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<br />following requirements are met (provided however, the requirements of this Section 6.4 shall not <br />apply to Transfers described in clauses (i) through (iv) of Section 6.4): <br /> <br />(i) The proposed transferee demonstrates to the Agency's satisfaction that it <br />has the qualifications, experience and financial resources necessary and adequate as may <br />be reasonably determined by the Agency to competently complete construction of the <br />Project and to otherwise fulfill the obligations undertaken by the Owner under this <br />Agreement. <br /> <br />(ii) The Owner and the proposed transferee shall submit for Agency review <br />and approval all instruments and other legal documents proposed to effect any Transfer <br />of this Agreement, the Property or interest therein together with such documentation of <br />the proposed transferee's qualifications and development capacity as the Agency may <br />n~asonably request. <br /> <br />(iii) The proposed transferee shall expressly assume all of the rights and <br />obligations of the Owner under this Agreement and the Regulatory Agreement arising <br />after the effective date of the Transfer and all obligations of Owner arising prior to the <br />effective date of the Transfer (unless Owner expressly remains responsible for such <br />obligations) and shall agree to be subject to and assume all of Owner's obligations <br />pursuant to the Conditions of Approval and all other conditions, and restrictions set forth <br />in this Agreement and the Regulatory Agreement. <br /> <br />(iv) The Transfer shall be effectuated pursuant to a wTitten lfistrument <br />satisfactory to the Agency in form recordable in the Official Records of Alameda County. <br /> <br />Consent to any proposed Transfer may be given by the Agency's Executive Director <br />unless the Executive Director, in his or her discretion, refers the matter of approval to the <br />Agency's governing board. If a proposed Transfer has not been approved by Agency in writing <br />within thirty (30) days following Agency's receipt of written request by Owner, it shall be <br />deemed rejected. Agency shall notify Owner as to the reason for rejection of a Transfer request, <br />and Owner shall have the right to appeal the rejection within a reasonable time period. <br /> <br />6.5 Effect of Transfer without Agency Consent. Except as permitted by the <br />Regulatory Agreement, in the absence of specific written agreement by the Agency, no Transfer <br />by Owner shall be deemed to relieve the Owner or any other party from any obligation under this <br />Agreement or the Regulatory Agreement. <br /> <br />6.6 Recovery of Agency Costs. Owner shall reimburse Agency for all Agency costs, <br />including but not limited to attorneys' fees, incurred in reviewing instruments and other legal <br />documents proposed to effect a Transfer under this Agreement and in reviewing the <br />qualifications and financial resources of a proposed successor, assignee, or transferee within ten <br />days following Agency's delivery to Owner of an invoice detailing such costs. <br /> <br />818642.2 <br /> <br />12 <br />