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A Description Property Legal Description Referred to in Section( s) Exhibit Designation B C Public Art Plan Cooperative Agreement for Off-Site Improvements Public Improvements A vigation Easement Lake Improvements 1.1.1 (2), 2.44 2.46,5.1.7 2.15,5.1.1 D E F 2.47,5.1.2 2.6, 5.1.5 5.1.12 4. GENERAL PROVISIONS. 4.1 Duration of Agreement. The term of this Agreement shall be for ten (10) years; provided, however that the Owner may request one two-year extension from the Executive Director of the Planning and Building Safety Agency, which request shall not be unreasonably denied and provided further that this Agreement shall automatically terminate upon the latter to occur of (i) completion of construction of the entire Project or (ii) the granting of Certificates of Occupancy (or similar permission to occupy) for the final Element of the Project and sale of all Residential units. 4.2 Assignment. Except as provided in Section 4.3 and prior to completion of the Project or any Element thereof, Owner (andlor Integral with respect to the Integral Project, if owner assigns the Integral Project to Integral) shall not have the right to transfer or assign this Agreement with respect to all or any portion of the Property to any person, entity (public or private), partnership, joint venture, firm or corporation unless the written consent of the City is first obtained, acting in its reasonable discretion. In exercising its reasonable discretion, the City shall limit its review to the development experience and financial capability of the proposed assignee or transferee and shall approve any such assignment or transfer if the proposed assignee or transferee has financial capability and development experience with respect to the Project equal to or greater than the managing member of Owner (or Integral in the case of the Integral Project after assignment of the Integral Project). Any transfer or assignment of rights under (i) Section 4.3, or (ii) requiring City Council consent under this Section 4.2 shall include an assignment and assumption agreement confirming that the duties obligations and liabilities arising from this Agreement with respect to all or any portion of the Property shall be assumed by the transferee. To the extent permitted by law, the rights of the Owner hereunder shall not be subject to assignment by attachment, execution, or proceedings under any provisions ofthe Bankruptcy Act, and such assignment or transfer shall be, to the extent permitted by law wholly void and of no force and effect unless such assignment or transfer has been consented to by the City Council. During the term of this Agreement, any approved assignee or transferee of the rights under this Agreement shall observe and perform all of the duties and obligations of Owner contained in this Agreement as such duties and obligations pertain to the portion of the Property transferred or assigned. Any and all approved successors and assignees of Owner shall have all of the same rights, benefits, duties, obligations, and liabilities of Owner under this Agreement. If the Property is subdivided, any subdivided parcel may be sold, mortgaged, hypothecated, assigned, or transferred to persons for development by them in accordance with the provisions of this Agreement. Following a permitted assignment herewith the assignor shall have no further rights or obligations with respect to the Project or Element assigned, as the case may be. DOCSOC/I I I0339v7/24579-0001 7 75B-94