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Section 2.4 of this Regulatory Agreement.
<br />1.1.54 Transfer. Regarding any property, right or obligation means any of the
<br />following, whether by operation of law or otherwise, whether voluntary or involuntary, and
<br />whether direct or indirect: (a) any assignment, conveyance, grant, hypothecation, mortgage,
<br />pledge, sale, or other transfer, whether direct or indirect, of all or any part of such property, right
<br />or obligation, or of any legal, beneficial, or equitable interest or estate in such property, right or
<br />obligation or any part of it (including the grant of any easement, lien, or other encumbrance); (b)
<br />any conversion, exchange, issuance, modification, reallocation, sale, or other transfer of any direct
<br />or indirect Equity Interest(s) in the owner of such property, right or obligation by the holders of
<br />such Equity Interest(s); (c) any transaction described in "b" affecting any Equity Interest(s) or any
<br />other interest in such property, right or obligation or in any such owner (or in any other direct or
<br />indirect owner at any higher tier of ownership) through any manner or means whatsoever, except,
<br />as applicable, for a transfer by the investor member/limited partner of its Equity Interests in Owner
<br />or the removal of a managing member/general partner of Owner by an investor member/limited
<br />partner of Owner for a default under Owner's operating/limited partnership agreement; or (d) any
<br />transaction that is in substance equivalent to any of the foregoing. A transaction affecting Equity
<br />Interests, as referred to in clauses "b" through "d," shall be deemed a Transfer by the Owner even
<br />though the Owner is not technically the transferor. A "Transfer" shall not, however, include any
<br />of the following (provided that the other Party has received Notice of such occurrence) relating to
<br />the Property and/or any Equity Interest: (i) a mere change in form of ownership with no material
<br />change in beneficial ownership and constitutes a tax-free transaction under federal income tax law
<br />and the State real estate transfer tax; (ii) a conveyance only to member(s) of the immediate
<br />family(ies) of the transferor(s) or trusts for their benefit; (iii) a conveyance only to any Person that,
<br />as of the date this Regulatory agreement is recorded, holds an Equity Interest in the entity whose
<br />Equity Interest is being transferred; (iv) the original sale of Equity Interests in Owner; or (v) a
<br />conveyance only to an Affiliate of Owner.
<br />1.1.55 Unavoidable Delay. A delay in either Party performing any obligation
<br />under this Regulatory Agreement, except payment or deposit of money, arising from or on account
<br />of any cause whatsoever beyond the Party's reasonable control, including strikes, labor troubles
<br />or other union activities, casualty, war, acts of terrorism, riots, litigation, governmental action or
<br />inaction, regional natural disasters or inability to obtain required materials. Unavoidable Delay
<br />shall not include delay caused by a Party's financial condition, illiquidity, or insolvency.
<br />1.1.56 Waiver of Subrogation. A provision in, or endorsement to, any insurance
<br />policy, by which the carrier agrees to waive rights of recovery by way of subrogation against either
<br />Party to this Regulatory Agreement for any loss such policy covers.
<br />2. AFFORDABLE RENTAL HOUSING COVENANTS AND RESTRICTIONS
<br />2.1 Reservation of Property for Affordable Housing. The Owner covenants and agrees
<br />to reserve and restrict the Property and, thereafter, use and make Available the Affordable Units
<br />within the Property for residential occupancy by individuals and families who, at the time of initial
<br />occupancy of an Affordable Unit and continuously thereafter (subject to the other provisions of
<br />this Regulatory Agreement), until the end of the Term, are members of a Qualifying Household.
<br />REV: 05-20-25 LF
<br />ATTY/AGR.2025.100.3/HEART-SV (417 Stambaugh - Regulatory Agreement) (Page 9 of 35)
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