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ARTICLE VIII LIMITATIONS ON CHANGE IN OWNERSHIP,MANAGEMENT AND CONTROL OF DEVELOPER 8.1 Identity of Developer; Changes Only Pursuant to this Agreement. Developer and its principals have represented that they possess the necessary expertise, skill and ability to carry out the development of the Project pursuant to this Agreement. The qualifications, experience, financial capacity and expertise of Developer and its principals are of particular concern to the City. It is because of these qualifications, experience, financial capacity and expertise that the City has entered into this Agreement with Developer. No voluntary or involuntary successor, assignee or transferee of Developer shall acquire any rights or powers under this Agreement, except as expressly provided herein. 8.2 Prohibition on Transfer. Prior to the expiration of the term of the Regulatory Agreement, Developer shall not, except as expressly permitted by this Agreement, directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial sale, transfer, conveyance, assignment or lease(collectively, "Transfer") of the whole or any part of the Property,the Project, the Improvements, or this Agreement, without the prior written approval of City which approval shall not be unreasonably withheld. Any such attempt to assign this Agreement without the City's consent shall be null and void and shall confer no rights or privileges upon the purported assignee. In addition to the foregoing, prior to the expiration of the term of the Regulatory Agreement,except as expressly permitted by this Agreement,Developer shall not undergo any significant change of ownership without the prior written approval of City. For purposes of this Agreement, a"significant change of ownership"shall mean a transfer of the beneficial interest of more than twenty-five percent(25%) in aggregate of the present ownership and/or control of Developer,taking all transfers into account on a cumulative basis. 8.3 Permitted Transfers. Notwithstanding any contrary provision hereof, the prohibitions set forth in this Article shall not be deemed to prevent: (i)the granting of temporary easements or permits to facilitate development of the Property; (ii)the dedication of any property required pursuant to this Agreement; (iii) the lease of individual residences to tenants for occupancy as their principal residence in accordance with the Regulatory Agreement; (iv) assignments creating security interests for the purpose of financing the acquisition, construction or permanent financing of the Project in accordance with the approved Financing Plan as it may be updated with City approval, and subject to the requirements of Article IX, or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest; (v) a Transfer to a tax-exempt entity under the direct control of or under common control with MidPen; (vi)a Transfer to a limited partnership in which a tax-exempt affiliate of MidPen is the managing general partner; (vii)the admission of limited partners and any transfer of limited partnership interests in accordance with Developer's agreement of limited partnership(the "Partnership Agreement"); (viii)the removal of Developer's general partner by the investor limited partner for a default under the Partnership Agreement,provided that the replacement general partner is an entity reasonably satisfactory to City; or (ix)the transfer of the general partner's interest to a nonprofit entity that is tax-exempt under Section 501(c)(3)of the OAK#4822-6539-6013 v3 26