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(a) the transfer of limited partner interests in the Residential Owner to any person or <br /> entity at any time; <br /> (b) the removal and replacement of the general partner of the Residential Owner in <br /> accordance with the partnership agreement of the Partnership; <br /> (c) the execution of a commercial master lease with MP City Center Plaza LLC (or <br /> any other affiliate of the general partner of the Residential Owner) and any <br /> sublease executed thereunder; <br /> (d) the execution of residential leases; and <br /> (e) the granting of a purchase option and right of first refusal to acquire the <br /> Residential Parcel or the limited partner interests in the Residential Owner to <br /> MidPen Housing Corporation (or any other affiliate of the general partner of the <br /> Residential Owner) and the exercise of such purchase option or right of first <br /> refusal. <br /> 13. We shall provide estoppel certificates at the Residential Owner's request upon <br /> reasonable notice and no more than twice per calendar year certifying to the status of the REA <br /> and related matters. <br /> 14. The terms of this Certificate shall bind our successors and assigns and we will not <br /> convey any Commercial Parcel without providing the assignee with a copy of this Certificate. <br /> 15 . Silicon Valley Bank and California Community Reinvestment Corporation, and <br /> their successors and assigns, as beneficiaries under the deeds of trust shall have the rights of <br /> "Mortgagees" under the REA. <br /> 16. The person(s) executing this Certificate on our behalf represent and warrant that: <br /> (i) we are duly organized and existing, (ii) the person(s) executing this Certificate is duly <br /> authorized to execute and deliver the same on behalf of us, (iii) we have taken such formal action <br /> as may be required by law to bind us, and we are formally bound, to the provisions of this <br /> Certificate, and (iv) entering into this Certificate does not violate any provision of any other <br /> agreement to which we are bound. <br /> Sincerely, <br /> Commercial Owner <br /> CCP RWC, LLC, a California limited liability <br /> company <br /> By: <br /> Name: Pk; clzi> K - Rai.ser <br /> Title: rltnsjin' Me_s 4er- <br /> 4 <br />