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City Draft <br /> 61281]3 <br /> and observe, from and af�er the date of the Permitted Transfer, the obligations, terms and <br /> conditions of this Agreernent: <br /> (a) A transfer by Hun#er/Storm LLC of any of its �interest in the Develope�r to an <br /> entity that is wholly owned or contralled by Hunter/Storm LLC, Derek K. Hunter, Jr. and/or <br /> Edward D. Storm; <br /> (b) A transfer by Derek K. Hunter, Jr. and/or Edward D. �torm of any of their <br /> respective interests in H�nter/Storm LLC to an entity that is wholIy owned or controlled by <br /> HunterlStorm LLC, Derek K. Hunter, Jr. and/or Edward D. Storm; <br /> (c} A transfer by Kilroy Realty L.P. of any of its interest in the Developer to an entity <br /> that is wholly owned or controlled by Kilroy Rea1ty L.P.; or <br /> {d) A Transfer or sale (other than a Transfer permitted under subsections (a) through <br /> (c), above) of any limited partner's or member's interest in Developer which, together with all <br /> other Transfers un�.er this subsection (d), has resulted in transfer of less than ten percent (10%) <br /> of the ownership interest in Developer or in the holder of an equity interest in Develaper; OR <br /> (e) Transfers between any- limited partner's or member's interest in De�eloper to a <br /> person or en�ity that was a direct ar indirect owner of Developer an the date of this Agreement in <br /> accordance with the terms of Developer's operating agreement; or <br /> (fl Transfers by Kilroy Realty L.P. of up to 49°/a of its interest in Redwood City <br /> Partners, LLC, provided, however, that following any such Transfer, Kilroy Realty L.P. retains <br /> Control of Redvvood City Parmers, LLC. <br /> 8.2.2 Deliverv of Transfer pocuments. All instruments and other 1ega1 <br /> documents proposed to effect any proposed Transfer sha11 be subrnitted to the City for review, at <br /> least, tkiirty-five (35) calendar days prior to the proposed date of the Trans�er, and the written <br /> approval, disapproval or conditions of the City shall be provided to the Developer, within thirty <br /> (30) ca�endar days following the City's receipt of the Developer's rec�uest. All costs incurred by <br /> the City for the review and approval of any Transfer, including without limitation the review and <br /> approval of the proposed assignment and assumption agree�ment or other transfer documents <br /> shall be paid for or reimbursed by the Developer through the Deposit Account in accordance <br /> with Sec#ion 1.2, or by the transferee through a deposit ta be delivered to the City concurrently <br /> with the request for approval of the transfer, which deposit shall be in an amount acceptable to <br /> the City as sufficient to cover the City's costs for review and approvaI of the Transfer. <br /> assignment and assumption agreernent and transfer other documents. <br /> 8.3 Legal Challenges. The Developer acknowledges tlaat the City is a"public entity" <br /> andlor a "public agency" as defined under applicable California law. Therefore, the City must <br /> satisfy the requirements of certain California statutes relating ta the actions of public entities, <br /> including, without limitation, CEQA. Alsa, as a public entity, the City's action in appro�ing this <br /> Agreernent may be subject to proceedings to challenge or invalidate this Agreement or <br /> mandamus. The Developer assumes the risk of delays and damages that rrAay result to the <br /> Developer from any third-party legal ac�ions relatad to the City's approval of this Agreernent or <br /> pursuit of the activities contemplated by this Agreer�ent, even in the event that an error, <br /> 82483,0 000 9175 7 1 3 1 2.10 56 <br />