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development will occur on the northerly 50 feet of the Property; that the ground rent will generate a <br />revenue stream which the Parties will share according to their percentage ownership interests as <br />~ tenants in common; that the development by the Private Party will be within the scope of permitted <br />uses under the Ground Lease; that a competitive process will be used to select the Private Party; and <br />that the Transit District will have continuing control over the transit relatedness of the Private Party's <br />development under the terms of the Ground Lease. - <br />5.2 Approval of Principals and Transfers. During the term of this Agreement and until the <br />conveyance of the Condominium interests to the Parties as contemplated by this Agreement, no Party <br />will make or create, or suffer to be made or created, any total or partial sale, assignment, conveyance, <br />or lease, or any trust or power, or transfer in any other mode or form of or with respect to their <br />respective interests in this Agreement, the Condominium Agreement, or the Project or any part <br />thereof or any interest therein, or any contract or agreement to do any of the same to a Private Party <br />without prior written approval of the other Party. Each Party may require such information <br />concerning the identity, financial resources, experience and reputation of the proposed principal or <br />transferee (including the identity of the natural persons who are the owners of any proposed principal <br />or transferee) as they dec,m necessary or appropriate. <br />The Parties acknowledge and agree that, as governmental units exercising public powers and <br />public trusts, the Parties must maintain the confidence of the public with respect to their undertakings <br />and their relationships with third parties, and to that end the Parties shall have the right, in their sole <br />and absolute discretion, to refuse to grant approval of any proposed principal or transferee for such <br />reasons as they deem suf~cient notwithstanding that such proposed principal or transferee may have <br />the experience and financial resources sufficient to participate in the construction and ownership of <br />the Project Improvements as contemplated herein. <br />Notwit stan ing anyt ing in t is ection . to t e contrary, t e ounty s ave t e ng t <br />to grant a security interest reasonably necessary and beneficial to secure financing for the County <br />Facilities. Such security interest sha11 be limited to the County's interest as a cotenant of the Real <br />Property, the County's interest under this Agreement, under the General Construction Contract and <br />under the other agreements to which the County is a party and which are related to the development <br />,contemplated herein. Such security interest shall provide that in the event of a foreclosure of the <br />security interest, the secured party shall automatically become a party to this Agreement as if the <br />secured party had been originally named herein in the County's place and stead, and that the District's <br />rights under this Agreement shall be unimpaired and shall continue in full force and effect.~ <br />SECTION 6. DEFAULT; REMEDIES <br />6.1 Default-Cure. <br />(i) Default by County. The County shall be in default hereunder if it shall breach any of the <br />provisions of this Agreement relating to the payment of money, whether by action or <br />inaction, and such breach shall continue and not be remedied within two (2) business days <br />after any other Party shall have given notice specifying the breach. With respect to defaults <br />other than the payment of money, the County shall be in default hereunder if it shall breach <br />any of the provisions of this Agreement whether by action or inaction, and such breach shall <br />continue and not be remedied within sixty (60) days after any other Party shall have given <br />notice specifying the breach; provided that if the other Party determines that such breach <br />cannot with due diligence be cured within a period of sixty (60) days, it shall allow the <br />County to cure such breach within such additional period of time as the other party shall <br />specify in writing, and in any such event such breach shall not constitute a default hereunder <br />so long as the County diligently proceeds to effect such cure and such cure is accomplished <br />within such specified period of time granted by the other Party. <br />Courthouse Square <br />Development Agreement <br />Page - 14 <br />