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(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, Authority'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 /Authority 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 the Loan Agreement and these Restrictions. Upon the satisfaction of said obligations and the Transfer, the assignor shall be released from all obligations to the Successor Agency, Authority, and City hereunder (except obligations to indemnify the Successor Agency, Authority, and City pursuant to Section 14.5 and Article 18, et seq., of the Loan Agreement). 17.3 Successor Agency /Authority /City Consideration of Requested Transfer. Successor Agency, Authority, 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 17.3, provided Vista Del Rio delivers written notice to the Successor Agency /Authority /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 Successor Agency to evaluate the proposed assignee or purchaser pursuant to the criteria set forth in this Section 17.3 and as reasonably determined by the Successor Agency /Authority /City. The Successor Agency /Authority /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 17.3 applies, which the Successor Agency /Authority /City determines does not possess equal or better qualifications than the transferring developer. An assignment and assumption agreement in a form satisfactory to the Successor Agency /Authority /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 Successor Agency approval of an assignment or transfer pursuant to this Section 17.3, the Successor Agency /Authority /City shall either approve or disapprove such proposed assignment or shall respond in writing by stating what further information, if any, the Successor Agency /Authority /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 Successor Agency /Authority /City such further information as may be reasonably requested and the Authority, Successor Agency and City shall approve or disapprove the requested Transfer within fifteen (15) days after receipt of all such requested information. 17.4 Successors and Assigns. All of the terms, covenants and conditions of this Agreement shall be binding upon Vista Del Rio and its permitted successors and assigns. Whenever the term "Vista Del Rio" is used in this Agreement, such term shall include any other permitted successors and assigns as herein provided. 18. ENFORCEMENT OF AGREEMENTS. The Loan Agreement and all of its attachments shall be enforceable by City, Successor Agency and Authority in accordance with the terms thereof. Each of the Loan Agreement, these Restrictions, the City /HOME Loan Note, the Agency Loan Note, B -19 DOCSOG1475221 v 10/200272 -0004