent of the Issuer or the Trustee. The Owner acknowledges that a sale or exchange of 50% or more of the capital and profits interests in the Owner in any twelve-month period will be treated for federal tax purposes as a change in ownership of the Project at the time the 50% transfer occurs. The Owner further acknowledges that there is a possibility of some or all of the Bonds being reissued at various points in the financing, including any in connection with any remarketing, and that a change in ownership of the Project within six months of a reissuance or refunding of the Bonds will cause the interest paid on the reissued or refunding bonds not to be excluded from gross income for federal tax purposes. Restrictions on sale or transfer of the Project or of any interest in the Owner, consents of the Issuer or the Trustee, transfer agreements, transferee criteria and requirements, opinion requirements, assumption fees, transfer fees, penalties and the like shall not apply to any transfer of title to the Project to the Lender or to a third party by foreclosure, deed in lieu of foreclosure or comparable conversion of the Loan or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. No transfer of the Project shall operate to release the Owner from its obligations under this Regulatory Agreement. Nothing contained in this Regulatory Agreement shall affect any provision of the Mortgage or any of the other Loan Documents that requires the Owner to obtain the consent of the Lender as a precondition to sale, transfer or other disposition of, or any direct or indirect interest in, the Project or of any direct or indirect interest in the Owner, excluding 653546.doc 4/29/2010 transfers permitted by the Mortgage. No covenant obligating the Owner to obtain an agreement from any transferee to abide by all requirements and restrictions of this Regulatory Agreement shall apply to a transfer to the Lender upon foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan by the Lender, or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. Any written consent to a sale or transfer obtained from the Issuer shall constitute conclusive evidence that the sale or transfer is not a violation of the transfer provisions of this Regulatory Agreement. For the Qualified Project Period, the Owner shall not: (1) encumber any of the Project or grant commercial leases of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project, except pursuant or subordinate to the provisions of this Regulatory Agreement and the Mortgage, and upon receipt by the Owner of an opinion of Bond Counsel to the effect that such action will not adversely affect the Tax-Exempt status of interest on the Bonds, or except upon a sale, transfer or other disposition of the Project in accordance with the terms of this Regulatory Agreement; (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 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 Issuer and the TrusteeIssuer, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: given as promptly as practicable following: (A) the receipt by the Issuer and the Trustee have received evidence, reasonably of evidence acceptable to the Issuer and the Trustee, that (1) the Owner Borrower shall not be in default hereunder or under the 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 Issuer; (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 653546.doc 4/29/2010 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 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 Issuer or the Trustee with respect to the assumption of the OwnerBorrower’s obligations under this Regulatory Agreement and, if the Bonds are outstanding at the time of transfer, and the Loan Agreement, including without limitation an instrument of assumption hereof and thereofhereof, and delivery to the 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 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 Bonds; and (D) receipt by the Issuer and Trustee Bondowner Representative of all fees and/or expenses then currently due and payable to the Issuer and TrusteeBondowner Representative; and (E) satisfaction of such other conditions or matters as are set forth in the Loan Agreement and the Deed of Trust. The written consent of the Issuer hereby consents to any a transfer of the Project shall constitute conclusive evidence 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 transfer is not Project in violation of this Section 1212 shall be null, void and without effect, shall cause a reversion of title to the Borrower, and shall be ineffective to relieve the Borrower of its obligations under this Regulatory Agreement. Nothing in this Section shall affect any provision of any other document or instrument between the Borrower and any other party which requires the Borrower to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. 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 that no consent of the Issuer shall be required in the Owner may be transferred without 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 (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 TrusteeProject, 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 Owner acknowledges that a sale or exchange of 50% or more of Issuerʹs consent otherwise required by the capital and profits interests in the Owner in any twelve-month period will preceding paragraph shall not be treated for federal tax purposes as a change in ownership of the Project at the time the 50% transfer occurs. The Owner further acknowledges that there is a possibility of some or all of the Bonds being reissued at various points in the financing, including any required in connection with any remarketing, and that a change in ownership purchase of the Project within six months of by a reissuance or refunding partner of the Bonds will cause Borrower as allowed for in the interest paid on the reissued Borrowerʹs partnership agreement, or refunding bonds not to be excluded from gross income for federal tax purposes. Restrictions on a sale or transfer of the Project or to any wholly owned subsidiary of any interest in Eden Housing, Inc. In addition, the Owner, consents provisions of the Issuer or the Trustee, transfer agreements, transferee criteria and requirements, opinion requirements, assumption fees, transfer fees, penalties and the like this Section 12 shall not apply to 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 title limited partnership interests in the Borrower, (iii) any transfer of interests in any limited partner of the Borrower, or (iv) any transfer of interests pursuant to the Project provisions of the Borrower’s partnership agreement as in effect from time to time, including but not limited to the Lender or to removal of a third party by foreclosure, deed in lieu of foreclosure or comparable conversion general partner of the Loan or to any subsequent transfer Borrower and replacement thereof by the Lender following foreclosure, deed-in-lieu an affiliate of foreclosure or comparable conversion a limited partner of the Loan. No transfer of the Project shall operate to release the Owner from its obligations under this Regulatory Agreement. Nothing contained in this Regulatory Agreement shall affect any provision of the Mortgage or any of the other Loan Documents that requires the Owner to obtain the consent of the Lender as a precondition to sale, transfer or other disposition of, or any direct or indirect interest in, the Project or of any direct or indirect interest in the Owner, excluding 653546.doc 4/29/2010 transfers permitted by the Mortgage. No covenant obligating the Owner to obtain an agreement from any transferee to abide by all requirements and restrictions of this Regulatory Agreement shall apply to a transfer to the Lender upon foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan by the Lender, or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. Any written consent to a sale or transfer obtained from the Issuer shall constitute conclusive evidence that the sale or transfer is not a violation of the transfer provisions of this Regulatory AgreementBorrower. For the Qualified Project Period, the Owner Borrower shall not: (1) encumber any of the Project or grant commercial leases of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project, except pursuant or subordinate to the provisions of this Regulatory Agreement, the Loan Agreement and the Mortgage, Deed of Trust (and upon receipt by the Owner Borrower of an opinion of Bond Counsel to the effect that such action will not adversely affect the Tax-Exempt status of interest on the Bonds), permit the conveyance or except upon a sale, transfer or other disposition of any part of the Project in accordance with the terms of this Regulatory AgreementProject; (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 Issuer Governmental Lender and the TrusteeFiscal Agent, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: : (A) the Issuer Governmental Lender and the Trustee Fiscal Agent have received evidence, reasonably acceptable to the Issuer Governmental Lender and the TrusteeFiscal 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 IssuerGovernmental 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 653546.doc 4/29/2010 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 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 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;material (Bi) transfers of the execution by the purchaser or assignee of any document reasonably requested by the Issuer or the Trustee with respect to the assumption respective interests of the Owner’s obligations limited partners to any entity that is either (A) an affiliate of either limited partner or (B) controlled by, or under this Regulatory Agreement and, if the Bonds are outstanding at the time of transfercommon control with, the Loan Agreement, including without limitation an instrument Equity Investor or any affiliate thereof; (ii) transfers of assumption hereof interests among the Owner’s limited partners; (iii) the pledge and thereof, and delivery encumbrance of the interest of Owner’s limited partners to or for the benefit of any financial instruction that enables the limited partners to make capital contributions to the Issuer Owner; or (iv) the removal, or withdrawal in lieu of an opinion removal, of such purchaser or assignee’s counsel to the effect a general partner of Owner by a limited partner for cause, provided 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 Issuer of an opinion of Bond Counsel shall have the right to the effect that approve or disapprove any such sale, transfer or other disposition will not adversely affect the Tax-Exempt status of interest on the Bonds; and new general partner within ninety (D90) receipt by the Issuer and Trustee of all fees and/or expenses then currently due and payable to the Issuer and Trustee. The written consent days after replacement of the Issuer to any transfer of the Project shall constitute conclusive evidence that the transfer is existing general partner (with such approval 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 be transferred without the consent of the Issuer or the Trusteebeing unreasonably withheld). The Owner acknowledges that a sale or exchange of 50% or more of the capital and profits interests in the Owner in any twelve-month period will be treated for federal tax purposes as a change in ownership of the Project at the time the 50% transfer occurs. The Owner further acknowledges that there is a possibility of some or all of the Bonds Governmental Lender Note being reissued at various points in the financing, including any in connection with any remarketing, and that a change in ownership of the Project within six months of a reissuance or refunding of the Bonds Governmental Lender Note will cause the interest paid on the reissued or refunding bonds not to be excluded from gross income for federal tax purposes. Restrictions on sale or transfer of the Project or of any interest in the Owner, consents of the Issuer Governmental Lender or the TrusteeFiscal Agent, transfer agreements, transferee criteria and requirements, opinion requirements, assumption fees, transfer fees, penalties and the like shall not apply to any transfer of title to the Project to the a Funding Lender or to a third party by foreclosure, deed in lieu of foreclosure or comparable conversion of the Borrower Loan or to any subsequent transfer by the a Funding Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Borrower Loan. No such transfer of the Project shall operate to release the Owner from its obligations under this Regulatory Agreement. Nothing contained in this Regulatory Agreement shall affect any provision of the Mortgage or any of the other Loan Documents that requires the Owner to obtain the consent of the Lender as a precondition to sale, transfer or other disposition of, or any direct or indirect interest in, the Project or of any direct or indirect interest in the Owner, excluding 653546.doc 4/29/2010 transfers permitted by the Mortgage. No covenant obligating the Owner to obtain an agreement from any transferee to abide by all requirements and restrictions of this Regulatory Agreement shall apply to a transfer to the Lender upon foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan by the Lender, or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. Any written consent to a sale or transfer obtained from the Issuer shall constitute conclusive evidence that the sale or transfer is not a violation of the transfer provisions of this Regulatory Agreement. For the Qualified Project Period, the Owner shall not: (1) encumber any of the Project or grant commercial leases of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project, except pursuant or subordinate to the provisions of this Regulatory Agreement and the MortgageAgreement, and upon receipt by the Owner of an opinion of Bond Counsel to the effect that such action will not adversely affect the Tax-Exempt status of interest on the BondsGovernmental Lender Note, or except upon a sale, transfer or other disposition of the Project in accordance with the terms of this Regulatory Agreement; (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 Issuer Governmental Lender and the TrusteeFiscal Agent, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: : (A) the Issuer Governmental Lender and the Trustee Fiscal Agent have received evidence, reasonably acceptable to the Issuer Governmental Lender and the TrusteeFiscal 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 IssuerGovernmental 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 653546.doc 4/29/2010 of material violations of discrimination restrictions or other State 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 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 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 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 Issuer or the Trustee with respect to the assumption of the Owner’s obligations under this Regulatory Agreement and, if the Bonds are outstanding at the time of transfer, the Loan Agreement, including without limitation an instrument of assumption hereof and thereof, and delivery to the 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 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 Bonds; and (D) receipt by the Issuer and Trustee of all fees and/or expenses then currently due and payable to the Issuer and Trustee. The written consent of the 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 be transferred without the consent of the Issuer or the Trustee. The Owner acknowledges that a sale or exchange of 50% or more of the capital and profits interests in the Owner in any twelve-month period will be treated for federal tax purposes as a change in ownership of the Project at the time the 50% transfer occurs. The Owner further acknowledges that there is a possibility of some or all of the Bonds being reissued at various points in the financing, including any in connection with any remarketing, and that a change in ownership of the Project within six months of a reissuance or refunding of the Bonds will cause the interest paid on the reissued or refunding bonds not to be excluded from gross income for federal tax purposes. Restrictions on sale or transfer of the Project or of any interest in the Owner, consents of the Issuer or the Trustee, transfer agreements, transferee criteria and requirements, opinion requirements, assumption fees, transfer fees, penalties and the like shall not apply to any transfer of title to the Project to the Lender or to a third party by foreclosure, deed in lieu of foreclosure or comparable conversion of the Loan or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. No transfer of the Project shall operate to release the Owner from its obligations under this Regulatory Agreement. Nothing contained in this Regulatory Agreement shall affect any provision of the Mortgage or any of the other Loan Documents that requires the Owner to obtain the consent of the Lender as a precondition to sale, transfer or other disposition of, or any direct or indirect interest in, the Project or of any direct or indirect interest in the Owner, excluding 653546.doc 4/29/2010 transfers permitted by the Mortgage. No covenant obligating the Owner to obtain an agreement from any transferee to abide by all requirements and restrictions of this Regulatory Agreement shall apply to a transfer to the Lender upon foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan by the Lender, or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. Any written consent to a sale or transfer obtained from the Issuer shall constitute conclusive evidence that the sale or transfer is not a violation of the transfer provisions of this Regulatory Agreement. For the Qualified Project Period, the Owner shall not: (1) encumber any of the Project or grant commercial leases of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project, except pursuant or subordinate to the provisions of this Regulatory Agreement and the Mortgage, and upon receipt by the Owner of an opinion of Bond Counsel to the effect that such action will not adversely affect the Tax-Exempt status of interest on the Bonds, or except upon a sale, transfer or other disposition of the Project in accordance with the terms of this Regulatory Agreement; (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 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 Issuer and the TrusteeIssuer, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: given as promptly as practicable following: (A) the receipt by the Issuer and the Trustee have received evidence, reasonably of evidence acceptable to the Issuer and the Trustee, that (1) the Owner Borrower shall not be in default hereunder or under the 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 Issuer; (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 653546.doc 4/29/2010 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 Issuer or the Trustee with respect to the assumption of the Owner’s obligations under this Regulatory Agreement and, if the Bonds are outstanding at the time of transfer, the Loan Agreement, including without limitation an instrument of assumption hereof and thereof, and delivery to the 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 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 Bonds; and (D) receipt by the Issuer and Trustee of all fees and/or expenses then currently due and payable to the Issuer and Trustee. The written consent of the 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 be transferred without the consent of the Issuer or the Trustee. The Owner acknowledges that a sale or exchange of 50% or more of the capital and profits interests in the Owner in any twelve-month period will be treated for federal tax purposes as a change in ownership of the Project at the time the 50% transfer occurs. The Owner further acknowledges that there is a possibility of some or all of the Bonds being reissued at various points in the financing, including any in connection with any remarketing, and that a change in ownership of the Project within six months of a reissuance or refunding of the Bonds will cause the interest paid on the reissued or refunding bonds not to be excluded from gross income for federal tax purposes. Restrictions on sale or transfer of the Project or of any interest in the Owner, consents of the Issuer or the Trustee, transfer agreements, transferee criteria and requirements, opinion requirements, assumption fees, transfer fees, penalties and the like shall not apply to any transfer of title to the Project to the Lender or to a third party by foreclosure, deed in lieu of foreclosure or comparable conversion of the Loan or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. No transfer of the Project shall operate to release the Owner from its obligations under this Regulatory Agreement. Nothing contained in this Regulatory Agreement shall affect any provision of the Mortgage or any of the other Loan Documents that requires the Owner to obtain the consent of the Lender as a precondition to sale, transfer or other disposition of, or any direct or indirect interest in, the Project or of any direct or indirect interest in the Owner, excluding 653546.doc 4/29/2010 transfers permitted by the Mortgage. No covenant obligating the Owner to obtain an agreement from any transferee to abide by all requirements and restrictions of this Regulatory Agreement shall apply to a transfer to the Lender upon foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan by the Lender, or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. Any written consent to a sale or transfer obtained from the Issuer shall constitute conclusive evidence that the sale or transfer is not a violation of the transfer provisions of this Regulatory Agreement. For the Qualified Project Period, the Owner shall not: (1) encumber any of the Project or grant commercial leases of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project, except pursuant or subordinate to the provisions of this Regulatory Agreement and the Mortgage, and upon receipt by the Owner of an opinion of Bond Counsel to the effect that such action will not adversely affect the Tax-Exempt status of interest on the Bonds, or except upon a sale, transfer or other disposition of the Project in accordance with the terms of this Regulatory Agreement; (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 Issuer and the TrusteeIssuer, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: : (A) the Issuer and the Trustee shall have received evidence, reasonably acceptable to the Issuer and the TrusteeIssuer, that (1) the Owner shall not be in default hereunder or under the 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 Issuer; (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 653546.doc 4/29/2010 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 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 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 Issuer or the Trustee with respect to the assumption of the Owner’s obligations under this Regulatory Agreement and, if the Bonds are outstanding at the time of transfer, the Loan Agreement, including without limitation an instrument of assumption hereof and thereof, and delivery to the 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 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 Bonds; and (D) receipt by the Issuer and Trustee of all fees and/or expenses then currently due and payable to the Issuer and Trustee. The written consent of the 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 or the Trustee. The Owner acknowledges that a sale or exchange of 50% or more Issuer, except as follows: (a) transfers of the capital and profits respective interests in the Owner in any twelve-month period will be treated for federal tax purposes as a change in ownership of the Project at Owner’s limited partners to any entity which is either (a) an affiliate of either limited partner or (b) which is controlled by the time the 50% transfer occurs. The Owner further acknowledges that there is a possibility Investor Limited Partner or any affiliate thereof; (b) transfers of some or all of the Bonds being reissued at various points in the financing, including any in connection with any remarketing, and that a change in ownership of the Project interests within six months of a reissuance or refunding of the Bonds will cause the interest paid on the reissued or refunding bonds not to be excluded from gross income for federal tax purposes. Restrictions on sale or transfer of the Project or of any interest in the Owner, consents of the Issuer or the Trustee, transfer agreements, transferee criteria and requirements, opinion requirements, assumption fees, transfer fees, penalties and the like shall not apply to any transfer of title to the Project to the Lender or to a third party by foreclosure, deed in lieu of foreclosure or comparable conversion of the Loan or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. No transfer of the Project shall operate to release the Owner from its obligations under this Regulatory Agreement. Nothing contained in this Regulatory Agreement shall affect any provision of the Mortgage or any of the other Loan Documents that requires the Owner to obtain the consent of the Lender as a precondition to sale, transfer or other disposition of, or any direct or indirect interest in, the Project or of any direct or indirect interest in the Owner, excluding 653546.doc 4/29/2010 transfers permitted by the Mortgage. No covenant obligating the Owner to obtain an agreement from any transferee to abide by all requirements and restrictions of this Regulatory Agreement shall apply to a transfer to the Lender upon foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan by the Lender, or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. Any written consent to a sale or transfer obtained from the Issuer shall constitute conclusive evidence that the sale or transfer is not a violation of the transfer provisions of this Regulatory Agreement. For the Qualified Project Period, the Owner shall not: (1) encumber any of the Project or grant commercial leases of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project, except pursuant or subordinate to the provisions of this Regulatory Agreement and the Mortgage, and upon receipt by the Owner of an opinion of Bond Counsel to the effect that such action will not adversely affect the Tax-Exempt status of interest on the Bonds, or except upon a sale, transfer or other disposition of the Project in accordance with the terms of this Regulatory Agreement’s limited partners; (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.or

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 Issuer and Governmental Lender (except as provided in the Trusteenext succeeding paragraph of this Section 10), which consent shall not be unreasonably withheld withheld, delayed or delayed if conditioned, and upon receipt by the following conditions are satisfied: Governmental Lender (Aexcept as provided in the second to last paragraph of this Section 10) of (i) such certifications as deemed necessary by the Issuer and Governmental Lender to establish that the Trustee have received evidence, reasonably acceptable to the Issuer and the Trustee, that (1) the Owner Borrower shall not be in default hereunder under this Regulatory Agreement or under the 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 IssuerGovernmental Lender; (2ii) a written instrument by which the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (a) the Borrower’s purchaser or assignee or its property manager transferee has at least three years’ experience assumed in writing and in full the ownership, operation Borrower’s duties 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 653546.doc 4/29/2010 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 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 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 Issuer or the Trustee with respect to the assumption of the Owner’s obligations under this Regulatory Agreement and, if the Bonds are outstanding at the time of transfer, the Loan Agreement, including without limitation an instrument of assumption hereof and thereof, and delivery to the Issuer of (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 purchaser or assignee’s counsel to the effect that each such document obligations and this Regulatory Agreement are validbinding on the transferee, binding (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 enforceable obligations of such purchaser or assigneewith use and occupancy restrictions similar to those contained in this Regulatory Agreement, subject to bankruptcy and other standard limitations affecting creditor’s rights; (Cv) receipt by the Issuer of an opinion of Bond Tax Counsel addressed to the Governmental Lender to the effect that any such sale, transfer or other disposition will not adversely affect cause interest on the Tax-Exempt status Obligations, to become includable in the gross income of interest on the Bonds; and (D) receipt by the Issuer and Trustee of all fees and/or expenses then currently due and payable to the Issuer and Trusteerecipients 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 the Issuer to any transfer an Authorized Officer 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 be transferred without the Governmental Lender (which consent of the Issuer or the Trustee. The Owner acknowledges that a sale or exchange of 50% or more of the capital and profits interests in the Owner in any twelve-month period will be treated for federal tax purposes as a change in ownership of the Project at the time the 50% transfer occurs. The Owner further acknowledges that there is a possibility of some or all of the Bonds being reissued at various points in the financing, including any in connection with any remarketing, and that a change in ownership of the Project within six months of a reissuance or refunding of the Bonds will cause the interest paid on the reissued or refunding bonds not to be excluded from gross income for federal tax purposes. Restrictions on sale or transfer of the Project or of any interest in the Owner, consents of the Issuer or the Trustee, transfer agreements, transferee criteria and requirements, opinion requirements, assumption fees, transfer fees, penalties and the like shall not apply to any transfer of title to the Project to the Lender be unreasonably withheld, delayed or to a third party by foreclosure, deed in lieu of foreclosure or comparable conversion of the Loan or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loanconditioned). No transfer of the Project shall operate to release the Owner Borrower from its obligations under this Regulatory AgreementAgreement with respect to any action or inaction taken prior to such transfer. Nothing contained in this Regulatory Agreement Section 10 shall affect any provision of the Mortgage or any of the other Funding Loan Documents that to which the Borrower is a party which requires the Owner Borrower to obtain the consent of the Funding Lender as a precondition to sale, transfer or other disposition of, or any direct or indirect interest in, the Project or of any direct or indirect interest in the Owner, excluding 653546.doc 4/29/2010 transfers permitted by Borrower or which gives the Mortgage. No covenant obligating Funding Lender the Owner right to obtain an agreement from any transferee to abide by all requirements and restrictions accelerate the maturity of this Regulatory Agreement shall apply to a transfer 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 upon foreclosure, deed-in-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 by made pursuant to the LenderBorrower 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 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 any subsequent transfer by foreclose on the Lender following foreclosure, deed-in-Project or to accept a deed in lieu of foreclosure or to effect a comparable conversion of the LoanBorrower Loan made pursuant to the Borrower Loan Agreement. Any written consent to a sale or transfer obtained from the Issuer shall constitute conclusive evidence that the sale or transfer is not a violation Consent of the Governmental Lender and delivery of items (i) through (v) of the preceding paragraph shall be required for any future transfer provisions of this Regulatory Agreement. For the Qualified Project Period, the Owner shall not: (1) encumber any of the Project or grant commercial leases of to be made subsequent to any part thereof, or permit transfer described in the conveyance, transfer or encumbrance of preceding sentence. It is hereby expressly stipulated and agreed that any part of the Project, except pursuant or subordinate to the provisions of this Regulatory Agreement and the Mortgage, and upon receipt by the Owner of an opinion of Bond Counsel to the effect that such action will not adversely affect the Tax-Exempt status of interest on the Bonds, or except upon a sale, transfer or other disposition of the Project in accordance with violation of this Section 10 shall be null, void and without effect, shall cause a reversion of title to the terms Borrower, and shall be ineffective to relieve the Borrower of its obligations under this Regulatory Agreement; (2) demolish . Not less than 30 days prior to consummating any part sale, transfer or disposition of the Project or substantially subtract from any real or personal property of interest in the Project, except the Borrower shall deliver to the extent that what is removed is replaced with comparable property; or (3) permit Governmental Lender a notice in writing explaining the use nature of the dwelling accommodations of the Project for any purpose except rental residencesproposed transfer.

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 Issuer and the TrusteeCity, 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 Issuer and the Trustee have received evidence, reasonably evidence acceptable to the Issuer and the Trustee, City that (1) the Owner shall not be in default hereunder or under the 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 Issuer; (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 653546.doc 4/29/2010 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 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 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 Issuer or City may cause the Trustee 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 Bonds are outstanding at the time of transfer, the Loan Agreement, including without limitation an instrument of assumption hereof and thereof, and delivery to the 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 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 Bonds; and (D) receipt by the Issuer and Trustee of all fees and/or expenses then currently due and payable to the Issuer and Trustee. The written consent of the 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 Borrower Loan Agreement or any document related to the extent such obligations have been fully assumed in writing by the transferee Borrower Loan, and payment of all fees and expenses of the Project. Except as otherwise provided herein, City and the Fiscal Agent due under 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 be transferred without the consent of the Issuer or the Trustee. The Owner acknowledges that a sale or exchange of 50% or more of the capital and profits interests in the Owner in any twelve-month period will be treated for federal tax purposes as a change in ownership of the Project at the time the 50% transfer occurs. The Owner further acknowledges that there such documents is a possibility of some or all of the Bonds being reissued at various points in the financing, including any in connection with any remarketingcurrent, and that a change in ownership of the Project within six months of a reissuance or refunding of the Bonds will cause the interest paid on the reissued or refunding bonds not to be excluded from gross income for federal tax purposes. Restrictions on sale or transfer of the Project or of any interest in the Owner, consents of the Issuer or the Trustee, transfer agreements, transferee criteria and requirements, opinion requirements, assumption fees, transfer fees, penalties and the like shall not apply to any transfer of title to the Project to the Lender or to a third party by foreclosure, deed in lieu of foreclosure or comparable conversion of the Loan or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. No transfer of the Project shall operate to release the Owner from its obligations under this Regulatory Agreement. Nothing contained in this Regulatory Agreement shall affect any provision of the Mortgage or any of the other Loan Documents that requires the Owner to obtain the consent of the Lender as a precondition to sale, transfer or other disposition of, or any direct or indirect interest in, the Project or of any direct or indirect interest in the Owner, excluding 653546.doc 4/29/2010 transfers permitted by the Mortgage. No covenant obligating the Owner to obtain an agreement from any transferee to abide by all requirements and restrictions of this Regulatory Agreement shall apply to a transfer to the Lender upon foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan by the Lender, or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. Any written consent to a sale or transfer obtained from the Issuer shall constitute conclusive evidence that the sale or transfer is not a violation of the transfer provisions of this Regulatory Agreement. For the Qualified Project Period, the Owner shall not: (1v) encumber any of the Project or grant commercial leases of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project, except pursuant or subordinate to the provisions of this Regulatory Agreement and the Mortgage, and upon receipt by the Owner of an opinion of Bond Tax Counsel to the effect that such action transfer will not adversely affect the Tax-Exempt status of not, in itself, cause interest on the Bonds, Note to become includable in the gross income of the recipients thereof for federal income tax purposes except to the extent held by a “substantial user” of the Project or except upon 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 accordance with violation of this Section 11 shall be null, void and without effect, shall cause a reversion of title to the terms Owner, and shall be ineffective to relieve the Owner of its obligations under this Regulatory Agreement; (2) demolish . Nothing in this Section 11 shall affect any part provision of any other document or instrument between the Project Owner and any other party which requires the Owner to obtain the prior written consent of such other party in order to sell, transfer or substantially subtract from any real or personal property otherwise dispose of the Project. Not less than sixty (60) days prior to consummating any sale, except transfer or disposition of any interest in the Project, the Owner shall deliver to the extent that what is removed is replaced with comparable property; or (3) permit City a notice in writing explaining the use nature of the dwelling accommodations proposed transfer and providing relevant information regarding the proposed transfer. Notwithstanding the foregoing, the provisions of this Section 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 for any purpose except rental residencesmay 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 consent of the 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 Issuer and the Trustee, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: (A) the Issuer and the Trustee have received evidence, reasonably acceptable to the Issuer and the Trustee, that (1) the Owner shall not be in default hereunder or under the 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 Issuer; (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 653546.doc 4/29/2010 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 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 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 Issuer or the Trustee with respect to the assumption of the Owner’s obligations under this Regulatory Agreement and, if the Bonds are any Bond is outstanding at the time of transfer, the Loan Agreement, including without limitation an instrument of assumption hereof and thereof, and delivery to the 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 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 Bonds; and (D) receipt by the Issuer and Trustee of all fees and/or expenses then currently due and payable to the Issuer and Trustee. The written consent of the 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 be transferred without the consent of the Issuer or the Trustee. The Owner acknowledges that a sale or exchange of 50% or more of the capital and profits interests in the Owner in any twelve-month period will be treated for federal tax purposes as a change in ownership of the Project at the time the 50% transfer occurs. The Owner further acknowledges that there is a possibility of some or all of the Bonds being reissued at various points in the financing, including any in connection with any remarketing, and that a change in ownership of the Project within six months of a reissuance or refunding of the Bonds will cause the interest paid on the reissued or refunding bonds not to be excluded from gross income for federal tax purposes. Restrictions on sale or transfer of the Project or of any interest in the Owner, consents of the Issuer or the Trustee, transfer agreements, transferee criteria and requirements, opinion requirements, assumption fees, transfer fees, penalties and the like shall not apply to any transfer of title to the Project to the Lender or to a third party by foreclosure, deed in lieu of foreclosure or comparable conversion of the Loan or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. No transfer of the Project shall operate to release the Owner from its obligations under this Regulatory Agreement. Nothing contained in this Regulatory Agreement shall affect any provision of the Mortgage Deed of Trust or any of the other Loan Documents that requires the Owner to obtain the consent of the Lender as a precondition to sale, transfer or other disposition of, or any direct or indirect interest in, the Project or of any direct or indirect interest in the Owner, excluding 653546.doc 4/29/2010 transfers permitted by the MortgageDeed of Trust. No covenant obligating the Owner to obtain an agreement from any transferee to abide by all requirements and restrictions of this Regulatory Agreement shall apply to a transfer to the Lender upon foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan by the Lender, or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. Any written consent to a sale or transfer obtained from the Issuer shall constitute conclusive evidence that the sale or transfer is not a violation of the transfer provisions of this Regulatory Agreement. For the Qualified Project Period, the Owner shall not: (1) encumber any of the Project or grant commercial leases of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project, except pursuant or subordinate to the provisions of this Regulatory Agreement and the MortgageDeed of Trust, and upon receipt by the Owner of an opinion of Bond Counsel to the effect that such action will not adversely affect the Tax-Exempt status of interest on the Bonds, or except upon a sale, transfer or other disposition of the Project in accordance with the terms of this Regulatory Agreement; (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 Borrower 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 Issuer and the Trustee, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: (A) the Issuer Issuer, the Bondowner Representative and the Trustee have received evidence, reasonably acceptable to the Issuer Issuer, the Bondowner Representative and the Trustee, that (1) the Owner Borrower shall not be in default hereunder or under the Financing Agreement or the 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 Borrower to the reasonable satisfaction of the Issuer; (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 653546.doc 4/29/2010 of material violations of discrimination restrictions or other State 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 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 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 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 state or federal regulatory agencies; ; (B) the execution by the purchaser or assignee of any document reasonably requested by the Issuer Issuer, the Bondowner Representative or the Trustee with respect to the assumption of the OwnerBorrower’s obligations under this Regulatory Agreement and, if the Senior Bonds are outstanding at the time of transfer, the Financing Agreement and, if the Subordinate Bonds are outstanding at the time of the transfer, the Loan Agreement, including without limitation an instrument of assumption hereof and thereof, and delivery to the 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 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 Bonds; and (D) receipt by the Issuer and Trustee of all fees and/or expenses then currently due and payable to the Issuer and Trustee. The written consent of the 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 be transferred without the consent of the Issuer or the Trustee. The Owner acknowledges that a sale or exchange of 50% or more of the capital and profits interests in the Owner in any twelve-month period will be treated for federal tax purposes as a change in ownership of the Project at the time the 50% transfer occurs. The Owner further acknowledges that there is a possibility of some or all of the Bonds being reissued at various points in the financing, including any in connection with any remarketing, and that a change in ownership of the Project within six months of a reissuance or refunding of the Bonds will cause the interest paid on the reissued or refunding bonds not to be excluded from gross income for federal tax purposes. Restrictions on sale or transfer of the Project or of any interest in the Owner, consents of the Issuer or the Trustee, transfer agreements, transferee criteria and requirements, opinion requirements, assumption fees, transfer fees, penalties and the like shall not apply to any transfer of title to the Project to the Lender or to a third party by foreclosure, deed in lieu of foreclosure or comparable conversion of the Loan or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. No transfer of the Project shall operate to release the Owner from its obligations under this Regulatory Agreement. Nothing contained in this Regulatory Agreement shall affect any provision of the Mortgage or any of the other Loan Documents that requires the Owner to obtain the consent of the Lender as a precondition to sale, transfer or other disposition of, or any direct or indirect interest in, the Project or of any direct or indirect interest in the Owner, excluding 653546.doc 4/29/2010 transfers permitted by the Mortgage. No covenant obligating the Owner to obtain an agreement from any transferee to abide by all requirements and restrictions of this Regulatory Agreement shall apply to a transfer to the Lender upon foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan by the Lender, or to any subsequent transfer by the Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Loan. Any written consent to a sale or transfer obtained from the Issuer shall constitute conclusive evidence that the sale or transfer is not a violation of the transfer provisions of this Regulatory Agreement. For the Qualified Project Period, the Owner shall not: (1) encumber any of the Project or grant commercial leases of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project, except pursuant or subordinate to the provisions of this Regulatory Agreement and the Mortgage, and upon receipt by the Owner of an opinion of Bond Counsel to the effect that such action will not adversely affect the Tax-Exempt status of interest on the Bonds, or except upon a sale, transfer or other disposition of the Project in accordance with the terms of this Regulatory Agreement; (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.and