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DRAFT 3/18/98
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<br />ARTICLE VHI
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<br />pROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER
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<br /> Section 8.1 Representation as to Development. The Developer represents and agrees that its
<br />undertakings, pursuant to this Agreement, are for the purpose of development of the Development Property and not
<br />for speculation in landholding. The Developer further recognizes that, in view of:
<br />
<br /> (a)
<br />City;and
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<br />the importance of the development of the Development Property to the general welfare of the
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<br /> (b) the substantial financing and other public aids that have been made available by the City for the
<br />purpose of making the Minimum Improvements possible, the qualifications and identity of the Developer are of
<br />particular concern to the City.
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<br /> The Developer further recognizes that it is because of such qualifications and identity that the City is
<br />entering into this Agreement, and, in so doing, is further willing to rely on the representations and undertakings of
<br />the Developer for the faithful performance of all undertakings and covenants agreed by Developer to be performed.
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<br /> Section 8.2 Prohibition Against Transfer of Property. and Assignment of Agreement. For the
<br />reasons set out in Section 8.1 of this Agreement, the Developer represents and agrees that, prior to the issuance of
<br />the Certificate of Completion:
<br />
<br /> (a) Except only by way of security for, and only for the purpose of obtaining f'mancing necessary to
<br />enable the Developer or any successor in interest to the Development Property, or any part thereof, to perform its
<br />obligations under this Agreement, and any other purpose authorized by this Agreement, the Developer, except as so
<br />authorized, has not made or created, and will not make or create, or suffer to be made or created, any total or partial
<br />sale, assignment, conveyance, or any trust or power, or transfer in any other form of, or with respect to this
<br />Agreement, or the Development Property, or any part thereof, any interest therein, or any contract or agreement to
<br />do any of the same, without the prior written approval of the City; and
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<br /> (b) The City shall be entitled to require, except as otherwise provided in this Agreement, conditions to
<br />any such approval under this Section 8.2 that:
<br />
<br />(i)
<br />
<br />(ii)
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<br />Any proposed transferee shall have the qualifications and financial responsibility, as determined by the
<br />City, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer,
<br />or in the event the transfer is of, or relates to, the De~,elopment Property, such obligations to the extent
<br />that they relate to such part.
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<br />Any proposed transferee, by instrument in writing satisfactory to the City and in form recordable
<br />among the land records shall, for itself and its successors and assigns, and specifically for the benefit
<br />of the City, have expressly assumed all of the obligations of the Developer under this Agreement and
<br />agreed to be subject to such obligations, restrictions and conditions or, in the event the transfer is, of,
<br />or relates to, part of the Development Property, such obligations, conditions, and restrictions to the
<br />extent that they relate to such part; provided, that the fact that any transferee of, or any other successor
<br />in, interest whatsoever to, the Development Property or any part thereof, shall, for whatever reason,
<br />not have assumed such obligations or agreed to do so, shall not, unless and only to the extent otherwise
<br />specifically provided in the Agreement or agreed to in writing by the City, relieve or except such
<br />transferee or successor from such obligations, conditions, or restrictions, or deprive or limit the City
<br />of, or with respect to, any rights or remedies or controls with respect to the Development Property or
<br />the construction of the Minimum Improvements; it being the intent of this Section, together with other
<br />provisions of this Agreement, that to the fullest extent permitted by law and equity and excepting only
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