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City Dr�ft <br /> 6128113 <br /> ARTICLE 8 <br /> GENERAL PRUVISIONS <br /> $.1 Incorporation of Recitals. The Recitals set forth preceding this Agreement are <br /> true and correct and are incorporated into this Agreement in their entirety by this reference. <br /> 8.2 Restr'rctions on Change in Management or Control of the Developer, <br /> Assignment and Transfer. <br /> 8.2.1 Restrictions. The Developer acknowledges that the qualifications and <br /> identity of the Developer are of particular irnportance and concern to t�e City. The Developer <br /> further recognizes and acknowledges that the City has reIied and is relying on the specific <br /> qualifcations and identity of the Developer in entering into this Agreement with the Developer <br /> and, as a consequence, Transfers are permitted only as expressly provided in this Agreement. <br /> The Developer represents to the City that it has not rnade and agrees that it will not create or <br /> suffer to be made or created, any Transfer, other than a Permitted Encumbrance or Permitted <br /> Transfer (defined below) either voluntarily, involuntarily or by operation of law, without the <br /> prior written approval of the City, which may be given, withheld or conditioned in the City's <br /> reasonable discretion which right shall terminate upon the issuance of a Certificate of <br /> Completion for the Project. Any Transfer made in contravention of tlus Section 8.2 s�all be <br /> voidable at the election of the City. The Developer agrees that the restrictions on Transfers set <br /> forth in this Section 8.2 are reasanable. City acknowledges and agrees that at any time following <br /> the issuance of a Certificate of Completion for the �roject, Develop�r may Transfer the Site <br /> and/or refinance the Site without City approval or complying with Section 8.2.2 below, and the <br /> terms and conditions of t�is Section 8.2 shall be of no further force or effect; provided that all <br /> covenants set forth in Article 5 of this Agreement, entitled "Special Development Co�enants of <br /> Developer" shall survive any such Transfer or refinancing and remain in full force and effect for <br /> the durarion of the Covenant Period. <br /> Notwithstanding the foregoing, tl�e City acknowledges that the <br /> Developer may desire to assign or transfer its interest in or obligations under this Agreexnent ta a <br /> limited partnership, or other a�filiate or entity of Developer created for the express putpose of <br /> acquiring the City Property and develaping and owning the Project. In such event, the City <br /> approves of such assignment or transfer; provided that any such partnership or other entity is <br /> under the control of Developer and/or a financial partner of Developer reasonably acceptable to <br /> the City; and provided, further, that Developer sha11 notify the City in writing prior to any such <br /> assignment or transfer and that such assignee or transferee sha11 assume all of Developer's <br /> interest in and obligations under this Agreernent, pu�rsuant to a written assignment and <br /> assumption agreement, in snch form and cantent as is reasonably satisfactory to the City. <br /> Developer shall reimburse City for all costs relating to City's review of any written assignment <br /> and assumption agreement. <br /> Each of the following shall be considered a "Permitted Transfer" ar�d shall not require <br /> prior written approval by the City, provided the Developer notifies City of any such Pexznitted <br /> Transfer within ten (10) days of such Permitted. Transfer, and provided, further, the Permitted <br /> Transferee expressly agrees, in form and cantent reasonably acceptable to the City, ta perforrr� <br /> 82483.0000917571312.10 55 <br />