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(c) The Project shall include approximately 239-one-, two-and three-bedroom units and
approximately 261 parking spaces for use by residential tenants and their guests. None of the automobile
parking spaces located on the Project will be available for use by persons other than the residential tenants
or their guests or invitees; there will be no charge for such parking.
7. Sale, Lease or Transfer of Project.
(a) Except as may be permitted by the Loan Documents, the Borrower shall not sell, lease
(other than to resident tenants in the normal course of business), exchange, assign, convey, transfer or
otherwise dispose of all or substantially all of the Project or shall not have a change in any general partner
(herein collectively called "Disposition") without the prior written consent of the Issuer, and after the
closing of the Mortgage Loan, the Mortgage Lender (such Issuer consent not unreasonably to be withheld).
Notwithstanding anything to the contrary contained in the Loan Documents, (i) the transfer of interests in
the Borrower to the Investor Partner or an affiliate thereof shall not constitute a default under any of the
Loan Documents or accelerate the maturity of the Loan and (ii) the withdrawal, removal and/or replacement
of Borrower's general partner for cause in accordance with Borrower's Amended and Restated Agreement
of Limited Partnership (the "Partnership Agreement") shall not require the consent of Issuer and shall not
constitute a default under any of the Loan Documents or accelerate the maturity of the Loan so long as the
general partner is replaced with an affiliate of the Investor Partner. The Issuer shall not unreasonably
withhold its consent to the substitute general partner if it is other than an affiliate of the Investor Partner.
Notwithstanding the foregoing, any substitute general partner shall assume all of the rights and obligations
of the removed general partner under all of the Loan Documents. It is expressly agreed that in connection
with determining whether to grant or withhold such consent to a Disposition, the Issuer and the Mortgage
Lender may (but are not obligated to) (i) consider the creditworthiness of the party to whom such
Disposition will be made, its ability to provide services specifically to Low Income Tenants, its prior
operation of lower income rental housing, its operation of other housing facilities in the City of Newport
News, Virginia, if any, and its management ability with respect to the Project; (ii) consider whether or not
any security for the performance of the obligations hereunder will be impaired in any material way by the
proposed Disposition; (iii) consider such other factors as the Issuer and the Mortgage Lender may
reasonably deem appropriate; (iv) require that the Issuer and the Mortgage Lender be reimbursed for all
reasonable costs and expenses incurred by the Issuer for investigating the creditworthiness and management
ability of the party to whom such Disposition will be made and in determining whether the Issuer's and the
Mortgage Lender's security will be impaired by the proposed Disposition; (v) require the payment to the
Issuer of a transfer fee equal to the reasonable costs of investigating and approving the Disposition and
documenting the Disposition in its records; (vi) require the payment of its reasonable attorney's fee in
connection with such Disposition; (vii) require the execution of modification agreements, supplemental
security documents and financing statements, where appropriate, reasonably satisfactory in form and
substance to the Issuer and the Mortgage Lender, it being understood and agreed that no material change
shall be required to any of the terms and conditions of the Loan Agreement, this Regulatory Agreement or
any related instrument or agreement as a condition for the approval of any such Disposition; and
(viii) require the payment of the Ordinary Issuer's Fees (as defined in the Indenture) prorated to the date of
disposition of the Project. The foregoing provisions shall not operate to limit in any manner any
requirements that the Borrower obtain the consent of any other party to such Disposition to the extent
required under the terms of the Loan Agreement or any of the other documents executed in connection with
the Bonds.
(b) The Borrower covenants that upon a Disposition, it will require the party to whom a
Disposition will be made to assume in writing, in a form acceptable to the Issuer, the Trustee, and if the
closing of the Mortgage Loan has occurred, the Mortgage Lender, all duties and obligations of the Borrower
under this Regulatory Agreement, including this Section 7. The Borrower shall deliver the assumption
agreement to the Issuer, the Trustee and the Mortgage Lender concurrently with the Disposition.
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