RecD05 2005-141296 - Laserfiche WebLink

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the Developer that the Agency has entered into this Agreement with the Developer. No voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement, except as expressly set forth herein. b. Except as otherwise provided in this Agreement, the Developer shall not assign all or any part of this Agreement prior to the issuance of a final Certificate of Completion, as provided in Section 3.07, applicable to all portions of the Property and the Project, without the prior written approval of the Agency, which approval shall not be unreasonably withheld. Provided, however, assignment of this Agreement to Villa Montgomery, L.P., a California limited partnership, of which FCH or a limited liability company of which FCH or a nonprofit affiliate of FCH is the sole member is managing general partner, is hereby permitted and does not require any further approval from the Agency. Provided, further, substitution of a nonprofit affiliate of FCH or a limited liability company of which FCH or a nonprofit affiliate of FCH is the sole member as managing general partner is hereby permitted and does not require any further Agency approval so long as the directors of such affiliate are also board members, officers and employees of FCH. c. The Developer shall promptly notify the Agency in writing of any and all changes whatsoever in the identity of the parties either comprising or in control of the Developer, as well as any and all changes in the interest or the degree of control of the Developer by any such party, of which information the Developer or any of its members, officers or shareholders has been notified or may otherwise have knowledge or information. This Agreement may be terminated by the Agency if there is any significant or material change, whether voluntary or involuntary, in membership, ownership, management or control of the Developer (other than such changes occasioned by the death or incapacity of any individual) that has not been approved by the Agency at the time of such change, prior to issuance of a final Certificate of Completion for the Project; provided, however, that: (a) the Agency shall first notify the Developer in writing of its intention to terminate this Agreement pursuant hereto, and (b) the Developer shall have twenty (20) days following the date of receipt of such written notice to commence and thereafter diligently and continuously proceed with the cure of the default of the Developer hereunder, and (c) the Developer shall submit evidence of the satisfactory completion of such cure to the Agency within thirty (30) days following the receipt of such written notice in a form and substance deemed satisfactory to the Agency, in its reasonable discretion. The Agency understands and acknowledges that part of the financing for the development of the Project is expected to be a contribution of equity from a to be 3 REDW\0006\DOC\001-7 3/29/05 3:15 /rove