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I FJ 1.6.2. Developer agrees not to sell, assign or transfer any interest under this Agreement with respect to the Property, or any portion thereof,without the prior written consent flof the County, which consent shall not be unreasonably withheld and shall be granted (but shall f + be conditioned upon such sale, assignment or transfer being timely completed with the concurrent recordation of the Assumption Agreement referred to in Sections 1.6.4.B hereof) if all Fof the conditions described in Sections 1.6.4.A. through 1.6.4.D. of Section 1.6.4 are met or satisfied. F! 1.6.3. Until inclusion of the Property, or any part thereof, under a Subsequent Development Agreement, the Developer agrees not to sell, assign or transfer any interest under this Agreement with respect to the Property,or any portion thereof, without the prior written F� consent of the County, which consent shall not be unreasonably withheld and shall be granted (but shall be conditioned upon such sale, assignment or transfer being timely completed with the concurrent recordation of the assumption agreement referred to in Section 1.6.4.B. hereof)if all .k of the conditions described in Sections 1.6.4.A. through 1.6.4.D of Section 1.6.4. are met. Any sale, assignment or transfer consented to by the County pursuant to Section 1.6.2: or this Section 1.6.3. shall be deemed a Permitted Assignment and the purchaser, assignee or transferee shall be deemed a Recognized Assignee under this Agreement. When the limitations set forth in this paragraph of this subsection 1.6.3. are no longer applicable as to the Property or portion thereof included within a Subsequent Development Agreement,the County shall,upon written request from the Developer, issue to the Developer a certificate in recordable form acknowledging that such limitations no longer apply,provided that the other provisions of this Section 1.6 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. 1.6.3.A. A sale, assignment or transfer of any interest cumulatively of Fi 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 5 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 Fjpursuant 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. F 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-SFXPD161481145.2 -19- F I