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ARTICLE VIII Prohibitions A�ainst Ass�_n�nent and Transfer; Indemni�cation Section 8.1. Representation as to Development. The Developer represenis and a�ees that its undertakings pursuant to this Agreement, are, an� wiI1 be used, for the purpose of redeve�op�nent of the Develogment Froperty and �tot for speculatio�t in land hoIding. Section 8.2. Prohibition Against Developer's Transfer of Prope�-ty and Assi�nment of Agreement. 'Fhe Deveioper represents and agrees that prior #o issuance of the Certi�cate of Completion for the Minimum Tmpro�ements or relevant Phase thereof: {a) Except as specifically described in this Agree�nent, the Deve�oper has not made or created and wil] not make or create or suffer to be made ar created any total or partial sale, assignment, conveyance, or lease, ar any trust or power, or transfer in any other mode ar form of or with respect to the Agreement or the Development Property or any part thereof or any interest therein, or any contract or agreement ta do any of the same (collectively, a"Transfer"} without #he prior written approvai of the City Council unIess the Developer rerraains liable and bounc� by this Agreement in wl�ich event the City's approval is not required. The term "Trans%r" does not include (i) e��cumbrances made or granted by way of security for, and only for, the purpose of obtainFng eonstruction, interim or permanent financ�ng necessary to enable the Developer or any successar in interest to ihe Develop��ent Property or to construct the Minimur� Improvements or component tIiereof, (ii) any lease, license; easement or sirnilar arrangement et�tered irtto ira the ordinary course of business related to operation of the Minimwn Irnpravements, or {iii) any sale, conveyance, ar transfer in any fonn to any Affiliate. Aiiy Transfer sl�atl be subject to the pravisions of this Agreement. (b) In the event the Developer, upon Trar�sfer of the Deve�oprne�zt Property or any Phase or partian thereof, seeks to be reieased from its obligations under this Agreement as to the portions or Phase of #he Development Property that is trarasferred or assigned, the City shall be entitled to require, except as o#herwise provided in the Agreement, as conditions to any such release that: (i) Any proposed transferee shall have the quali�ications a�d financial responsibility, �rt the reasonable juc�gment of the City, �ecessary and adequate to fulfifl the obligatior�s ❑ndertaken in tl�is Agreement by the Developer as to the portion of the Development Property to be transferred. (ii) Any propased tra�sferee, by instrument in writing satisfactory to the City and in form recorda6le among the ]and records, shall, for itseff and its successors and assig�s, a�d expressly for the beneft of the City, ha�e expressly assumed ail of the obli�ations af ihe Developer under this Agreement as to the portion of tl�e Development Property to be transferred and agreec� to be subject to all the conditions and resh-ictions to which the Developer is subject as to such portio�t; provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Development Property, or any pa�-t thereof shatl not, for whatever reason, have assumed such obligations or so agreed, sl�all not (unless and only to the extent otherwise specifically provided in this Agreeme�tt or agreed to in writing 6y the City) depri�e the City of any rights or remedies or controls with respect to the Development Property or any part thereof or the construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to thE fullest extent permitted at law and �n ec�uity and excepting only in the manner and to the extent speci�cally provided othe�-wise in this Agreer�e�t) no transfer of, or change with respect to, ownership in the Development Property or any part thereof, or any interest therein, l�owever consummated or occurring, and whether valuntary or 378990vt0 SJB AR2DD-i0 2 �