05 - JOINT PH - Vista Del Rio DDA

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(e) A Transfer of a General Partner's interest in Vista Del Rio when made in connection with the exercise by the Limited Partner of its rights upon a default by a General Partner under the Partnership Agreement or upon a General Partner's withdrawal in violation of the Partnership Agreement, so long as the removal and substitution of the defaulting General Partner is made within thirty (30) days of such default or, if such removal and substitution cannot reasonably be completed within thirty (30) days, so long as the Limited Partner commences to take action to remove and substitute the General Partner with a reasonable period and thereafter diligently proceeds to complete such substitution. (f) Any Transfer of the Property to the Managing General Partner pursuant to the right of first refusal or to the General Partners pursuant to the purchase option, as provided for in the Parhlership Agreement. (g) Any sale, transfer or other disposition of an interest in the Limited Partner. (h) Any sale, transfer or other disposition of the Limited Partner's interest in Vista Del Rio as allowed by the Partnership Agreement. In the event of a Transfer by Vista Del Rio described above not requiring the City's or Agency's prior approval, Vista Del Rio nevertheless agrees that at least thirty (30) days prior to such assignment it shall give written notice to Agency/City of such assignment and satisfactory evidence that the assignee has assumed in writing through an assignment and assumption agreement all of Vista Del Rio's obligations set forth in this Agreement. Upon the satisfaction of said obligations and the Transfer, the assignor shall be released from all obligations to the Agency and City hereunder (except obligations to indemnify the Agency and City pursuant to Section 14.5 and Article 18, et seq., of this Agreement). 16.2.3 Agency/City Consideration of Requested Transfer. Agency and City agree that they will not unreasonably withhold, condition or delay approval of a request for approval of a Transfer made pursuant to this Section 16.2, provided Vista Del Rio delivers written notice to the Agency/City requesting such approval. Such notice shall be accompanied by sufficient evidence regarding the proposed assignee's or purchaser's development and/or operational qualifications and experience, and its financial commitments and resources, in sufficient detail to enable the Agency to evaluate the proposed assignee or purchaser pursuant to the criteria set forth in this Section 16.2 and as reasonably determined by the Agency/City. The Agency/City shall evaluate each proposed transferee or assignee on the basis of its development and/or qualifications and experience in the construction of facilities similar to the Improvements, and its financial commitments and resources, and may reasonably disapprove any proposed transferee or assignee, during the period for which this Section 16.2 applies, which the Agency/City determines does not possess equal or better qualifications than the transferring developer. An assignment and assumption agreement in a form satisfactory to the Agency/City's legal counsel shall also be required for all proposed assignments. Within fifteen (15) days after the receipt of Vista Del Rio's written notice requesting Agency approval of an assignment or transfer pursuant to this Section 16.2, the Agency/City shall either approve or disapprove such proposed assignment or shall respond in writing by stating what further information, if any, the Agency/City reasonably requires in order to determine the request complete and determine whether or not to grant the requested approval. Upon receipt of such a response, Vista Del Rio shall promptly furnish to the Agency/City such further information as maybe reasonably requested and the Agency and City shall approve or disapprove the requested Transfer within fifteen (15) days after receipt of all such requested information. 35 DOCSOC/ 1475221v5/200272-0004