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OAK #4843-3885-9090 v10 39 ATTY/AGR/2018.094/STRADA DOCKTOWN DEVELOPMENT AGREEMENT REV: 05-03-18 PR Page 39 of 93 Section 10.8 State, Federal or Case Law. Where any state, federal, or case law allows City to exercise any discretion or take any act with respect to that law, City shall, in an expeditious and timely manner, at the earliest possible time, (a) exercise its discretion in such a way as to be consistent with, and carry out the terms of, this Agreement and (b) take such other actions as may be necessary to carry out in good faith the terms of this Agreement. Section 10.9 Defense of Agreement. City, at Developer’s expense, shall take all actions that are necessary or advisable to uphold the validity and enforceability of this Agreement. If this Agreement is adjudicated or determined to be invalid or unenforceable, City agrees, subject to all legal requirements, to consider modifications to this Agreement to render it valid and enforceable to the extent permitted by Applicable Law. ARTICLE 11. ASSIGNMENT, TRANSFER AND NOTICE Section 11.1 Transfers and Assignments. Developer shall have the right to sell, assign, or transfer (“Transfer”) in whole or in part its rights, duties, and obligations under this Agreement without the consent of City; provided, however, in no event shall the rights, duties, and obligations conferred or imposed upon Developer pursuant to this Agreement be at any time so transferred except through a transfer of the Property and all such Transfers shall made in accordance with the requirements of this Section 11.1. In the event of a transfer of a portion of the Property, Developer shall have the right to Transfer its rights, duties, and obligations under this Agreement that are applicable to the transferred portion, and retain all rights, duties, and obligations applicable to the retained portions of the Property. Upon Developer’s request, City, at Developer’s expense, shall cooperate with Developer and any proposed transferee to allocate rights, duties, and obligations under the Project Approvals and this Agreement between the transferred Property and the retained Property; provided, however, in no event shall Developer Transfer its obligations under ARTICLE 3 to any third party acquiring less than ninety percent (90%) of the acreage of the Property. Developer shall notify City of any proposed Transfer at least thirty (30) days prior to completing such Transfer. At least twenty-one (21) days prior to the effective date of the Transfer, Developer shall deliver to City a draft of the proposed written assignment and assumption agreement in which the transferee expressly agrees to assume the rights and obligations of Developer under this Agreement being transferred. The assignment and assumption agreement shall be in substantially the form attached hereto as Exhibit E. No later than ten (10) business days after the date the Transfer becomes effective, Developer shall deliver to City a conformed copy of the fully executed and recorded assignment and assumption agreement. Section 11.2 Release upon Transfer. Upon the Transfer of Developer’s rights and interests under this Agreement pursuant to this ARTICLE 11 , Developer shall automatically be released from its obligations and liabilities under this Agreement with respect to that portion of the Property transferred, and any subsequent default or breach with respect to the transferred rights and/or obligations shall not constitute a default or breach with respect to the retained rights and/or obligations under this Agreement, provided that (i) Developer has provided to City written Notice of such Transfer, and (ii) the transferee executes and delivers to City a written agreement in accordance with Section 11.1 above. Upon any Transfer of any portion of the Property and the express assumption of Developer’s obligations under this Agreement by such transferee, City agrees to look solely to the transferee for compliance by such transferee with the provisions of this 6.4.B. - Page 64