02-12-07 Item 7B, Preliminary Development AGreement for Funding and Guaranty for TCAAP

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to pay the City any City Reimbursable Costs incurred through two (2) business days following the City's receipt of the notice of termination. For the purposes of this paragraph, City Reimbursable Costs are considered to be incurred if they relate to services performed and are payable under a contract entered into on or before two (2) business days following the City's receipt of the notice of termination. (2) If this Agreement is terminated before its expiration or the term expires with or without an MDA, and the City within two years after the effective date of termination or expiration enters into a definitive development agreement with another developer who is not an Affiliate as defined in Section 6 hereof (the "Successor Developer") regarding all or a portion of the Development Property (the "New Development Property"), then the City will reimburse Developer for the Developer Reimbursable Costs described on the attached Exhibit E (the "Developer Reimbursable Costs"), except as otherwise provided in clause (3) of this Section 5(t), If the New Development Property consists of property less than the entire Development Property, the amount payable under this clause is the product of (a) the Developer Reimbursable Costs, multiplied by (b) a fraction, the numerator of which is the area in square feet of the New Development Property, and the denominator of which is the area in square feet of the Development Property minus the combined area in square feet of the Wildlife Area and the Athletic Field Area. (3) If this Agreement is terminated before its expiration because of rescission of the OTP initiated by Developer under Section I O(b) hereof, the Developer Reimbursable Costs will exclude any costs for Item I (Framework Yision) and Item 8 (Development of the TIF District) on Exhibit E. (4) Notwithstanding the expiration or earlier termination of this Agreement, the terms and conditions of paragraph (t)(J -3) shall survive the expiration or termination of this Agreement. Section 6. Exclusive Development Rights. During the term of this Agreement, the City designates Developer as the sole master developer of the Development Property, and agrees that it will not negotiate or contract with any other party concerning the sale or development of the Development Property. The Developer shall not without the prior written consent of the City (a) assign or transfer its rights under this Agreement, in full or in part, other than to an Affiliate, or (b) undertake a merger, acquisition, reorganization or similar transaction unless the resulting entity is an Affiliate. For the purposes of this Section, the term "Affiliate" means any corporation, partnership, limited liability company or other business entity or person controlling, controlled by or under common control with Ryan or Ryan and Rehbein. For the purpose hereof the words "controlling", "controlled by" and "under common control with" shall mean, with respect to any corporation, partnership, limited liability company or other business entity, the ownership, directly or indirectly, of fifty percent or more of the (i) the voting interests in such entity, or (ii) the power to direct or cause the direction of management policies of such entity, whether by way of ownership of voting securities or by contract or otherwise. Section 7. Negotiation of MDA. Upon execution of this Agreement, the City and the Developer shall proceed with the negotiation of an MDA regarding the Development consistent 9