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(ii) Any Transfer to a nonprofit public benefit corporation recognized by the Internal Revenue Service to be an exempt organization pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, and controlled by BRIDGE Housing Corporation ( "BRIDGE "), or both of them, subject to limited review by the City to determine that such entity is a tax exempt organization, is controlled by BRIDGE, and has adequate assets to carry out its obligations under this Agreement , and City expressly covenants that such consent shall not be unreasonably or arbitrarily refused; (iii) Any Transfer to a limited liability company or limited partnership, the managing member or partner of which is BRIDGE, or a nonprofit public benefit corporation controlled by BRIDGE, subject to limited review by the City to determine that such entity is a tax exempt organization, is controlled by BRIDGE, and has adequate assets to carry out its obligations under this Agreement, and City expressly covenants that such consent shall not be unreasonably or arbitrarily refused. (iv) A sublease or subleases of non - residential spaces in the Project. The Borrower shall not, without first obtaining the written consent of the City, sublet the non- residential spaces in the Project, and City expressly covenants that such consent shall not be unreasonably or arbitrarily refused. (v) Any Transfer resulting from foreclosure of a lien that serves Borrower's obligations in connection with Approved Financing, or from a conveyance or assignment in lieu of such foreclosure. (vi) Any other Transfer approved by the City in writing. (d) Effectuation of Certain Permitted Transfers. No Transfer of this Agreement permitted pursuant to subsection (c) (other than a transfer pursuant to subsection (c)(i) and (iv)), shall be effective unless, at the time of the Transfer, the person or entity to which such Transfer is made, by an instrument in writing reasonably satisfactory to the City and in form recordable among the land records, shall expressly assume the obligations of the Borrower under this Agreement and agree to be subject to the conditions and restrictions to which the Borrower is subject arising during the Term. In the absence of specific written agreement by the City, no such Transfer, assignment or approval by the City shall be deemed to relieve the Borrower or any other party from any obligations under this Agreement. ARTICLE 5 DEFAULT AND REMEDIES Section 5.1 Events of Default. Each of the following shall constitute a "Default" by Borrower under this Agreement: (a) Failure to Construct. Failure of Borrower to commence and complete construction of the Project in accordance with Article 3 above; HELP Loan 9 144U05\272256.4