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40 <br /> <br />time, (a) exercise its discretion in such a way as to be consistent with, and carry out the terms of, <br />this Agreement and (b) take such other actions as may be necessary to carry out in good faith the <br />terms of this Agreement. <br />6.7. Defense of Agreement. <br />City shall take all actions that are necessary or advisable to uphold the validity and <br />enforceability of this Agreement. If this Agreement is adjudicated or determined to be invalid or <br />unenforceable, City agrees, subject to all legal requirements, to consider modifications to this <br />Agreement to render it valid and enforceable to the extent permitted by applicable law. <br />Developer shall pay all of City’s documented costs, including attorneys’ fees and experts’ costs, <br />incurred to modify or defend this Agreement. <br />ARTICLE 7. <br />TRANSFERS AND ASSIGNMENTS <br />7.1. Right to Assign. <br />The Parties understand and anticipate that Developer may seek to transfer its rights and <br />responsibilities under this Agreement with respect to one or more specific Elements of the <br />Project to a person or entity with experience in the development of the type of Element proposed <br />to be transferred. Developer shall not, except as expressly permitted by this Agreement, directly <br />or indirectly, voluntarily, involuntarily or by operation of law make or attempt any total or partial <br />sale, transfer, conveyance, assignment or lease (collectively, “Transfer”) of the whole or any <br />part of the Property, the Project, or this Agreement prior to the completion of the Project, without <br />the prior written approval of City, which approval shall not be unreasonably withheld, <br />conditioned or delayed. <br />7.1.1 Process for City Approval of Transfer. Prior to any Transfer hereunder, <br />Developer shall submit to City detailed written information regarding the proposed transferee’s <br />development experience as relevant to the proposed Transfer, detailed information with respect <br />to the financial capacity of the proposed transferee, and the form of a proposed assignment and <br />assumption agreement which requires the assignee to comply with the assigned sections of this <br />Agreement. Upon receipt of Developer’s submission City may request further information <br />regarding the experience and financial capacity of the proposed transferee, and such requests <br />shall not be considered an unreasonable withholding or delay of the City’s consent. <br />7.1.2 Assignment and Assumption Agreement. Any such assignment made in <br />compliance with this Section 7.1 shall be evidenced by a written assignment and assumption <br />agreement in a form approved by the City Attorney, which agreement shall set forth in detail the <br />assignee’s specific duties under this Agreement. <br />7.1.3 Change of Ownership. In addition to the foregoing, prior to the <br />completion of the Project, except as expressly permitted by this Agreement, Developer shall not <br />undergo any significant change of ownership without the prior written approval of City, which <br />approval shall not be unreasonably withheld, conditioned or delayed. For purposes of this <br />Agreement, a “significant change of ownership” shall mean a transfer of the beneficial interest of <br />more than fifty percent (50%) in aggregate of the present ownership and /or control of