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of the final certificate of occupancy or equivalent for the Project, except as expressly permitted by this Agreement, without the prior written approval of City, Developer shall not undergo any significant change of ownership other than the transfer of limited liability company interests in Developer of forty percent (40 %) or less to Michael Stoner or an entity owned or controlled by Michael Stoner. For purposes of this Agreement, a "significant change of ownership" shall mean a transfer of the beneficial interest of more than twenty -five percent (25 %) in aggregate of the present ownership and /or control of Developer, taking all transfers into account on a cumulative basis; provided however, neither the admission of an investor limited partner or member, nor the transfer by the investor limited partner or member to subsequent limited partners or members shall be restricted by this provision. 7.3 Permitted Transfers. Notwithstanding any contrary provision hereof, the prohibitions set forth in this Article shall not be deemed to prevent: (i) the granting of temporary easements or permits to facilitate development of the Property; (ii) the dedication of any property required pursuant to this Agreement; (iii) the leasing of commercial and retail space to tenants of the Property; (iv) the assignment, pledge, mortgage or other encumbrance of the Property in connection with financing of the Project, (iv) a Transfer to an entity which is under the direct control of Developer ( "Controlled Affiliate ") or (v) a Transfer following completion of the Proj ect. 7.4 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 7.4 shall not apply to Transfers described in clauses (i) through (v) of Section 7.3 ): (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 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 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 Developer under this Agreement and the City 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. (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's governing 1875524.3 20