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without prior written approval of the Successor Agency and City, except as expressly set forth herein. Any proposed total or partial Transfer without Successor Agency and City approval shall constitute a Default pursuant to Article 20, et seq., hereof. 16.2.2 Permitted Transfers. Notwithstanding any other provision of this Agreement to the contrary, Successor Agency and City approval of a Transfer shall not be required in connection with any of the following: (a) Any Transfer to an entity or entities in which Vista Del Rio directly or indirectly retains a minimum of fifty -one percent (51 %) of the ownership or beneficial interest and retains management and control of the transferee entity or entities. (b) The conveyance or dedication of any portion of the Property to the City or other appropriate governmental agency, or the granting of easements or permits to facilitate construction of the Improvements. (c) Any requested assignment for financing purposes (subject to such financing being considered and approved by the Successor Agency pursuant to Section 311 of the DDA), including the grant of a deed of trust to secure the funds necessary for construction and permanent financing of the Improvements. (d) Removal of the investor limited partner of Vista Del Rio upon the expiration of the fifteen (15) year tax credit compliance period applicable to the Project. (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. (t) Any Transfer of the Property to the Managing General Partner or the Goodwill Special Limited Partner pursuant to the right of first refusal or to the Managing General Partner or the Goodwill Special Limited Partner pursuant to the purchase option, as provided for in the Partnership 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 Successor 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 Successor 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 35 DOCSOC/ 1475221 v 10/200272 -0004