LEGADO AT THE MET LLC (FORMERLY VINEYARD / VDC AT THE MET)

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As a consequence, Owner shall not have the right to transfer or assign the Property, and its interests in and rights and obligations under this Agreement, in whole or in part, to any person, entity (public or private), partnership, joint venture, firm or corporation for two (2) years from the effective date of the approval of this Agreement; except as provided in section 4.3.1 of this Agreement. Thereafter, the rights of Owner under this Agreement may not be transferred or assigned unless the written consent of the Council is first obtained and any transfer or assignment of the rights under this Agreement shall include in writing the assumption of the duties, obligations, and liabilities arising from this Agreement if the City grants written consent to transfer the rights. The rights of the Owner hereunder shall not be subject to assigmnent by attachment, execution, or proceedings under any provision of the Bankruptcy Act, and any such assignment or transfer shall be wholly void and of no force and effect unless such written consent thereto be obtained from the Council. Such transfer or assignment shall not relieve Owner of any duty, obligation or liability to City without the written consent of the City. 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 file 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. Upon assignment or transfer of the rights of Owner under this Agreement, the obligations of Owner and the transferee or assignee shall be joint and several. 4.3.1 Permitted Assignments. The prohibition against transfer of ownership of the Property as defined in section 43 above shall not apply to, and the City hereby consents to, the following; a. The parties recognize that to facilitate development of the Project, the Property will be conveyed into an entity or entities, commonlyreferred to as "single purpose entities", as a condition to, and part of, receiving development financing. These "single purpose entities" are called such because the only activities in which they are engaged are ownership and development of projects, including the Project. The restriction set forth hereinabove in section 4.3 does not apply to a transfer or transfers into "single purpose entities" in which the Applicant (Vineyards Development) or Ryan Ogulnick, have, and may exercise, ownership and control. b. Easements or temporary permits to facilitate development of the Property. C. Deeds of trust or other financing documents executed for the purpose of securing loans to Owner made to finance the development of the Property, and transfers to any person or entity pursuant to a foreclosure or deed in lieu of foreclosure of such (teed of trust or other, similar, financing documents and any subsequent transfer by any such person or entity.