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602.2 Permitted Transfers. Notwithstanding any other provision of this <br />Agreement to the contrary, the Agency approval of a Transfer shall not be required in connection <br />with any of the following: <br />(a) Any transfers of Phase R-I and Phase R-2 of the Site or <br />assignment of the Agreement with respect to Phase R-I and Phase R-2 to an entity or entities <br />(each, a "Tax Credit Partnership") in which the Developer (or a limited liability company in <br />which The Related Companies of California, LLC, directly or indirectly, owns a controlling <br />interest) is a general partner or managing member. Affordable Housing Access, Inc. (or a <br />limited liability company in which Affordable Housing Access, Inc. is a managing member) is <br />hereby pre-approved as a general partner or managing member of any such Tax Credit <br />Partnerships. <br />(b) Any grant by a Tax Credit Partnership of a purchase option and/or <br />right of first refusal of its rights in and to Phase R-1 and/or Phase R-2 to affiliates of The Related <br />Companies of California, LLC and/or Affordable Housing Access, Inc, or the transfer of Phase <br />R-1 and/or Phase R-2 pursuant thereto. <br />(c) The conveyance or dedication of any portion of the Site to the City <br />or other appropriate governmental agency, or the granting of easements or permits to facilitate <br />construction of the Developer Improvements. <br />(d) Any requested assignment for financing purposes (subject to such <br />financing being considered and approved by the Agency pursuant to Section 316 herein), <br />including the grant of a deed of trust to secure the funds necessary for construction and <br />permanent financing of the Developer Improvements. <br />(e) Subject to the provisions of this Agreement, the leasing of Rental <br />Units to qualified persons and households in the normal course of business. <br />(f) Subject to the provisions of this Agreement, the sale of For-Sale <br />Unit(s) to qualified persons and households in the normal course of business. <br />(g) Any Transfer of the For-Sale Portion of the Project and the <br />corresponding rights and obligations of this Agreement relating to Phase FS and the For-Sale <br />Portion to City Ventures, LLC, a Delaware limited liability company (or a limited liability <br />company in which City Ventures, LLC or an entity controlled by City Ventures, LLC is the <br />managing member and, directly or indirectly, owns a controlling interest) ("City Ventures"), <br />provided that City Ventures assumes all of the provisions of this DDA that relate to and/or <br />concern the For-Sale Portion of the Project pursuant to an assumption agreement (or assignment <br />and assumption agreement) that is submitted to and approved by the Agency Executive Director. <br />Notwithstanding anything to the contrary contained in this Agreement, or <br />otherwise, upon any Transfer contemplated by Sections 602.2(a) or (g) above, the Agency shall <br />release and forever discharge the Developer from any further liability or obligation with respect <br />to the obligations under this Agreement as to the Phase to which such assignment(s) relate, <br />which release shall include, without limitation, release under Section 1542 of the California Civil <br />Code. The Agency shall provide such release in writing concurrent with such assignment or <br />DOCSOG 1400673v 14/200272-0001 <br />62