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(c) Assignment and assumption of all of Qualifying Designee's rights, duties and obligations under this Agreement to another affordable housing developer, in a written agreement in substantially the same form as Exhibit E, subject to the approval by the City Manager or designee that the assignee meets the requirements of a "qualifying designee" as defined in the Affordable Housing Guidelines; (d) Any Transfer creating a security financing interest on the Affordable Site as part of the approved Financing Plan; (e) Any Transfer of the Affordable Site directly resulting from the foreclosure of a security financing interest or the granting of a deed in lieu of foreclosure of a security financing interest. Section 5.5 Effectuation of Permitted Transfers. (a) No Transfer of this Agreement permitted pursuant to Section5.4 shall be effective unless, at the time of the Transfer, the person or entity to which such Transfer is made, by an instrument in writing prepared by the City and in form recordable among the land records, shall expressly assume the obligations of Qualified Designee under this Agreement and the Effectuating Agreements, and agree to be subject to the conditions and restrictions to which Qualified Designee is subject arising during this Agreement, to the fullest extent that such obligations are applicable to the particular portion of or interest conveyed in such Transfer. (b) In the absence of specific written agreement by the City, no such Transfer, assignment or approval by the City shall be deemed to relieve Qualified Designee or any other party from any obligations under this Agreement. Section 5.6 Other Transfers. (a) Any Transfers not permitted pursuant to Section 5.4, or other provisions of this Agreement shall require the prior written consent by the City. At least sixty (60) days prior to the proposed effective date of the Transfer, the Donor or Qualified Designee shall deliver to the City a notice of the intended Transfer (the "Transfer Notice"). The Transfer Notice must clearly detail, consistent with this Agreement, which obligations therein are being transferred and shall include financial and other documentary evidence to enable the City to evaluate the proposed transaction. (b) The City shall, at its commercially reasonable discretion, and subject to the satisfaction of the requirements under the Ordinance and the Affordable Housing Program Guidelines, approve the Transfer by written notice to Qualified Designee if, based upon the information submitted by Qualified Designee and any other information available to the City, it appears that following the Transfer, the conditions set forth in this Section have been satisfied or waived. The City shall notify Qualified Designee and the proposed transferee of its decision within sixty (60) days of receipt of notice of the proposed Transfer, which notice shall state with reasonable specificity the basis for disapproval. The Qualified Designee shall pay the City's reasonable staff and third party costs in making such decisions. ATTY/AGR/2024.193.1—AFFORDABLE HOUSING LAND DONATION AGREEMENT REV: 10-22-24 VR Page 22 of 35