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Section 9.1. Transfer of Substantially all Assets. As security for the obligations of the Developer under this Agreement, the Developer represents and agrees that prior to the Termination Date, the Developer will not dispose of all or substantially all of its assets; provided that the Developer may sell or otherwise transfer to any Person all or substantially all of its assets and thereafter be discharged from liability hereunder (except as otherwise provided under clause (ii)(B) below) if (i) the transferee Person assumes in writing all of the obligations of the Developer under this Agreement and the Assessment Agreement; and (ii) the City receives either (A) such new security from the successor Developer to assure completion of the respective Project as the City reasonably deems necessary or desirable, or (B) such evidence as the City shall reasonably require, including an opinion of counsel, that the existing obligations provided pursuant to Section 7.1 will remain in effect and will be enforceable against the existing Developer upon a default by the successor Developer with respect to completion of the respective Project. Section 9.2. Prohibition Against Transfer of Property and Assignment of Agreement. The Developer represents and agrees that prior to the Termination Date: (a) Except only by way of security for, and only for, the purpose of obtaining financing necessary to enable the Developer or any successor in interest to the Development Property, or any part thereof, to perform its obligations with respect to acquiring the Development Property and making the Minimum Improvements under this Agreement, and any other purpose authorized by this Agreement, the Developer has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease (other than in the normal course of business), or any trust or power, or transfer in any other mode or 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 to do any of the same, without the prior written approval of the City. (b) The City shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any such approval that: (i) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the City, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer. (ii) Any proposed transferee, by instrument in writing satisfactory to the City and in form recordable among the land records, shall, for itself and its successors and assigns, and expressly for the benefit of the City, have expressly assumed all of the obligations of the Developer under this Agreement and agreed to be subject to all the conditions and restrictions to which the Developer is subject (unless the Developer agrees to continue to fulfill those obligations, in which case the preceding provisions of this Section 9.2(b)(ii) shall not apply); provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Development Property, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, and shall not 25