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Internal Revenue Code of 1986 as amended, or to a limited liability company whose sole member is a nonprofit entity that is tax-exempt under Section 501(c)(3)of the Internal Revenue Code of 1986 as amended,provided such replacement general partner is reasonably satisfactory to City. 8.4 Requirements for Proposed Transfers. The City may, in the exercise of its sole discretion,consent to a proposed Transfer of this Agreement,the Property, the Improvements or part thereof if all of the following requirements are met(provided however,the requirements of this Section 8.4 shall not apply to Transfers described in clauses(i), (ii), (iii), (iv), and(vii) of Section 8.3, and solely with respect to removal of the general partner by the investor limited partner for a default under the Partnership Agreement, clause(viii) of Section 8.3,provided that the provisions of this Section 8.4 shall apply to the selection of a replacement general partner in the event of a removal of the general partner in accordance with clause (viii)of Section 8.3): (i) The proposed transferee demonstrates to the City's satisfaction that it has the qualifications, experience and financial resources necessary and adequate as may be reasonably determined by the City to competently complete and manage the Project and to otherwise fulfill the obligations undertaken by the Developer under this Agreement. (ii) The Developer and the proposed transferee shall submit for City review and approval all instruments and other legal documents proposed to effect any Transfer of all or any part of or interest in the Property,the Improvements or this Agreement together with such documentation of the proposed transferee's qualifications and development capacity as the City may reasonably request. (iii) The proposed transferee shall expressly assume all of the rights and obligations of the Developer under this Agreement and the other City Documents arising after the effective date of the Transfer and all obligations of Developer arising prior to the effective date of the Transfer(unless Developer expressly remains responsible for such obligations)and shall agree to be subject to and assume all of Developer's obligations pursuant to the Conditions of Approval and all other conditions, and restrictions set forth in this Agreement. (iv) The Transfer shall be effectuated pursuant to a written instrument satisfactory to the City in form recordable in the Official Records. (v) The final form of the Partnership Agreement and any subsequent amendments that affect the City's economic interests under this Agreement or the City Documents shall be subject to City's review and approval. Consent to any proposed Transfer may be given by the City's Authorized Representative unless the City's Authorized Representative, in his or her discretion,refers the matter of approval to the City Council. If the City has not rejected a proposed Transfer or requested additional information regarding a proposed Transfer in writing within forty-five(45) days following City's receipt of written request by Developer,the proposed Transfer shall be deemed approved. OAK#4822-6539-6013 v3 27