BLP PARTNERSHIP LAND DISPOSITION

ARTICLE 7 ASSIGNMENT AND TRANSFERS Section 7.1 Definitions. As used in this Article 7, the term "Transfer" means: (a) Any total or partial sale, assignment or conveyance, or any trust or power, or any transfer in any other mode or form,of or with respect to this Agreement or of the Development or any part thereof or any interest therein or any contract or agreement to do any of the same; or (b) Any total or partial sale, assignment or conveyance, or any trust or power, or any transfer in any other mode or form, of or with respect to any ownership interest in Developer or any contract or agreement to do any of the same; or (c) Any merger, consolidation, sale or lease of all or substantially all of the assets of Developer; or (d) The leasing of part or all of the Property or the improvements thereon; provided, however,that leases of the individual units included within the Improvements to tenant occupants shall not be deemed a"Transfer" for purposes of this Article 7. Section 7.2 Purpose of Restrictions on Transfer. This Agreement is entered into solely for the purpose of development and operation of the Development and its subsequent use in accordance with the terms of this Agreement. The Developer recognizes that the qualifications and identity of Developer are of particular concern to the City, in view of: (a) The importance of the development of the Property as assisted living senior housing to the general welfare of the community; and (b) The leasehold assistance that has been made available by the City for the purpose of making such development possible; and (c) The reliance by the City upon the unique qualifications and ability of the Developer to serve as the catalyst for development of the Property and upon the continuing interest which the Developer will have in the Property to assure the quality of the use, operation and maintenance deemed critical by the City in the development of the Property; and (d) The fact that a change in ownership or control of the owner of the Property, or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in ownership or with respect to the identity of the parties in control of the Developer or the degree thereof is for practical purposes a transfer or disposition of the Property; and (e) The fact that the Property is not to be acquired or used for speculation,but only for development and operation by the Developer in accordance with the Agreement; and (f) The importance to the City of the standards of use, operation and maintenance of the Property. 144\105\105296.4 10