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7.A. - Page 183 ARTICLE 8 GENERAL PROVISIONS 81 Incorporation of Recitals. The Recitals set forth preceding this Agreement are true and correct and are incorporated into this Agreement in their entirety by this reference. 8.2 Restrictions on Change in Management or Control of the Developer, Assignment and Transfer. 8.2.1 Restrictions. The Developer acknowledges that the qualifications and identity of the Developer are of particular importance and concern to the City. The Developer further recognizes and acknowledges that the City has relied and is relying on the specific qualifications and identity of the Developer in entering into this Agreement with the Developer and, as a consequence, Transfers are permitted only as expressly provided in this Agreement. The Developer represents to the City that it has not made and agrees that it will not create or suffer to be made or created, any Transfer, other than a Permitted Encumbrance or Permitted Transfer (defined below) either voluntarily, involuntarily or by operation of law, without the prior written approval of the City, which may be given, withheld or conditioned in the City's reasonable discretion which right shall terminate upon the issuance of a Certificate of Completion for the Proj ect. Any Transfer made in contravention of this Section 8.2 shall be voidable at the election of the City. The Developer agrees that the restrictions on Transfers set forth in this Section 8.2 are reasonable. City acknowledges and agrees that at any time following the issuance of a Certificate of Completion for the Project, Developer may Transfer the Site and/or refinance the Site without City approval or complying with Section 8.2.2 below, and the terms and conditions of this Section 8.2 shall be of no further force or effect; provided that all covenants set forth in Article 5 of this Agreement, entitled "Special Development Covenants of Developer" shall survive any such Transfer or refinancing and remain in full force and effect for the duration of the Covenant Period. Notwithstanding the foregoing the City acknowledges that the Developer may desire to assign or transfer its interest in or obligations under this Agreement to a limited partnership, or other affiliate or entity of Developer created for the express purpose of acquiring the City Property and developing and owning the Proj ect. In such event, the City approves of such assignment or transfer; provided that any such partnership or other entity is under the control of Developer and/or a financial partner of Developer reasonably acceptable to the City; and provided, further, that Developer shall notify the City in writing prior to any such assignment or transfer and that such assignee or transferee shall assume all of Developer's interest in and obligations under this Agreement, pursuant to a written assignment and assumption agreement, in such form and content as is reasonably satisfactory to the City. Developer shall reimburse City for all costs relating to City's review of any written assignment and assumption agreement. Each of the following shall be considered a"Permitted Transfer" and shall not require prior written approval by the City, provided the Developer notifies City of any such Permitted Transfer within ten (10) days of such Permitted Transfer, and provided, further, the Permitted Transferee expressly agrees, in form and content reasonably acceptable to the City, to perform 82483.00009\7571312.11 5 5 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM REV: 07-19-13 PT