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

Sale or Transfer of the Project. The Owner intends to hold the Project for its own account, has no current plans to sell, transfer or otherwise dispose of the Project, and 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 and the option held by the General Partner to purchase the Project upon the expiration of the applicable tax credit compliance period) or interest therein, including any interest in the Owner, without obtaining the prior written consent of the City, which consent shall not be unreasonably withheld, and receipt by the City of (i) evidence satisfactory to the City that the Owner’s purchaser or transferee has assumed in writing and in full, the 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 binding on the transferee, (iii) evidence acceptable to the City that either (A) the purchaser or assignee has experience in the ownership, operation and management of rental housing projects in the City such as the Project without any record of material violations of discrimination restrictions or other state or federal laws or regulations applicable to such projects, or (B) the purchaser or assignee agrees to retain a property management firm with the experience and record described in subparagraph (A) above or (C) if the purchaser or assignee does not have management experience, the City may cause the Program Administrator to provide on-site training in program compliance if the City determines such training is necessary, (iv) evidence satisfactory to the City that no event of default exists under this Regulatory Agreement, the Loan Agreement or any document related to the Loan, and payment of all fees and expenses of the City and the Fiscal Agent due under any of such documents is current, and (v) an opinion of Tax Counsel to the effect that such transfer will not, in itself, cause interest on the Note to become includable in the gross income of the recipients thereof for federal income tax purposes. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition 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. Nothing in this Section 12 shall affect any provision of any other document or instrument between the 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 otherwise dispose of the Project. Not less than sixty (60) days prior to consummating any sale, transfer or disposition of any interest in the Project, the Owner shall deliver to the City a notice in writing explaining the nature of the proposed transfer. Notwithstanding the foregoing, the provisions of this Section 12 shall not apply to the transfer of all or any portion of (a) the limited partner interest of the Investor Limited Partner or the Administrative Limited Partner in the Owner (which is instead subject to paragraph (i) of Section 7), (b) the General Partner interest to an affiliate of the General Partner, or (c) the transfer of any non-managing member interest in the Investor Limited Partner.

Sale or Transfer of the Project. The Owner intends to hold For the Qualified Project for its own accountPeriod, has no current plans to the Borrower shall not, except as provided below and in accordance with the Borrower Loan Agreement and the Deed of Trust, sell, transfer or otherwise dispose of the Project, and hereby covenants and agrees not to sell, transfer in whole or otherwise dispose of the Project, or any portion thereof (other than for individual tenant use as contemplated hereunder and the option held by the General Partner to purchase the Project upon the expiration of the applicable tax credit compliance period) or interest therein, including any interest in the Ownerpart, without obtaining the prior written consent of the CityGovernmental Lender, which consent shall not be unreasonably withheld, and given as promptly as practicable following: (A) the receipt by the City Governmental Lender of (i) evidence satisfactory to the City that the Owner’s purchaser or transferee has assumed in writing and in full, the 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 binding on the transferee, (iii) evidence acceptable to the City Governmental Lender that (1) the Borrower shall not be in default hereunder, under the Other Regulatory Agreement or under the Borrower Loan Agreement (which may be evidenced by a certificate of the Borrower) or the purchaser or assignee undertakes to cure any defaults of the Borrower to the reasonable satisfaction of the Governmental Lender; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (Aa) the purchaser or assignee or its property manager has at least three years’ experience in the ownership, operation and management of similar-sized rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects in the City such as the Project containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local government 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 subparagraph subclause (Aa) above above, or (Cc) if the transferring Borrower or its management company will continue to manage the Project for at least one year following such transfer and during such period will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (4) the person or entity which is to acquire the Project does not have pending against it, and does not have a history of, 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 or federal regulatory agencies; (B) the execution by the purchaser or assignee does not have management experience, of any document requested by the City may cause the Program Administrator to provide on-site training in program compliance if the City determines such training is necessary, (iv) evidence satisfactory Governmental Lender with respect to the City that no event assumption of default exists the Borrower’s obligations under this Regulatory Agreement and the Borrower Loan Agreement, the Loan Agreement or any document related including without limitation an instrument of assumption hereof, and delivery to the Loan, and payment Governmental Lender of all fees and expenses of the City and the Fiscal Agent due under any an opinion of such documents is currentpurchaser 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; (vC) receipt by the Governmental Lender of an opinion of Tax Counsel addressed to the Governmental Lender and the Bank to the effect that any such sale, transfer or other disposition will not, in itself, cause not adversely affect the Tax-Exempt status of interest on the Note Tax-Exempt Notes; (D) receipt by the Governmental Lender and Bank of all fees and/or expenses then currently due and payable to become includable the Governmental Lender and Bank; (E) satisfaction of such other conditions or matters as are set forth in the gross income Borrower Loan Agreement and the Deed of Trust; (F) the Other Project shall be transferred coterminously with the transfer of the recipients thereof for federal income tax purposesProject, to the same transferee; and (G) such other conditions are met as the Governmental Lender may reasonably impose. The Governmental Lender hereby consents to a transfer of the Project by the Borrower to its general partner or its affiliate, if the Governmental Lender receives the documents listed in the preceding sentence. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12 shall be null, void and without effect, shall cause a reversion of title to the OwnerBorrower, and shall be ineffective to relieve the Owner Borrower of its obligations under this Regulatory Agreement. Nothing in this Section 12 shall affect any provision of any other document or instrument between the Owner Borrower and any other party which requires the Owner Borrower to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. Not less than sixty (60) days prior Upon any sale or other transfer which complies with this Regulatory Agreement, the Borrower shall be fully and automatically released from its obligations hereunder to consummating the extent such obligations have been assumed by the transferee of the Project. Any transfer of the Project to any saleentity, transfer whether or disposition not affiliated with the Borrower, shall be subject to the provisions of this Section 12, except that no consent of the Governmental Lender shall be required in the case of any interest transfer of the Project to a general partner of the Borrower or an affiliate of a general partner of the Borrower if any applicable conditions set forth in the Borrower Loan Agreement and any conditions set forth in the Security Instrument are satisfied and, in any event, the Borrower notifies the Governmental Lender in writing of any such transfer. Notwithstanding anything contained in this Section 12 to the contrary, neither the consent of the Governmental Lender nor the delivery of items (A) through (F) of the preceding paragraph shall be required in the case of (a) the execution, delivery and recordation by Borrower of any mortgage or deed of trust encumbering all or any part of the Project, or (b) a foreclosure or deed in lieu of foreclosure by the Owner shall deliver to Bank whereby the City Bank or a notice in writing explaining purchaser at a foreclosure sale becomes the nature owner of the proposed transferProject, and nothing contained in this Section 12 shall otherwise affect the right of the Bank or a purchaser at a foreclosure sale to foreclose on the Project or to accept a deed in lieu of foreclosure. Notwithstanding The Governmental Lender’s consent otherwise required by item (A) of the foregoingpreceding paragraph shall not be required in connection with any purchase of the Project by a partner of the Borrower as allowed for in the Borrower’s partnership agreement. In addition, the provisions of this Section 12 shall not apply to the transfer of all or any portion of (a) the limited partner interest of the Investor Limited Partner or the Administrative Limited Partner in the Owner (which is instead subject to paragraph (i) the replacement of Section 7)the managing general partner of the Borrower by an entity formed by or that is a subsidiary of the initial managing general partner of the Borrower, (bii) the General Partner interest withdrawal of any limited partner of the Borrower from its partnership, (iii) any transfer of limited partnership interests in the Borrower and the admission of a substitute limited partner, (iv) any transfer of direct or indirect interests in any limited partner of the Borrower, or (v) any transfer of interests pursuant to the provisions of the Borrower’s partnership agreement as in effect from time to time, including but not limited to the removal of a general partner of the Borrower and replacement thereof by an affiliate of a limited partner of the General PartnerBorrower pursuant to the Borrower’s partnership agreement; provided, however, that the Governmental Lender shall receive notice from the Borrower of any transfer of general partner interests. For the Qualified Project Period, the Borrower shall not: (1) except pursuant to the provisions of this Regulatory Agreement, the Borrower Loan Agreement and the Security Instrument (and upon receipt by the Borrower of an opinion of Tax Counsel that such action will not adversely affect the Tax-Exempt status of interest on the Tax-Exempt Notes), or except upon a sale, transfer or other disposition of the Project in accordance with the terms of this Regulatory Agreement, subordinate or encumber any of the Project or grant commercial leases (cnot including any laundry, cable, management office equipment, resident service (including but not limited to convenience vending, or satellite television) the transfer or similar or related leases) of any non-managing member interest in part thereof, or permit the Investor Limited Partnerconveyance, transfer or encumbrance of any part of the Project (except for apartment leases); (2) demolish any part of the Project or substantially subtract from any real or personal property of the Project, except to the extent that what is removed is replaced with comparable property; or (3) permit the use of the dwelling accommodations of the Project for any purpose except rental residences.

Sale or Transfer of the Project. The Owner intends to hold For the Qualified Project for its own accountPeriod, has no current plans to the Borrower shall not, except as provided below and in accordance with the Borrower Loan Agreement and the Security Instrument, sell, transfer or otherwise dispose of the Project, and hereby covenants and agrees not to sell, transfer in whole or otherwise dispose of the Project, or any portion thereof (other than for individual tenant use as contemplated hereunder and the option held by the General Partner to purchase the Project upon the expiration of the applicable tax credit compliance period) or interest therein, including any interest in the Ownerpart, without obtaining the prior written consent of the CityGovernmental Lender, which consent shall not be unreasonably withheld, and given as promptly as practicable following: (A) the receipt by the City Governmental Lender of (i) evidence satisfactory to the City that the Owner’s purchaser or transferee has assumed in writing and in full, the 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 binding on the transferee, (iii) evidence acceptable to the City Governmental Lender that (1) the Borrower shall not be in default hereunder or under the Borrower Loan Agreement (which may be evidenced by a certificate of the Borrower) or the purchaser or assignee undertakes to cure any defaults of the Borrower to the reasonable satisfaction of the Governmental Lender; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (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 in the City such as the Project contained below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local government 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 subparagraph subclause (Aa) above above, or (Cc) if the transferring Borrower or its management company will continue to manage the Project for at least one year following such transfer and during such period will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (4) the person or entity which is to acquire the Project does not have pending against it, and does not have a history of, 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 or federal regulatory agencies; (B) the execution by the purchaser or assignee does not have management experience, of any document requested by the City may cause the Program Administrator to provide on-site training in program compliance if the City determines such training is necessary, (iv) evidence satisfactory Governmental Lender with respect to the City that no event assumption of default exists the Borrower’s obligations under this Regulatory Agreement and the Borrower Loan Agreement, the Loan Agreement or any document related including without limitation an instrument of assumption hereof, and delivery to the Loan, and payment Governmental Lender of all fees and expenses of the City and the Fiscal Agent due under any an opinion of such documents is currentpurchaser 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; (vC) receipt by the Governmental Lender of an opinion of Tax Counsel addressed to the Governmental Lender and the Funding Lender to the effect that any such sale, transfer or other disposition will not, in itself, cause not adversely affect the Tax-Exempt status of interest on the Note Governmental Lender Note; (D) receipt by the Governmental Lender and Funding Lender of all fees and/or expenses then currently due and payable to become includable the Governmental Lender and Funding Lender; (E) satisfaction of such other conditions or matters as are set forth in the gross income Borrower Loan Agreement and the Security Instrument; and (F) such other conditions are met as the Governmental Lender may reasonably impose. The Governmental Lender hereby consents to a transfer of the recipients thereof for federal income tax purposesProject by the Borrower to its general partner or its affiliate, if the Governmental Lender receives the documents listed in the preceding sentence. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12 shall be null, void and without effect, shall cause a reversion of title to the OwnerBorrower, and shall be ineffective to relieve the Owner Borrower of its obligations under this Regulatory Agreement. Nothing in this Section 12 shall affect any provision of any other document or instrument between the Owner Borrower and any other party which requires the Owner Borrower to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. Not less than sixty (60) days prior Upon any sale or other transfer which complies with this Regulatory Agreement, the Borrower shall be fully and automatically released from its obligations hereunder to consummating the extent such obligations have been assumed by the transferee of the Project. Any transfer of the Project to any saleentity, transfer whether or disposition not affiliated with the Borrower, shall be subject to the provisions of this Section 12, except that no consent of the Governmental Lender shall be required in the case of any interest transfer of the Project to a general partner of the Borrower or an affiliate of a general partner of the Borrower if any applicable conditions set forth in the Borrower Loan Agreement and any conditions set forth in the Security Instrument are satisfied and, in any event, the Borrower notifies the Governmental Lender in writing of any such transfer. Notwithstanding anything contained in this Section 12 to the contrary, neither the consent of the Governmental Lender nor the delivery of items (A) through (F) of the preceding paragraph shall be required in the case of (a) the execution, delivery and recordation by Borrower of any mortgage or deed of trust encumbering all or any part of the Project, or (b) a foreclosure or deed in lieu of foreclosure by the Owner shall deliver to Funding Lender whereby the City Funding Lender or a notice in writing explaining purchaser at a foreclosure sale becomes the nature owner of the proposed transferProject, and nothing contained in this Section 12 shall otherwise affect the right of the Funding Lender or a purchaser at a foreclosure sale to foreclose on the Project or to accept a deed in lieu of foreclosure. Notwithstanding The Governmental Lender’s consent otherwise required by item (A) of the foregoingpreceding paragraph shall not be required in connection with any purchase of the Project by a partner of the Borrower as allowed for in the Borrower’s partnership agreement. In addition, the provisions of this Section 12 shall not apply to the transfer of all or any portion of (a) the limited partner interest of the Investor Limited Partner or the Administrative Limited Partner in the Owner (which is instead subject to paragraph (i) the replacement of Section 7)the managing general partner of the Borrower by an entity formed by or that is a subsidiary of the initial managing general partner of the Borrower, (bii) the General Partner withdrawal of any limited partner of the Borrower from its partnership, (iii) any transfer of limited partnership interest in the Borrower and the admission of a substitute limited partner, (iv) any transfer of direct or indirect interests in any limited partner of the Borrower, or (v) any transfer of interests pursuant to the provisions of the Borrower’s partnership agreement as in effect from time to time, including but not limited to the removal of a general partner of the Borrower and replacement thereof by an affiliate of a limited partner of the General PartnerBorrower pursuant to the Borrower’s partnership agreement; provided, however, that the Governmental Lender shall receive notice from the Borrower of any transfer of general partner interests. For the Qualified Project Period, the Borrower shall not: (1) except pursuant to the provisions of this Regulatory Agreement, the Borrower Loan Agreement and the Security Instrument (and upon receipt by the Borrower of an opinion of Tax Counsel that such action will not adversely affect the Tax-Exempt status of interest on the Governmental Lender Note), or except upon a sale, transfer or other disposition of the Project in accordance with the terms of this Regulatory Agreement, subordinate or encumber any of the Project or grant commercial leases (cnot including any laundry, cable, management office equipment, resident service (including but not limited to convenience vending, or satellite television) the transfer or similar or related leases) of any non-managing member interest in part thereof, or permit the Investor Limited Partnerconveyance, transfer or encumbrance of any part of the Project (except for apartment leases); (2) demolish any part of the Project or substantially subtract from any real or personal property of the Project, except to the extent that what is removed is replaced with comparable property; or (3) permit the use of the dwelling accommodations of the Project for any purpose except rental residences.

Sale or Transfer of the Project. The Owner intends to hold For the Project for its own accountCompliance Period, has no current plans to sellthe Borrower shall not, transfer or otherwise dispose except as provided below and in accordance with the Borrower Loan Agreement and the Deed of Trust, Transfer the Project, and hereby covenants and agrees not to sell, transfer in whole or otherwise dispose of the Project, or any portion thereof (other than for individual tenant use as contemplated hereunder and the option held by the General Partner to purchase the Project upon the expiration of the applicable tax credit compliance period) or interest therein, including any interest in the Ownerpart, without obtaining the prior written consent of the CityGovernmental Lender, which consent shall not be unreasonably withheld, and given as promptly as practicable following: (A) the receipt by the City Governmental Lender of (i) evidence satisfactory to the City that the Owner’s purchaser or transferee has assumed in writing and in full, the 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 binding on the transferee, (iii) evidence acceptable to the City Governmental Lender that (1) the Borrower shall not be in default hereunder, under the Other Regulatory Agreement or under the Borrower Loan Agreement (which may be evidenced by a certificate of the Borrower) or the transferee undertakes to cure any defaults of the Borrower to the reasonable satisfaction of the Governmental Lender; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (Aa) the purchaser transferee or assignee its property manager has at least three years’ experience in the ownership, operation and management of similar-sized rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects in the City such as the Project containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local government requirements applicable to such projects, or (Bb) the purchaser or assignee transferee agrees to retain a property management firm with the experience and record described in subparagraph subclause (Aa) above above, or (Cc) if the purchaser transferring Borrower or assignee its management company will continue to manage the Project for at least one year following such transfer and during such period will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (4) the person or entity which is to acquire the Project does not have management experiencepending against it, and does not have a history of, building code violations or significant and material complaints concerning the City may cause maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, state or federal regulatory agencies; (B) the Program Administrator to provide on-site training in program compliance if execution by the City determines such training is necessary, (iv) evidence satisfactory transferee of any document requested by the Governmental Lender with respect to the City that no event assumption of default exists the Borrower’s obligations under this Regulatory Agreement, the Other Regulatory Agreement and the Borrower Loan Agreement or any document related Agreement, including without limitation an instrument of assumption hereof, and delivery to the Loan, and payment Governmental Lender of all fees and expenses of the City and the Fiscal Agent due under any an opinion of such documents is currenttransferee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such purchaser or assignee; (vC) receipt by the Governmental Lender of an opinion of Tax Counsel addressed to the Governmental Lender and the Bank to the effect that any such transfer will not, in itself, cause interest on the Note to become includable in the gross income of the recipients thereof for federal income tax purposes. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition will not adversely affect the Tax-Exempt status of interest on the Project in violation Tax-Exempt Notes; (D) receipt by the Governmental Lender and Bank of this Section 12 shall be null, void all fees and/or expenses then currently due and without effect, shall cause a reversion of title payable to the Owner, Governmental Lender and shall be ineffective to relieve the Owner of its obligations under this Regulatory Agreement. Nothing in this Section 12 shall affect any provision of any other document or instrument between the Owner and any other party which requires the Owner to obtain the prior written consent Bank; (E) satisfaction of such other party conditions or matters as are set forth in order to sell, the Borrower Loan Agreement and the Deed of Trust; (F) the Other Project shall be transferred coterminously with the transfer or otherwise dispose of the Project. Not less than sixty (60) days prior to consummating any sale, transfer or disposition of any interest in the Project, the Owner shall deliver to the City a notice in writing explaining the nature of the proposed transfer. Notwithstanding the foregoing, the provisions of this Section 12 shall not apply to the transfer of all or any portion of (a) the limited partner interest of the Investor Limited Partner or the Administrative Limited Partner in the Owner (which is instead subject to paragraph (i) of Section 7), (b) the General Partner interest to an affiliate of the General Partner, or (c) the transfer of any non-managing member interest in the Investor Limited Partner.same transferee;

Sale or Transfer of the Project. The Owner intends to hold For the Qualified Project for its own accountPeriod, has no current plans to the Borrower shall not, except as provided below and in accordance with the Borrower Loan Agreement and the Security Instrument, sell, transfer or otherwise dispose of the Project, and hereby covenants and agrees not to sell, transfer in whole or otherwise dispose of the Project, or any portion thereof (other than for individual tenant use as contemplated hereunder and the option held by the General Partner to purchase the Project upon the expiration of the applicable tax credit compliance period) or interest therein, including any interest in the Ownerpart, without obtaining the prior written consent of the CityGovernmental Lender, which consent shall not be unreasonably withheld, and given as promptly as practicable following: (A) the receipt by the City Governmental Lender of (i) evidence satisfactory to the City that the Owner’s purchaser or transferee has assumed in writing and in full, the 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 binding on the transferee, (iii) evidence acceptable to the City Governmental Lender that (1) the Borrower shall not be in default hereunder, under the Other Regulatory Agreement or under the Borrower Loan Agreement (which may be evidenced by a certificate of the Borrower) or the purchaser or assignee undertakes to cure any defaults of the Borrower to the reasonable satisfaction of the Governmental Lender; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (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 in the City such as the Project containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local government 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 subparagraph subclause (Aa) above above, or (Cc) if the transferring Borrower or its management company will continue to manage the Project for at least one year following such transfer and during such period will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (4) the person or entity which is to acquire the Project does not have pending against it, and does not have a history of, 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 or federal regulatory agencies; (B) the execution by the purchaser or assignee does not have management experience, of any document requested by the City may cause the Program Administrator to provide on-site training in program compliance if the City determines such training is necessary, (iv) evidence satisfactory Governmental Lender with respect to the City that no event assumption of default exists the Borrower’s obligations under this Regulatory Agreement and the Borrower Loan Agreement, the Loan Agreement or any document related including without limitation an instrument of assumption hereof, and delivery to the Loan, and payment Governmental Lender of all fees and expenses of the City and the Fiscal Agent due under any an opinion of such documents is currentpurchaser 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; (vC) receipt by the Governmental Lender of an opinion of Tax Counsel addressed to the Governmental Lender and the Funding Lender to the effect that any such sale, transfer or other disposition will not, in itself, cause not adversely affect the Tax-Exempt status of interest on the Note Governmental Lender Note; (D) receipt by the Governmental Lender and Funding Lender of all fees and/or expenses then currently due and payable to become includable the Governmental Lender and Funding Lender; (E) satisfaction of such other conditions or matters as are set forth in the gross income Borrower Loan Agreement and the Security Instrument; (F) the Other Project shall be transferred coterminously with the transfer of the recipients thereof for federal income tax purposesProject, to the same transferee; and (G) such other conditions are met as the Governmental Lender may reasonably impose. The Governmental Lender hereby consents to a transfer of the Project by the Borrower to its general partner or its affiliate, if the Governmental Lender receives the documents listed in the preceding sentence. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12 shall be null, void and without effect, shall cause a reversion of title to the OwnerBorrower, and shall be ineffective to relieve the Owner Borrower of its obligations under this Regulatory Agreement. Nothing in this Section 12 shall affect any provision of any other document or instrument between the Owner Borrower and any other party which requires the Owner Borrower to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. Not less than sixty (60) days prior Upon any sale or other transfer which complies with this Regulatory Agreement, the Borrower shall be fully and automatically released from its obligations hereunder to consummating the extent such obligations have been assumed by the transferee of the Project. Any transfer of the Project to any saleentity, transfer whether or disposition not affiliated with the Borrower, shall be subject to the provisions of this Section 12, except that no consent of the Governmental Lender shall be required in the case of any interest transfer of the Project to a general partner of the Borrower or an affiliate of a general partner of the Borrower if any applicable conditions set forth in the Borrower Loan Agreement and any conditions set forth in the Security Instrument are satisfied and, in any event, the Borrower notifies the Governmental Lender in writing of any such transfer. Notwithstanding anything contained in this Section 12 to the contrary, neither the consent of the Governmental Lender nor the delivery of items (A) through (F) of the preceding paragraph shall be required in the case of (a) the execution, delivery and recordation by Borrower of any mortgage or deed of trust encumbering all or any part of the Project, or (b) a foreclosure or deed in lieu of foreclosure by the Owner shall deliver to Funding Lender whereby the City Funding Lender or a notice in writing explaining purchaser at a foreclosure sale becomes the nature owner of the proposed transferProject, and nothing contained in this Section 12 shall otherwise affect the right of the Funding Lender or a purchaser at a foreclosure sale to foreclose on the Project or to accept a deed in lieu of foreclosure. Notwithstanding The Governmental Lender’s consent otherwise required by item (A) of the foregoingpreceding paragraph shall not be required in connection with any purchase of the Project by a partner of the Borrower as allowed for in the Borrower’s partnership agreement. In addition, the provisions of this Section 12 shall not apply to the transfer of all or any portion of (a) the limited partner interest of the Investor Limited Partner or the Administrative Limited Partner in the Owner (which is instead subject to paragraph (i) the replacement of Section 7)the managing general partner of the Borrower by an entity formed by or that is a subsidiary of the initial managing general partner of the Borrower, (bii) the General Partner interest to an affiliate withdrawal of any limited partner of the General Partner, or (c) the transfer of any non-managing member interest in the Investor Limited Partner.Borrower from its partnership,

Sale or Transfer of the Project. The During the Compliance Period, the Owner intends shall not, except for a transfer to hold a qualified 501(c)(3) Affiliate of the Project for its own accountGeneral Partner in accordance with the Purchase Option and Right of First Refusal attached to the Owner’s limited partnership agreement and as provided below, has no current plans to sell, transfer or otherwise voluntarily dispose of the Project, and hereby covenants and agrees not to sell, transfer in whole or otherwise dispose of the Project, or any portion thereof (other than for individual tenant use as contemplated hereunder and the option held by the General Partner to purchase the Project upon the expiration of the applicable tax credit compliance period) or interest therein, including any interest in the Ownerpart, without obtaining the prior written consent of the CityGovernmental Lender and the Fiscal Agent, which consent shall not be unreasonably withheldwithheld or delayed if the following conditions are satisfied: (A) the Governmental Lender and the Fiscal Agent have received evidence, and receipt by the City of (i) evidence satisfactory reasonably acceptable to the City that Governmental Lender and the Owner’s purchaser Fiscal Agent, that (1) the Owner is not in default hereunder or transferee has assumed in writing and in full, under the Owner’s duties and obligations under Borrower Loan Agreement (which may be evidenced by a Certificate of Continuing Program (2) the continued operation of the Project complies with the provisions of this Regulatory Agreement, ; (ii3) 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 binding on the transferee, (iii) evidence acceptable to the City that 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 in the City such as the Project containing below-market-rate units, without any record of material violations of discrimination restrictions or other state State or federal laws or regulations or local governmental 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 subparagraph subclause (Aa) above above, or (Cc) if the transferring Owner or its management company will continue to manage the Project for at least one year following such transfer and during such period will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (4) the person or entity that 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 does not have management experience, of any document reasonably requested by the City may cause Governmental Lender or the Program Administrator to provide on-site training in program compliance if the City determines such training is necessary, (iv) evidence satisfactory Fiscal Agent with respect to the City that no event assumption of default exists the Owner’s obligations under this Regulatory Agreement and, if the Governmental Lender Notes are outstanding at the time of transfer, the Borrower Loan Agreement, the Loan Agreement or any document related including without limitation an instrument of assumption hereof and thereof, and delivery to the Loan, and payment Governmental Lender of all fees and expenses of the City and the Fiscal Agent due under any of such documents is current, and (v) an opinion of Tax such purchaser or assignee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such purchaser or assignee, subject to bankruptcy and other standard limitations affecting creditor’s rights; (C) receipt by the Governmental Lender of an opinion of Bond Counsel to the effect that any such sale, transfer or other disposition will not, in itself, cause not adversely affect the Tax- Exempt status of interest on the Note Governmental Lender Notes; (D) receipt by the Governmental Lender and Fiscal Agent of all fees and/or expenses then currently due and payable to become includable in the gross income Governmental Lender and Fiscal Agent; and (E) receipt by the Governmental Lender of evidence of satisfaction of compliance with the provisions of Section 31(d)(i) related to notice to CDLAC of transfer of the recipients thereof for federal income tax purposesProject. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12 12, other than pursuant to a foreclosure or deed in lieu of foreclosure following a default under the Borrower Loan Agreement, shall be null, void and without effect, shall cause a reversion of title to the Owner, and shall be ineffective to relieve the Owner of its obligations under this Regulatory Agreement. Nothing in this Section 12 shall affect any provision of any other document or instrument between the Owner and any other party which that requires the Owner to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. Not less than sixty The written consent of the Governmental Lender to any transfer of the Project shall constitute conclusive evidence that the transfer is not in violation of this Section 12. Upon any sale or other transfer that complies with this Regulatory Agreement, the Owner shall be fully released from its obligations hereunder to the extent such obligations have been fully assumed in writing by the transferee of the Project. Except as otherwise provided herein, any transfer of the Project to any entity, whether or not affiliated with the Owner, shall be subject to the provisions of this Section 12, except as provided immediately below. Interests in the Owner may not be transferred without the prior written consent of the Governmental Lender (60which consent will not be unreasonably withheld), except as follows: (i) transfers of the respective interests of the Owner’s limited partner(s) to any entity that is either (A) an affiliate of any limited partner, (B) controlled by, or under common control with, the Equity Investor or any affiliate thereof, or (C) the general partner of the Owner or an affiliate of the general partner of the Owner, provided that in the event of a transfer to the general partner of the Owner or an affiliate of the general partner of the Owner, the Owner provides evidence satisfactory to the Governmental Lender that the transfer of such interest or interests will not have a material adverse effect on the operation or finances of the Project; (ii) transfers of interests among the Owner’s limited partners; (iii) the pledge and encumbrance of the interest of Owner’s limited partners to or for the benefit of any financial institution that enables the limited partner(s) to make capital contributions to the Owner; or (iv) the removal, or withdrawal in lieu of removal, of a general partner of Owner by a limited partner for cause, provided that the Governmental Lender shall have the right to approve or disapprove any new general partner within 90 days prior after replacement of the existing general partner (with such approval not being 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 Governmental Lender Notes being reissued at various points in the financing, including in connection with any remarketing, and that a change in ownership of the Project within six months of a reissuance or refunding of the Governmental Lender Notes will cause the interest paid on the reissued or refunding bonds not to consummating any sale, be excluded from gross income for federal tax purposes. Restrictions on sale or transfer of the Project or disposition of any interest in the ProjectOwner, consents of the Governmental Lender or the Fiscal 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 a Funding Lender or a third party by foreclosure, deed in lieu of foreclosure or comparable conversion of the Borrower Loans or to any subsequent transfer by a Funding Lender following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Borrower Loans. Except as provided in Section 13, no such transfer of the Project shall operate to release the Owner from its obligations under this Regulatory Agreement. For the Compliance Period, the Owner shall deliver to the City a notice in writing explaining the nature not: (1) encumber any of the proposed transfer. Notwithstanding Project or grant commercial leases of any part thereof, or permit the foregoingconveyance, transfer or encumbrance of any part of the Project, except pursuant or subordinate to the provisions of this Section 12 shall not apply Regulatory Agreement, 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 Governmental Lender Notes, or except upon a sale, transfer of all or any portion of (a) the limited partner interest other disposition of the Investor Limited Partner or Project in accordance with the Administrative Limited Partner in the Owner terms of this Regulatory Agreement; (which is instead subject to paragraph (i2) of Section 7), (b) the General Partner interest to an affiliate demolish any part of the General PartnerProject 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 (c3) permit the transfer use of the dwelling accommodations of the Project for any non-managing member interest in the Investor Limited Partnerpurpose except rental residences.

Sale or Transfer of the Project. The Owner intends to hold For the Qualified Project for its own accountPeriod, has no current plans to the Borrower shall not, except as provided below, sell, transfer or otherwise voluntarily dispose of the Project, and hereby covenants and agrees not to sell, transfer in whole or otherwise dispose of the Project, or any portion thereof (other than for individual tenant use as contemplated hereunder and the option held by the General Partner to purchase the Project upon the expiration of the applicable tax credit compliance period) or interest therein, including any interest in the Ownerpart, without obtaining the prior written consent of the CityGovernmental Lender (which consent of the Governmental Lender may be provided by an “Authorized Officer,” as such term is used in [Section 8] of the Resolution adopted by the Governmental Lender on [ , 2014] approving, among other documents, this Regulatory Agreement) and the Fiscal Agent, which consent shall not be unreasonably withheldwithheld or delayed if the following conditions are satisfied: (a) the Governmental Lender and the Fiscal Agent have received evidence, reasonably acceptable to the Governmental Lender and receipt by the City of Fiscal Agent, that (i) evidence satisfactory the Borrower 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 Borrower to the City that reasonable satisfaction of the Owner’s purchaser or transferee has assumed in writing and in full, Governmental Lender; (ii) the Owner’s duties and obligations under continued operation of the Project shall comply with the provisions of 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 binding on the transferee, ; (iii) evidence acceptable to the City that 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 in the City such as the Project containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects, or (B) the purchaser or assignee agrees to retain a property management firm with the experience and record described in subparagraph subclause (A) above above, or (C) if the transferring 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 (iv) 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 does not have management experience, of any document reasonably requested by the City may cause Governmental Lender or the Program Administrator to provide on-site training in program compliance if the City determines such training is necessary, (iv) evidence satisfactory Fiscal Agent with respect to the City that no event assumption of default exists the Borrower’s obligations under this Regulatory Agreement and, if any of the Governmental Lender Notes is outstanding at the time of transfer, the Borrower Loan Agreement, the Loan Agreement or any document related including without limitation an instrument of assumption hereof and thereof, and delivery to the Loan, and payment Governmental Lender of all fees and expenses of the City and the Fiscal Agent due under any an opinion of such documents is currentpurchaser 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; (vc) receipt by the Governmental Lender of an opinion of Tax Counsel to the effect that any such sale, transfer or other disposition will not, in itself, cause not adversely affect the Tax- Exempt status of interest on the Note Tax-Exempt Governmental Lender Note; and (d) receipt by the Governmental Lender and Fiscal Agent of all fees and/or expenses then currently due and payable to become includable in the gross income Governmental Lender and Fiscal Agent under any of the recipients thereof for federal income tax purposesBorrower Loan Documents or the Funding Loan Documents. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section 12 12, other than pursuant to a foreclosure or deed in lieu of foreclosure following a default under the Borrower Loan Agreement, shall be null, void and without effect, shall cause a reversion of title to the OwnerBorrower, and shall be ineffective to relieve the Owner Borrower of its obligations under this Regulatory Agreement. Nothing in this Section 12 shall affect any provision of any other document or instrument between the Owner Borrower and any other party which requires the Owner Borrower to obtain the prior written consent of such other party in order to sell, transfer or otherwise dispose of the Project. Not less than sixty The written consent of the Governmental Lender to any transfer of the Project shall constitute conclusive evidence that the transfer is not in violation of this Section 12. Upon any sale or other transfer that complies with this Regulatory Agreement, the Borrower 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 Borrower, shall be subject to the provisions of this Section 12, except as provided immediately below. Interests in the Borrower may not be transferred without the prior written consent of the Governmental Lender, except as follows: (60a) days prior transfers of the respective interests of the Borrower’s limited partners to consummating any saleentity which is either (a) an affiliate of either limited partner or (b) which is controlled by the Investor Limited Partner or any affiliate thereof; (b) transfers of interests within the Borrower’s limited partners; (c) the pledge and encumbrance of the interests of Borrower’s limited partners to or for the benefit of any financial institution which enables the limited partners to make capital contributions to the Borrower; (d) the removal or withdrawal in lieu of removal of a general partner of Borrower by its administrative limited partner for cause in accordance with Borrower’s partnership agreement and the replacement thereof by Borrower’s administrative limited partner; or (e) the exercise by Borrower’s general partner of the purchase option or right of first refusal set forth in Borrower’s partnership agreement. The Borrower acknowledges that a sale or exchange of 50% or more of the capital and profits interests in the Borrower 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 Borrower further acknowledges that there is a possibility of some or all of the Governmental Lender Notes being reissued at various times before the Funding Loan has been fully repaid, including any in connection with any remarketing of any of the Governmental Lender Notes, and that a change in ownership of the Project within six months of a reissuance or refinancing of the Tax-Exempt Governmental Lender Note will cause the interest paid on the reissued or refunding indebtedness not to be excluded from gross income for federal tax purposes. Restrictions on sale or transfer of the Project or disposition of any interest in the Borrower, consents of the Governmental Lender or the Fiscal 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 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 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 Borrower from its obligations under this Regulatory Agreement. For the Qualified Project Period, the Borrower shall not: (a) 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, the Owner shall deliver except pursuant or subordinate to the City a notice in writing explaining the nature of the proposed transfer. Notwithstanding the foregoing, the provisions of this Section 12 shall not apply Regulatory Agreement and the Security Instrument (including any permitted encumbrances referenced therein), and upon receipt by the Borrower of an opinion of Tax Counsel to the effect that such action will not adversely affect the Tax-Exempt status of interest on the Tax-Exempt Governmental Lender Note, or except upon a sale, transfer of all or any portion of (a) the limited partner interest other disposition of the Investor Limited Partner or Project in accordance with the Administrative Limited Partner in the Owner (which is instead subject to paragraph (i) terms of Section 7), this Regulatory Agreement; (b) the General Partner interest to an affiliate demolish any part of the General PartnerProject 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 (c) permit the transfer use of the dwelling accommodations of the Project for any non-managing member interest in the Investor Limited Partnerpurpose except rental residences.