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of material loan defaults, maintenance problems, housing or building code violations, and/or substantiated fair housing complaints at properties it owns and/or operates; (4) The proposed replacement qualifying designee’s financial status and creditworthiness. The City will not consider any proposed transferee unless the proposed transferee has satisfactory credit and sufficient net worth to establish ability to perform the duties and obligations under this Agreement, all as reasonably determined by the City Manager; and (5) Any other relevant factors or criteria that, considering the circumstances with respect to the development of the Affordable Development and the information provided to City by Developer, the Qualified Designee or the proposed transferee about the proposed transferee, are reasonably necessary for City to determine whether a proposed transferee has the necessary expertise, skill and ability to carry out the obligations of Qualified Designee set forth in this Agreement and the proposed transferee’s ability to timely meet and perform such obligations. (b) In connection with a request under this Section, Developer or Qualified Designee shall submit to the City for review all instruments and other legal documents proposed to effect any such transfer. If a requested transfer to a replacement qualifying designee is approved by the City such approval shall be indicated to the Developer and Qualified Designee in writing. Such approval shall be granted or denied by the City within thirty (30) working days of receipt by the City of the Developer or Qualified Designee’s request for approval of a Transfer and all of the supporting documentation that the replacement Qualifying Designee meets the criteria in Section 6.4(a)(1-5). Documents containing proprietary information required to be submitted hereunder may be submitted to City’s attorneys, who shall make best efforts to maintain the confidentiality of all such proprietary information and/or to prevent the disclosure of same to any third party; provided, however that nothing in this sentence shall require City to violate any duty or obligation with respect to such information that it has under applicable law. (c) If a transfer to a replacement qualifying designee is approved here under, the City, the Developer and Qualified Designee and the proposed transferee shall execute an Assignment Agreement approved by the City; provided however, that if the Qualified Designee fails to execute such Assignment Agreement, the City, Developer and proposed qualifying designee transferee may effectuate such transfer without the Qualified Designee’s signature, it being agreed that Qualified Designee’s execution of this Agreement constitutes its authorization of such assignment. ARTICLE 7. REPRESENTATIONS AND WARRANTIES Section 7.1 Developer’s Representations and Warranties. (a) Developer represents and warrants that: (1) Developer owns or has the legal right or option to acquire the Affordable Site. ATTY/RESO.0034/CC RESO APPROVING PROJECT (901 EL CAMINO REAL) - EXHIBIT C REV: 04-22-25 VR Page 30 of 224