Agmt14 Greystar GPII LLC Property Disposition Agreement

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lender in connection with any loan to the Developer or any Affiliate of the Developer(with such assignment in form and substance acceptable to such lender), Upon any such assignment or transfer, the Developer shall promptly provide to the City written notice of the name and contact information for such assignee or transferee. Any other assignment of this Agreement or any rights or obligations of the Developer hereunder, or any other transfer of the management or control of the Developer, shall require the prior written consent of the City. Upon any assignment by the Developer in accordance with the preceding provisions of this Section 103, the assignor shall be relieved of any obligations under this Agreement that first accrue after the effective date of such assignment.. As used herein, an "Affiliate of the Developer" shall mean (i) any member or manager of the Developer; (ii) any entity in which the Developer or any member or manager of the Developer is the manager; or(iii) any entity that directly or indirectly controls, is controlled by or is under common control with the Developer or any member or manager of the Developer. For purposes of the foregoing definition, the term "control" means the possession, directly or indirectly, of the power to direct or cause the directions of the management and policies or the operations of the entity in question, whether by the ownership of voting securities,management position, contract or otherwise, 104. Deposit for City Costs; Reimbursement Agreement The Developer shall, prior to or concurrently with the execution of this Agreement by the City, deposit with the City the sum of TWENTY-FIVE THOUSAND DOLLARS ($25,000) (the "Deposit") to be used for any costs of the City associated with its implementation of this Agreement, and, further, as security for the performance of the obligations of the Developer to be performed prior to the Close of Escrow as provided herein, or its retention by the City as liquidated damages pursuant to Section 406.2. The parties acknowledge that the Developer and City previously entered into to a Reimbursement Agreement between the Developer and City dated August 5, 2014 (the "Reimbursement Agreement") in implementation of the Cost Recovery Policy established by the City by Resolution No 14609 adopted in September 2004. The Reimbursement Agreement terminated upon the parties execution of this Agreement_ Any funds remaining in the Initial Deposit that are not expended by City expenses pursuant to the Reimbursement Agreement may be carried over and considered a portion of the Deposit required under this Agreement. a. Upon termination of this Agreement by the City, as provided in Section 406,2,b., the then-remaining balance of the Deposit ("Liquidated Damages Portion") may be retained by the City as liquidated damages as provided in Section 406.2. Notwithstanding any provision herein to the contrary, following payment of all costs to be paid for with the Deposit and, if applicable, retention of the Liquidated Damages Portion, any remaining balance of the Deposit then held by the City (including all interest paid thereon) shall be returned to the Developer. Notwithstanding any provision herein to the contrary, upon termination of this Agreement by the Developer, as provided in Section 406.1, due to a default by the City or other event set forth in Section 406.2, then any remaining balance of the Deposit remaining after payment of all costs to be paid for with the Deposit (including all interest paid thereon) to the date of such default or other event shall be returned to the Developer by the City. ATTY/AGR/2014 197/Row GREYSTAR Pf7A REV:1D-D1.1'1 PT&VR 82.83.00017"110274. 13 3