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<br />the placement of any unauthorized mortgage, trust deed, deed of <br />trust, encumbrance or lien, shall remain in effect only until the <br />final Certificate of Completion, as provided in Section 3.07 of <br />this Agreement, has been recorded with respect to the Project. <br /> <br />Section 3.04. <br /> <br />Prohibition Aqainst Transfer. <br /> <br />a. Prior to the recordation of a final Certificate of <br />Completion, as provided in Section 3.07 of this Agreement, the <br />Developer shall not, without prior written approval of the Agency, <br />or except as specifically permitted by this Agreement, make any <br />total or partial sale, transfer, conveyance, lease, leaseback, or <br />assignment of the whole or any part of the Property or the <br />improvements thereon. This prohibition shall not apply to any of <br />the following: (i) the reasonable grant of limited easements or <br />permits to facilitate the development of the Property; (ii) <br />leases, other than ground leases, to prospective tenants of retail <br />portions of the Project, if applicable, whose use of the Property <br />is in conformity with the Community Redevelopment Law and all <br />applicable zoning laws or ordinances; (iii) leases of living units <br />to qualified tenants, provided that the City has issued a <br />Certificate of Occupancy; (iv) transfer of the limited partnership <br />interest to an investor limited partner; or (v) substitution of <br />First Community Housing with a limited liability company that has <br />First Community Housing or a nonprofit affiliate as its sole <br />member. Further, until the final Certificate of Completion has <br />been issued as to the Project, the Developer shall not assign or <br />attempt to assign this Agreement or any right herein, except as <br />otherwise permitted by this Agreement. <br /> <br />b. In the absence of specific written agreement or <br />approval by the Agency, no unauthorized sale, transfer, conveyance, <br />lease, leaseback or assignment of any portion of the Property shall <br />be deemed to relieve the Developer or any other party from any <br />obligations under this Agreement. <br /> <br />Section 3.05. <br /> <br />Security Financinq; Riqht of Holders. <br /> <br />a. Notwithstanding any provision set forth in Section <br />3.04 hereof to the contrary, a mortgage, deed of trust, or any <br />other form of lien on the Property required for the disbursement of <br />the Public Assistance is permitted before the recordation of the <br />Certificate of Completion, subject to the approval of the form <br />thereof by the Agency. <br /> <br />b. In any event, the Developer shall promptly notify <br />the Agency of any mortgage, deed of trust or other encumbrance or <br />lien that has been created or attached to the any portion of the <br /> <br />23 <br /> <br />REDW\0006\DOC\001-7 <br />3/29/05 3:15 /rove <br />