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l 6.2 Developer agrees not to sell, assignor transfer any interest under this Agreement with respect#o the P-roperty;or aiyi�ctiart�terec�f,withoutlipr�r =i't'en consent oftlle;County, which consent s1a11tsbunt�ot� ryteld' � >sjf aXl` } (h J;g be cor>drtionecl upon sucli`ssld, assior �sj buzl tY�ly c eted�s�r h die concurrent recordation of-the Ash �� 001 li °}l� { iyy uiatio6 Ag�rh�, nl, f$ pcu �� HOteft f all of the cgnditions described t ' rtecttQ l S1 ttr >�1� 13 of t n 1 4 $alis;led gra fyc� 3i° n �it3' �nW Ge rpy «'+rVi jr - 1 63 Until inclusion �licjo !;�°r � �reAttiet � uti fl Development Agreement;.the Revel per agroes�nitto self{ass gn4ortinser may,iritexest odor this A eernent with res ectto the l? ert p p ' y,or any porl�on tl}e�reo ticu# tEre4ioFwr'xtten consent of the County, which consent shall not lie ul3reasdna# ly vvitl� 1° rani shoe graritod out: st%a1l beconditioned upon such sale,�assigrmerit or transfer being#ittiely'coiflpleted vtrith the concurrent recordation of the aSsum flan a0:1 ` K p greemeiit xe erred�tt i SICU AIM'1 6 4SB k ereof) tf all of the conditions described in Sections:l 6 4:A thraugh l;f 4 D of Sectio>ri 1 6 a>e met. Any sale, assignment or transfer consentecl,.to by'the County pursuant to Section:16 2. or this Section 1.6.3, shall be deemed a Permitted Assignment and'the purchaser, assignee or transfeMe'.sha11 be deemed a Recognized Assignee under this Agreement. When the limitations set forkh.in this, paragraph of this subsection 1,6.3. are no longer applicableas to-the K6-tty.or portion thereof included within a Subsequent Development Agreement;-the County shall, upon`written request from the Developer, issue to the Developer a certificate inrecordable form acknowledging that such limitations no longer apply, provided that the other provisions of this See' ion shall continue to be applicable. Whether or not such a certificate is requested, the Subsequent f Development Agreement shall govern as to any restrictions on,and the effect of, any sale, assignment or transfer of the Property, or such portion thereof, included under the Subsequent Development Agreement. i 1:6.3.A. A sale, assignment or transfer of any interest cumulatively of fifty percent(50%) or more in the ownership or control of the Developer(including transfers of stock and changes in ownership or control by reason of corporate mergers, buy-outs, reorganizations or dissolutions resulting in a cumulative change in ownership or control of fifty percent (50%)or more) shall constitute a sale, assignment or transfer subject to the provisions of Section 1.6.2. and this Section.1.6.3. Provided, however, that the following shall not constitute a sale, assignment or transfer subject to the provisions of Section 1.6.2. and this Section 1.6.3: transfers of interests of less than fifty percent(50%), cumulatively of the Developer to joint venturers or new partners provided that sole management and control is retained by the Developer; and provided, further, that any change in the legal status or identity of the Developer pursuant to the foregoing provisions must be accompanied by notice to the County together with an executed Assumption Agreement pursuant to Section 1.6.4.B. hereof in order to be effective for the purposes of this Agreement. 1.6.3.B. A Recognized Assignee shall be obligated and bound by the terms of this Agreement, and shall be the beneficiary thereof and a party thereto, only with respect to the Property, or such portion thereof, sold, assigned or transferred to it under a Permitted Assignment. Any such Recognized Assignee shall observe and fully perform all of the duties and obligations of the Developer contained in this Agreement, as such duties and W02-SF:FPD%61481145.2 _t9_