WASHINGTON SANTA ANA HOUSING PARTNERS, L (2).P

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except for a Permitted Transfer or except as otherwise permitted under the Loan Documents, Developer shall not sell or otherwise transfer the Project or any portion thereof, and none of the constituent general partners of Developer shall sell or otherwise transfer their interests in Developer, and none of the constituent general partners in a partnership that is a general partner in Developer shall sell or otherwise transfer their interest in such partnership without first obtaining the approval of the City, which consent the City may withhold or grant in the exercise of its reasonable and good faith discretion. The City shall not approve any such transfer request if the Developer is in default under any of the Loan Documents or the Management Plan. For purposes hereof, "Permitted Transfer" shall mean: (a) The granting of easements or licenses to any appropriate governmental agency or utility or permits to facilitate the development and/or operation of the Property; (b) A sale or transfer in connection with a foreclosure or deed in lieu of foreclosure of any senior deed of trust so long as the City is given notice as provided in Section 21.2 in order to exercise its remedies under Section 20.2; (c) The lease of any individual residential unit in the Project; (d) (i) A transfer of the Developer's interest in the Property by foreclosure or deed in lieu of foreclosure to any bona fide third -party lender holding a lien encumbering the Property (or its nominee); and, (ii) following a foreclosure or a transfer of the Property by deed in lieu thereof, the first subsequent transfer to a third -party; (e) A transfer of limited partnership interests in Developer; (f) Transfer of the Property pursuant to the terms of a purchase option or right of first refusal executed in connection with Developer's amended and restated agreement of limited partnership; and (g) The removal of the general partner of Developer as permitted under Developer's Partnership Agreement. 9.14. Applicable Law. This Agreement shall be interpreted, governed and enforced under federal and State of California laws. 9.15. Third Parties. This Agreement is made for the sole benefit of Developer and the City and their successors and assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement or any right to the exercise of any right or power of the City hereunder or arising from any default by Developer, nor shall the City owe any duty whatsoever to any claimant for labor performed or materials furnished in connection with the construction of the Property. 9.16. Control of Property. The parties acknowledge that the City has not at any time participated in any manner in the management or operation of the Property, and will not so participate at any time hereafter. 23 The Crossroads at Washington City HOME Loan Agreement