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Deveioper's defense obligation under Section 13.1 above, the Ciw.. must ~ve the Formal NOtice <br />of any such mat~er m reasonabie detail to the Developer. <br /> <br /> A.KTICLE 14 <br />SUCCESSORS EN TITLE A_ND ASSIGN?vflENT <br /> <br /> 14.1 TR_~,~NSFERS OF TITLE .&..ND ASSIGNMENT. i'he Developer may not transfer <br />title to alt or any portion of the Subject Property or assi~m2 any of its rights or obligations under <br />this Master A_m-eement without the consent of the City... For purposes of this Master Agreement, <br />a ~-an.qfer of shares, partnership interest, membership interest or other ownersh/p interest in a <br />Developer which results in a transfer in con',trot of the Developer entity constitutes an assi~mu-nent <br />of the Developer's fights under this Master A~eement. The CJry may pant or withhold its <br />consent in the City's sole and absolute discretion except as follows: <br /> <br />Lf the Developer conveys a portion of the Subject Prope~y to a Secondary <br />Developer, the CiD"s joinder in an a~eement with the Developer and the <br />Secondary. Developer describing the aI'location of figahts and obligations under this <br />Master A~eement or the City's approval of Final Plans for the secondary. <br />development and execution of a Secondary Development Ageement with the <br />Secondary. Developer constitutes the City's consent to Developer's' com, eyance of <br />the property that is Ye subject of the secondary development to the Secondary <br />Developer; and <br /> <br />If the Developer conveys all of its remaining interest in the Subject Prope~wy to a <br />successor developer, the City must consent to the conveyance of the real estate <br />and ~e assi~2*nent of the Developer.'s fgjqts under t2zis A~eement provided: <br /> <br />(i) <br /> <br />the Developer is not then in default under the terms of the Master <br />A~eement; <br /> <br />(ii) <br /> <br />the Developer conveys ail of its remaining interest in the Subject Property <br />(except for potions of the Subject Property that are subject to a Secondary <br />Development A~eement) and assig:ns all of its fights under the Master <br />A~eement to the successor developer; <br /> <br />(ii/) <br /> <br />the successor developer assumes, for the benefit of the City, all of the <br />Developer's obligations under th/s Master A=o-re:ment and acknowledges, <br />for the benefit of the City that he, she or it is subject to the consents and <br />waivers set forth in Section 7.6, 7.!2 and 9.6 and is subject to the <br />prepayment obligations set for*& in Section 7.7, 7. i2 and 9.7; and <br /> <br />(iv) <br /> <br />to the extent that the City is holding le~ers of credit or other secur/ty <br />provided by the Developer at the time of the sate and assi~zrm2ent, the <br />successor developer provides the CiD' with substitute letters of credit or <br />other security acceotabie to the City Council pursuant to Section i2.4. <br /> <br />if the Deveior)er conveys at! or a portion of the Subject Propemy to a :hird parry without <br />acauifing the CiW's consem, the Developer's successor in interest is subject to ail of the <br /> <br /> <br />