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901.14 No Assignment. Developer expressly acknowledges and agrees that the City and Agency have only agreed to assist the Developer as a means by which to induce, the construction/development of the Property. Accordingly, Developer further expressly acknowledges and agrees that this Agreement is a personal right of Developer that is neither negotiable, transferable, nor assignable except as set forth herein. Developer may assign some or all of its rights under the Agreement only with the prior written consent of the Executive Director (such consent not to be unreasonably withheld), except that no prior consent is necessary for an assignment by a limited partner of Developer to an affiliate, or as otherwise provided in the Deed(s) of Trust. 901.15 Applicable Law. This Agreement shall be interpreted, governed and enforced under federal and state laws. 901.16 Third Parties. This Agreement is made for the sole benefit of Developer and the City and Agency and their successors and assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement or any right to the exercise of any right or power of the Agency/City hereunder or arising from any default by Developer, nor shall the Agency/City owe any duty whatsoever to any claimant for labor performed or materials furnished in connection with the construction of the Property. 901.17 Control of Property. The parties acknowledge that neither the Agency nor City has at any time participated in any manner in the management or operation of the Property, and will not so participate at any time hereafter. 902. Obligation to Notify re Changes. Until the final disbursement of the Loans, Developer shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Article 900 not to be true, immediately give written notice of such fact or condition to Agency. Such exception(s) to a representation shall not be deemed a breach by Developer hereunder, but shall constitute an exception which Agency and City shall have a right to approve or disapprove if such exception would have an effect on the value and/or operation of the Property. If Agency and City elect to make any disbursement of the Loans following disclosure of such information, Developer's representations and warranties contained herein shall be deemed to have been made as of such disbursement, subject to such exception(s). If, following the disclosure of such information, Agency and City elect not to make further disbursements of the Loans, then this Agreement shall automatically terminate, and neither party shall have any further rights, obligations or liabilities hereunder. The representations and warranties set forth in this Article 900 shall survive the final disbursement of the Loans and continue for the Term hereof. 1000. CONDITIONS FOR CONSTRUCTION 1001. Permits and Approvals. Developer shall diligently obtain all permits, including all building permits, licenses, approvals, exemptions and other authorizations of Governmental Agencies required in connection with the construction and conversion of the Property. 1002. Commencement and Completion of Construction. The construction of the Project shall be considered complete for purposes of this Agreement only when (a) all work described has been completed and fully paid for, and (b) all work requiring inspection or certification by Governmental Authority has been completed and all requisite certificates, approvals and other necessary authorizations (including required final certificates of occupancy) have been obtained. 32 DOCSOC/ 1469583v5/200272-0003