Agmt01 Western Innisfree Ventures LLC

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with Developer. No voluntary or involuntary successor in interest of Developer shall acquire any rights or powers under this Agreement, except as expressly set forth herein. §901 Prohibition Against Transfer of the Pro_iect Site. the Buildings or Structures Thereon and Assignment of Agreement Prior to the issuance by the Agency of a Certificate of Completion, Developer shall not (except as expressly permitted by this Section 901), without the prior written approval of the Agency, which shall not be unreasonably withheld, conditioned or delayed, make any total or partial sale, transfer, conveyance, assignment or lease ("Transfers") of the whole or any part of the Project Site or of the buildings or structures on the Project Site or of this Agreement. This prohibition shall not apply subsequent to the issuance of a Certificate of Completion to any portion of the Project Site covered by a Certificate of Completion. This prohibition shall not be deemed to prevent the granting of temporary or permanent easements or permits to facilitate the development of the Project Site or to prohibit or restrict the leasing of any part or parts of a building or structure for use of space therein when said improvements are completed. In the absence of specific written agreement by the Agency, no such Transfer shall be deemed to relieve Developer or any other party from any obligations under this Agreement until completion of development of the Project evidenced by the issuance of a Certificate of Completion therefor. Any transferee, by instrument in writing reasonably satisfactory to the Agency and in recordable for,n, for itself and its successors and assigns, and for the benefit of the Agency, shall expressly assume all of Developer's obligations hereunder related to the Project ("Developer's Obligations") and agree to be subject to all of the conditions and restrictions related to the Project to which Developer is subject. Developer shall submit to the Agency for review all instruments and other legal documents proposed to effect any such Transfer which are to be recorded, and the Agency shall have the right, pursuant to Section 1005 below, to inspect all other documents related to such Transfer. If the Transfer is approved (if such approval is required) by the Agency, the Agency approval shall be provided to Developer in writing. Agency shall notify Developer in writing of its decision within twenty (20) days of Developer's written request for a Transfer by Developer. Failure by the Agency to notify Developer within this period shall automatically be deemed to be disapproval of the requested Transfer. Notwithstanding anything to the contrary contained in this Section 901, the following transactions shall be permitted prior to the issuance of Certificates of Completion: (1) granting of temporary easements or permits to facilitate the development of the Project Site; (2) the leasing or preleasing of space in the proposed buildings or structures; or (3) any transaction approved by the Agency pursuant to Section 511, including but not limited to any mortgages or deeds of trust granted by Developer and encumbering all or any portion of the Project Site or any sale-leaseback, whereby any portion of the Project Site is sold and then leased back by Developer. After filing a Certificate of Completion, no approval under this Agreement is required as to any Transfer of any part of the Project Site covered by such Certificate of Completion. §902 Prohibition on Transfer of Partnership Interests Prior to recordation of a Certificate of Completion, no member or general partner of Developer shall transfer its interest in Developer without the prior written approval of the Agency, which approval shall not be unreasonably withheld, conditioned or delayed. 43 DOCSSFl:495065.9 9975-5 NWN