NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA ("NATIONAL CORE")

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assignment or, as indicated, grant of any lesser interest or grant of an encumbrance): (a) transfer of all or any portion of Developer's ground leasehold interest in the Property, or Developer's interest hereunder, to a limited partnership the general partner of which is Developer, a nonprofit entity affiliated with Developer, or a limited liability company of which Developer or a nonprofit entity affiliated with Developer is the manager, and such limited partnership has been formed to be an entity to receive capital contributions resulting from the syndication of federal low-income tax credits which may be awarded to Developer, the Project or to such limited partnership (such limited partnership is referred to herein as a "Tax Credit Limited Partnership"); (b) the granting of any temporary or permanent easements, rights, licenses or rights-of-way which are necessary to facilitate construction of the improvements constituting the Project, providing only that the grant of such easements, rights, licenses or rights-of-way must be in furtherance of the development of the Project; (c) recordation of a memorandum of ground lease, and, as may be applicable, one or more reciprocal easement agreements between Developer and the owner of fee title to the Property relating to common use and maintenance of the Property or other similar matters; (d) the pledge of the ground leasehold interest of Developer or of a successor Tax Credit Limited Partnership as security for financing necessary to acquire and/or construct and/or operate the affordable housing project on the Property including necessary construction and/or permanent loans; (e) a Transfer only to a person or entity that as of the date of Transfer holds an equity interest in the entity whose equity interest is being transferred; (f) a collateral pledge of the equity interest of the Tax Credit Limited Partnership to a lender providing construction and/or permanent loans for the Project; (g) issuance of previously unissued or new equity interests in a Tax Credit Limited 'Partnership that increase the amount of outstanding equity interests therein by less than 10%; (h) a Transfer by the tax credit investor of its limited partnership interest in a Tax Credit Limited Partnership to a syndicated equity fund for the purposes of syndication of the tax credit equity; (i) removal of the general partner of the Tax Credit Limited Partnership by the tax credit investor in accordance with the Partnership Agreement of the Tax Credit Limited Partnership and replacement of such general partner with a general partner which is the tax credit investor or an affiliated entity or, if different, with a general partner reasonably approved by the City, approval of which shall not be unreasonably withheld; 0) the grant and exercise of an option and/or right of first refusal from the tax credit investor to the general partner of the Tax Credit Limited Partnership in accordance with the Partnership Agreement upon the anticipated exit of the tax credit investor from the Tax Credit Limited Partnership at or around the expiration of the tax credit compliance period; or (k) a Transfer or sale of the Property and Project at approximately the end of the tax credit compliance period established by virtue of the award of tax credits to the Tax Credit Limited Partnership, the Developer or for the Project, or at the end of a later tax credit compliance period arising from subsequent issuance of tax credits, in which or which is: (i) not a sale to an unrelated or unaffiliated third party, but is a Transfer or sale to a new limited partnership satisfying the requirements of subparagraph (a) above or is Developer or a nonprofit entity affiliated with Developer, (ii) the purchase or Transfer as fanded in part by an award of new tax credits or tax exempt bonds or other similar financing source, (iii) the Transfer or purchase occurs in order to buy out the equity interest of the tax credit investor or its successor in interest in the Tax Credit Limited Partnership as well as to generate funding 16