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17. TRANSFERS OF INTEREST IN PROPERTY OR AGREEMENT 17.1 Prohibition. The qualifications and identity of Vista Del Rio are of particular concern to the Successor Agency, Authority, and City. It is because of those qualifications and identity that Successor Agency, Authority, and City have entered into the Loan Agreement and the other Project Documents with Vista Del Rio. Therefore, for the period commencing upon the date of the Loan Agreement and until the expiration of the Term hereof, no voluntary or involuntary successor in interest of Vista Del Rio shall acquire any rights or power under the Loan Agreement or these Restrictions, nor shall Vista Del Rio make any total or partial sale, transfer, conveyance, assignment, subdivision, refinancing or lease of the whole or any part of the Property or the Improvements thereon (collectively, "Transfer ") without prior written approval of the Successor Agency, Authority, and City, except as expressly set forth herein. Any proposed total or partial Transfer without Successor Agency, Authority, and City approval shall constitute a Default pursuant to Article 20, et seq., hereof. 17.2 Permitted Transfers. Notwithstanding any other provision of the Loan Agreement or these Restrictions to the contrary, Successor Agency, Authority, and City approval of a Transfer shall not be required in connection with any of the following: (a) Any Transfer to an entity or entities in which Vista Del Rio directly or indirectly retains a minimum of fifty -one percent (51 %) of the ownership or beneficial interest and retains management and control of the transferee entity or entities. (b) The conveyance or dedication of any portion of the Property to the City or other appropriate governmental agency, or the granting of easements or permits to facilitate construction of the Improvements. (c) Any requested assignment for financing purposes (subject to such financing being considered and approved by the Successor Agency, Authority, and Authority pursuant to Section 311 of the DDA), including the grant of a deed of trust to secure the funds necessary for construction and permanent financing of the Improvements. (d) Removal of the investor limited partner of Vista Del Rio upon the expiration of the fifteen (15) year tax credit compliance period applicable to the Project. (e) A Transfer of a General Partner's interest in Vista Del Rio when made in connection with the exercise by the Limited Partner of its rights upon a default by a General Partner under the Partnership Agreement or upon a General Partner's withdrawal in violation of the Partnership Agreement, so long as the removal and substitution of the defaulting General Partner is made within thirty (30) days of such default or, if such removal and substitution cannot reasonably be completed within thirty (30) days, so long as the Limited Partner commences to take action to remove and substitute the General Partner with a reasonable period and thereafter diligently proceeds to complete such substitution. (f) Any Transfer of the Property to the Managing General Partner or the Goodwill Special Limited Partner pursuant to the right of first refusal or to the Managing General Partner or the Goodwill Special Limited Partner pursuant to the purchase option, as provided for in the Partnership Agreement. B -18 DOCS OC/ 1475221 v 10/200272 -0004