8809-15 Authorizing agreement with Rockport Square LLC

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approval of the City. The City shall not withhold such approval if the Developer provides evidence, reasonably acceptable to the City, that following such transfer of interest, the Additional Development Property will continue to be owned and managed by an entity or entities owned or controlled by one or more of the members of the Developer as of the date of the Agreement, and such entity shall otherwise be acceptable to the City in experience and financial suitability. (B) For purposes of this Section 14, "Permitted Transfer" shall mean: (1) a transfer or assignment of the membership interests of any member of the Developer to any other member of the Developer; (2) a transfer or assignment of the membership interests of any member of the Developer to an affiliate or an entity that is controlled by, or under common control, with such member of the Developer; (3) a transfer or assignment by FCE or its affiliates of their membership interests in the Developer to an affiliated third party; (4) a transfer by == Developer to Builder of the Additional Development Property (or any portion or portlon"ereof) after Completion of the Additional Public Improvements; (5) a transfer or assigmtent by the Developer or FCE pursuant to a REIT or UPREIT transaction described above; or (6) upon Completion, a transW assignment, pledge, hypothecation or sale by the Developer of any remaining interest in the Additional Development Property to the Builder, the homeowners- association to be created under the_ - Restrictive Covenants, or to an unaffiliated third party purchaser. With respect to any such Permitted Transfer, the prior written consent of the City shall not be required before the Developer~ or any member of the Developer performs a Permitted Transfer; provided, however, that the Developer shall promptly provide written notice to the City of any such Permitted Transfer. Section 15. (A) Except as otherwise provided in this Development Agreement, in the event of breach of this Development Agreement or any of its terms or conditions, by any party hereto, or any successor to such party, or the occurrence of an Event of Default for which a specific grace or cure period is not otherwise specified by this Development Agreement, such party (or successor) shall, upon written notice from the other, proceed promptly to cure or remedy such breach, and, in any event, within 30 days after receipt of such notice (except where another cure or grace period is specified herein, which specified period governs); provided, however, that such 30 -day cure period shall not be applicable to the making of any payments or satisfying of any of the Developer's monetary obligations, to the obligation to obtain and maintain the City Mortgage and any of the required Guarantees under this Agreement, for which no cure period is (03163827.DOCX;6 ) 11727136.4 (20269280) 16