Res 2013-019/LCRA Participation Agreement w/Thomas C. Ferguson

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LGLAL rAERGY • WgFl•COMMiR11Y SFAVKFS another entity (a "Transferee ") only with the written consent of LCRA, which consent shall not be unreasonably withheld. Any Transferee shall assume in writing all of the obligations of San Marcos under this Agreement. No consent of LCRA is required for a Transfer by San Marcos to an Affiliate of San Marcos, provided that such Affiliate shall assume all of San Marcos's obligations hereunder and agrees to comply with all of the restrictions hereunder. Any Transfer not in compliance with the requirements of this Article shall be void. (b) Right of First Refusal. Subject to Article 11(a) above, and except for a permitted Transfer to its Affiliate, if San Marcos receives a bona fide, written offer to purchase its interest under this Agreement from an unrelated third party that San Marcos wishes to accept, San Marcos must first notify LCRA in writing of the complete terms of that offer to purchase and San Marcos' willingness to sell for the price offered. LCRA will then have ninety (90) days from receipt of such notice in which to exercise a right of first refusal and commence the purchase of San Marcos' interest at the stated, offered price and terms. Only after the expiration of that 90 -day period, and upon receipt of LCRA's written consent under Article 11(a), may San Marcos proceed to accept the offer and sell its interest to the third party offeror. (c) Notice. If San Marcos believes that a proposed Transfer does not require the consent of LCRA under this Article, San Marcos shall provide written notice to LCRA, not less than forty five (45) days prior to the consummation of the Transfer, including information reasonably sufficient to enable LCRA to verify that such consent is not required. (d) Terms of Agreement Apply. Any Transfer shall be made subject to the terms and conditions of this Agreement. Without limiting the foregoing, any entity which acquires an interest in the Facility shall hold such interest subject to the terms and conditions of this Agreement and shall have no greater rights in the Facility than San Marcos. (e) Release of Participant. No Transfer by San Marcos shall relieve San Marcos from any of its obligations under this Agreement, except that San Marcos shall be relieved from such obligations that arise after the date of the Transfer if, and only if, all of the following occur: (i) Such Transfer is a permitted Transfer or LCRA has consented to such Transfer, if such consent is required under this Article; (ii) San Marcos has notified LCRA of the name and address of the proposed Transferee at least ten (10) business days prior to the effective date of the Transfer; (iii) The proposed Transferee shall have assumed responsibility for performance of all of the obligations of San Marcos under this Agreement arising on and after the date of the Transfer pursuant to a written instrument of assignment and assumption acceptable to LCRA ( "Assignment and Assumption Agreement "). The consummation of any such Transfer shall not release San Marcos from any of its debts or liabilities to LCRA which, at the time of the consummation of the Participation Agreement between Lower Colorado River Authority Page 12 of 26 and City of San Marcos