80A - PH AGMT WITH COUNTY OF ORANGE 65 YR GROUND LEASE

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i0a:11-111 a (d) A mere change in the form, method, or status of ownership (including, without limitation, the creation of single -purpose entities) as long as the ultimate beneficial ownership remains the same as of the Effective Date, or is otherwise excluded in accordance with subsections (a) — (c) above; (e) A transfer to an Affiliated nonprofit public benefit corporation or for - profit corporation, or to a limited partnership whose general partner is a nonprofit corporation, for - profit corporation or limited liability company Affiliated with the Tenant or the Tenant's general partner, subject to the County and Agency's right to reasonably approve the agreement to effect such assignment or transfer; (f) The lease, assignment of lease or sublease of any individual residential unit in the Improvements; (g) A transfer of the Tenant's interest in the Premises by foreclosure or deed in lieu of foreclosure (i) to any bona fide third -party lender holding a lien encumbering the Premises (or its nominee), and (ii) by a Lender Foreclosure Transferee to a third -party made in accordance with Section 17.6.5; (h) Transfers of any limited partnership or membership interest in the Tenant to an investor solely in connection with the tax credit syndication of the Premises in accordance with Section 42 of the Internal Revenue Code of 1986, as amended (the "Tax Credit Laws"), (including, without limitation, a subsequent transfer of the Limited Partner's interest to an Affiliate of the Limited Partner), provided, such syndication shall not extend the Term of this Lease; (i) The grant or exercise of an option agreement or right of first refusal solely in connection with the tax credit syndication of the Premises in accordance with the Tax Credit Laws provided that the syndication shall not extend the Term of this Lease; 0) The removal and replacement of one or both of Tenant's general partners pursuant to the terms of Tenant's Partnership Agreement as of the Effective Date and replacement by the Limited Partner, or an Affiliate thereof, or (k) Any assignment of the Lease by Tenant to an Affiliate of Tenant or to a Mortgagee as security in which there is no change to the direct and indirect beneficial ownership of the leasehold interest. 1.1.19. "Force Majeure Event" is defined in Article XIV. 1.1.20. "Hazardous Material(s)" is defined in Section 4.5. 1.1.21. "HCD" shall mean the California Department of Housing and Community Development. 1.1.22. "Improvement Costs" shall mean the final actual construction costs incurred by Tenant in connection with the construction of the Improvements and in accordance with the terms of this Lease, excluding ordinary repair and maintenance costs and any Permitted Capital Expenditures paid for out of the Capital Improvement Fund. Page 15