Agmt13 Redwood City Partners, LLC

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and observe, from and after the date of the Permitted Transfer, the obligations, terms and . conditions of this Agreement: (a) A transfer by Hunter/Storm LLC of any of its interest in the Developer to an entity that is wholly owned or controlled by Hunter/Storm LLC, Derek K. Hunter, Jr. and/or ' Edward D. Storm; (b) A transfer by Derek K. Hunter, Jr. and/or Edward D. Storm of any of their respective interests in Hunter/Storm LLC to an entity that is wholly owned or controlled by Hunter/Storm LLC,Derek K. Hunter,Jr. and/or Edward D. Storm; (c) A transfer by Kilroy Realty L.P. of any of its interest in the Developer to an entity that is wholly owned or controlled by Kilroy Realty L.P.; (d) A Transfer or sale (other than a Transfer permitted under subsections (a) through (c), above) of any limited partner's or membec's interest in Developer which, together with all other Transfers under this subsection (d), has resulted in transfer of less than ten percent (10%) of the ownership interest in Developer or in the holder of an equity interest in Developer; ' (e) Transfers between any limited partner's or member's interest in Developer to a person or entity that was a direct or indirect owner of Developer on the date of this Agreement in accordance with the terms of Developer's operating agreement;or (� Transfers by Kikoy Realty L.P. of up to 49% of its interest in Redwood City ! Partners, LLC, provided, however, that following any such Transfer, Kilroy Realty L.P. retains , Control of Redwood City Partners, LLC. . 8.2.2 Delivery of Transfer pocuments. All instruments and other legal documents proposed to effect any praposed Transfer shall be submitted to the City for review, at least, thirty-five (35) calendar days prior to the proposed date of the Transfer, and the written approval, disapproval or conditions of the City shall be provided to the Developer, within thirty , (30) calendar days following the City's receipt of the Developer's request. All costs incurred by , the City for the review and approval of any Transfer, including without limitation the review and ' approval of the proposed assignment and assumption agreement or other transfer documents shall be paid for or reimbursed by the Developer through the Deposit Account in accordance with Section 1.2, or by the transferee through a deposit to be delivered to the City concurrently ' with the request for approval of the transfer, which deposit shall be in an amount acceptable to the City as sufficient to cover the City's costs for review and approval of the Transfer, assignment and assumption agreement and transfer other documents. 8.3 Legal Challenges. The Developer acknowledges that the City is a"public entity" and/or a "public agency" as defined under applicable California law. Therefore, the City must satisfy the requirements of certain California statutes relating to the actions of public entities, including, without limitation, CEQA. Also, as a public entity, the City's action in approving this ' Agreement may be subject to proceedings to challenge or invalidate this Agreement or mandamus. The Developer assumes the risk of delays and damages that may result to the Developer from any third-party legal actions related to the City's approval of this Agreement or 56 2013.11816LOCK 2 HUNTER STORM REV:07-26-13 PT