Agmt 2012 Eden Surf Associates LP

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the replacement general partner is Alliant Capital, Ltd., an affiliate thereof or an entity reasonably satisfactory to City; or (viii) the transfer of the General Partner's interest to a nonprofit entity that is tax- exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, provided such replacement general partner is reasonably satisfactory to City. 6.4 Requirements for Proposed Transfers. The City may, in the exercise of its 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 6.4 shall not apply to Transfers described in clauses (i) through (vi) of Section 6.3): (i) The proposed transferee demonstrates to the City's satisfaction that it has the qualifications, experience and financial resources necessary and adequate as may be reasonably determined by the City to competently complete rehabilitation of the Improvements and to otherwise fulfill the obligations undertaken by the Borrower under this Agreement. (ii) The Borrower and the proposed transferee shall submit for 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 City may reasonably request. (iii) The proposed transferee shall expressly assume all of the rights and obligations of the Borrower under this Agreement and the City Documents arising after the effective date of the Transfer and all obligations of Borrower arising prior to the effective date of the Transfer (unless Borrower expressly remains responsible for such obligations) and shall agree to be subject to and assume all of Borrower'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 City in form recordable in the Official Records. Consent to any proposed Transfer may be given by the City Manager unless the City Manager, in his or her discretion, refers the matter of approval to the City Council. If a proposed Transfer has not been approved by City in writing within thirty (30) days following City's receipt of written request by Borrower, it shall be deemed rejected. 6.5 Effect of Transfer without City Consent. 6.5.1 In the absence of specific written agreement by the City, no Transfer by Borrower shall be deemed to relieve the Borrower or any other party from any obligation under • this Agreement. 6.5.2 Without limiting any other remedy City may have under this Agreement, or under law or equity, it shall be an Event of Borrower Default hereunder entitling City to terminate this Agreement if without the prior written approval of the City, Borrower assigns or Transfers this Agreement or the Property prior to the expiration of the term of the Regulatory Agreement. This Section 6.5.2 shall not apply to Transfers described in clauses (i) through (vi) of Section 6.3. 1755895.3 19