6B, Public Hearing Proposed TIF District Resolution 2010-081, -082 & -083

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_ .. ............ ARTICLE VIII Prohibitions A ain�t Assi nment and Trans�er• Indemnification Section 8.1. Re resentatian as to DeveIo m�nt. The Developer represents and agrees that its undertakings pursuant ta this Agreement, are, and will be used, for the purpose of redevelopment of the Development Property and not for specuIation in land holding. Section 8.2. Prohibition A ainst Develo er's Transfer of Pro e and Assi m�ent of A�:reement. The Developer represents and agrees that prior to issuance of the Certificate of Completion far the Minimunn Improvements or relevant Phase thereof: (a) Except as specifically described in this Agreement, the Deveioper has not rnade or created and wiIl not make or create or suffer to be made or created any iotal or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or farm of or with r�spect to the Agre�ment or the Development Property or any part t�ereoi or any interest therein, or any contract or agreement to do any aithe same (cailectively, a"Transfer"} without the prior written approval of the City Council unless the Developer remains liable and bound by ihis Agz�eement in which event the City's approval is not required. The te�n "Transfer" does not include {i) encumbrances iaaade ar granted by way of security for, and only for, the purpose of obtaining conshuction, interim or permanent fina�cing necessary to enable the De�eloper or any successor in i�terest to the D�velopznent Property or to constr�zet th� Minit�num Improvements or camponent thereof, (ii) any lease, license, easement or similar arrangement entered inta in the ordinary course of business related to operation of tlie Min.imum �mprovements, or (iii) any sale, conveyance, or transfer in any form to any Affiliate. Any Transfer shall be subject to the provisions of this Agree�n�nt. {l�) In the event the Developer, upon Transfer of the Development Property or any Phase or portion thereof, seeks to be released from i#s obligati�ns under this Agreemen� as to the por�ions or Phase of the Developnnent Property that is transferred or assigned, the City shall be entitleri to require, except as otherwise provided in the Agreement, as conditions to any such release that: (i} Any proposed transferee sha11 have the qualifications and f�nancial responsibility, in the reasonabl� judgment of the City, necessary and adequate to fulfill the obligations undertaken in #his Agreement by tlae Developer as to the port�on of the DeveIopment Property to be transferred. {ii) Any proposed trans�eree, by instrurr�ent in writing satisfactory to the City and in form recordable azz�ong the land recorc€s, shall, for itself and its successors and assigns, and expressly for the benefit of tha City, have expressly assumed all ot' the ohligations of the Developer u�der this Agreement as to the po�ion of the Development Property to be transferred and agreed to be subject to alI the conditions and restrictzons to which the Developer is subject as to such portion; providec�, however, that the fact that any transfer�e of, or any other successor in interest whatsoever to, the Development Froperty, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, shall nat {unless and anly to the exten# atherwise specifically provided in this Agreetnent or agreed to in writing by the City) depriv� the City of any rignts or r�tnedies ar controls with respect to the Deveiopment Property or any part thereof or the constructian of the Minimum Improvements; it being the intent of the parties as expressed in this Agreett�ent that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the e�tent specifically provided otherwise in this Agr�ement) no transfer of, or change with respect to, owncrship irz the Development Property or any part thereof, or any interest t�erein, however consumrnated or occurring, and wh.ether voluntary or 378990v6 SJB AR200-10 19