Agmt 2007 Estabrook Senior Housing LP etc

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7.4 Requirements for Proposed Transfers. The Agency and City may, in the exercise of their sole discretion, consent to a proposed Transfer of this Agreement, the Property or portion thereof if all of the following requirements are met (provided however, the requirements of this Section 7.4 shall not apply to Transfers described in clauses (i) through (iv) of Section 7.3): (i) The proposed transferee demonstrates to the Agency's and City's satisfaction that it has the qualifications, experience and financial resources necessary and adequate as maybe reasonably determined by the Agency and City to competently complete construction of the Project and to otherwise fulfill the obligations undertaken by the Developer under this Agreement. (ii) The Developer and the proposed transferee shall submit for Agency and City review and approval all instruments and other legal documents proposed to effect any Transfer of this Agreement, the Property or interest therein together with such documentation of the proposed transferee's qualifications and development capacity as the Agency and City may reasonably request. (iii) The proposed transferee shall expressly assume all of the rights and obligations of the Developer under this Agreement, the Regulatory Agreement, the City Documents and the Agency Documents arising after the effective date of the Transfer and all obligations of Developer arising prior to the effective date of the Transfer (unless Developer expressly remains responsible for such obligations) and shall agree to be subject to and assume all of Developer's obligations pursuant to the Conditions of Approval and all other conditions, and restrictions set forth in this Agreement and the Regulatory Agreement. (iv) The Transfer shall be effectuated pursuant to a written instrument satisfactory to the Agency and City in form recordable in the Official Records. Consent to any proposed Transfer maybe given by the Agency's Executive Director unless the Executive Director, in his or her discretion, refers the matter of approval to the Agency's governing board and by the City Manger unless the City Manager, in his or her discretion, refers the matter of approval to the City Council. If the Agency or City rejects a proposed Transfer, the Agency or City, as applicable, shall provide the reasons for such rejection in writing within thirty (30) days following receipt of written request by Developer, and representatives of the City and Agency shall meet with Developer and the proposed transferee to discuss in good faith the reasons for the rejection and Developer's and transferee's responses thereto. 7.5 Effect of Transfer without Agency and City Consent. 7.5.1 In the absence of specific written agreement by the Agency and City, no Transfer by Developer shall be deemed to relieve the Developer or any other party from any obligation under this Agreement or the Regulatory Agreement. 956070-4 26