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(d) The leasing of part or all of the Site or the Improvements thereon; provided, however, that leasing of the Units included within the Improvements to tenant occupants in accordance with the City Ground Lease shall not be deemed a "Transfer" for purposes of this Article. Section 11.2 Permitted Transfers. Notwithstanding the provisions of Section 11.1, the following Transfers shall be permitted and are hereby approved by the City. (a) Any Transfer creating a Security Financing Interest permitted pursuant to the approved Financing Plan; and (b) Any Transfer directly resulting from the foreclosure of a Security Financing Interest or the granting of a deed in lieu of foreclosure of a Security Financing Interest. (c) The leasing of residential units within the Development in accordance with the City Ground Lease. (d) The granting of easements or permits to facilitate the development of the Site. (e) The assignment of this Agreement to an affiliate of Developer or to a limited partnership in which Developer or its affiliate is a general partner. Section 11.3 Effectuation of Certain Permitted Transfers. No Transfer of this Agreement permitted pursuant to Section 11.2 shall be effective unless, at the time of the Transfer, the person or entity to which such Transfer is made,by an instrument in writing prepared by the City and in form recordable among the land records, shall expressly assume the obligations of the Developer under this Agreement and agree to be subject to the conditions and restrictions to which the Developer is subject arising during this Agreement, to the fullest extent that such obligations are applicable to the particular portion of or interest in the Development conveyed in such Transfer. Anything to the contrary notwithstanding, the holder of a Security Financing Interest whose interest shall have been acquired by, through or under a Security Financing Interest or shall have been derived immediately from any holder thereof shall not be required to give to City such written assumption. In the absence of specific written agreement by the City, no such Transfer, assignment or approval by the City shall be deemed to relieve the Developer or any other party from any obligations under this Agreement. Section 11.4 Other Transfers with City Consent. The City may, in its sole discretion, approve in writing other Transfers as requested by the Developer. In connection with such request, there shall be submitted to the City for review all instruments and other legal documents proposed to effect any such Transfer. If a requested Transfer is approved by the City such approval shall be indicated to the Developer in writing. Such approval shall be granted or denied by the City within sixty(60) days of receipt by the City of Developer's request for approval of a Transfer. Upon such approval, if wanted, the transferee, by an instrument in writing prepared by the City and in form recordable among the land records, shall expressly assume the obligations 26 191152\1242198 13