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1602.2 Permitted Transfers. Notwithstanding any other provision of this Agreement to the contrary, Agency approval of an assignment of this Agreement or conveyance of the Property or Improvements, or any part thereof, shall not be required in connection with any of the following: (a) Any transfers to an entity or entities in which the Developer, or either of its general partners, retains 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 (as defined herein). (c) Any requested assignment for financing purposes (subject to such financing being considered and approved by the Agency pursuant to Section 311), 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 Developer upon the expiration of the fifteen (15) year tax credit compliance period applicable to the Project. In the event of an assignment by Developer under subparagraphs (a) or (c) above not requiring the Agency's prior approval, Developer 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 jointly with Developer the obligations of this Agreement. 1602.3 Agency/City Consideration of Requested Transfer. Agency and City agree that they will not unreasonably withhold approval of a request made pursuant to this Section 1602, provided the Developer 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 1602 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 1602 applies, which the Agency/City determines does not possess equal or better qualifications that 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 thirty (30) days after the receipt of the Developer's written notice requesting Agency approval of an assignment or transfer pursuant to this Section 1602, 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, the Developer shall promptly furnish to the Agency/City such further information as may be reasonably requested. 50 DOCSOC/ 1469583 v5/200272-0003