RecDoc 2019-026563 Option DDA - Laserfiche WebLink

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the occurrence of certain other events of default, as more particularly described in the Agreement. 4. Restrictions on Transfer. The Agreement further provides that (i) except as permitted by the Agreement, Developer shall not voluntarily or involuntarily make or attempt any total or partial sale, transfer, conveyance, assignment or lease of the whole or any part of the Property or the Project without the prior written approval of the City; and (ii) any transferee of all or part of the Property shall be subject to and shall expressly assume all of the covenants, obligations and restrictions of the Agreement which pertain to the portion of the Property transferred, including without limitation, the provisions of the Regulatory Agreement. 5. Agreement Controls. The Parties have executed and recorded this instrument to give notice of the Agreement and the respective rights of the Parties thereunder. Copies of the unrecorded Agreement are available at the offices of the City, 1017 Middlefield Road, Redwood City, CA 94063, and such document is incorporated by reference in its entirety in this Memorandum. This Memorandum is solely for recording purposes and shall not be construed to alter, modify, amend or supplement the Agreement. In the event of any inconsistency between this Memorandum and the Agreement, the Agreement shall control. 6. Interpretation; Counterparts. This Memorandum shall be interpreted and enforced in accordance with California law without regard to principles of conflict of laws. This Memorandum may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. 7. Binding Effect. The Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns, subject to the provisions of the Agreement concerning assignment. 8. Certain Modifications to the Agreement. The Parties acknowledge that pursuant to that certain unrecorded Estoppel Certificate executed by City and dated as of the date hereof, City has agreed to modify certain provisions of the Agreement, including without limitation, the deadline for completion of construction, certain notice and cure periods, and certain provisions that would apply in the event that Developer's construction/permanent lender completes a foreclosure or accepts a deed in lieu of foreclosure. SIGNATURES ON FOLLOWING PAGE ATTY/AGR/2017.218.2/BRADFORD DDA— EXHIBIT C -ME MORAN DUM OF OPTION & DDA REV: 04-03-19 VR Page 2 of 6