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<br />Section 6.2. Prohibition a2ainst Transfer of Property and Assi2llment of A2reement. For the reasons
<br />set out in Section 6.1 of this Agreement, the GMMHC represents and agrees that, except for associating with other
<br />individuals or entities, prior to the issuance of the Certificate of Completion by the City:
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<br />(a) Except only by way of security for, and only for the putpose of obtaining ftnancing necessary to
<br />enable the GMMHC or any successor in interest to the Property, or any part thereof, to perfonn its obligations with
<br />respect to the Development under this Agreement, and any other putpose authorized by this Agreement, the
<br />GMMHC, except as so authorized, has not made or created, and that it will not make or create, or suffer to be made
<br />or created, any total or partial sale, assignment, conveyance, or any trust in respect to this Agreement or the Property
<br />or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior
<br />written approval of the CITY; and
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<br />(b) The City and CITY shall be entitled to require, except as otherwise provided in this Agreement, as
<br />conditions to any such approval under this Section 7.2 that (i) any proposed transferee shall have the qualifications
<br />and fmancial responsibility, as determined by the City or CITY, necessary and adequate to fulftll the obligations
<br />undertaken in this Agreement by the GMMHC or, in the event the transfer is of orrelates to part of the Property,
<br />such obligations to the extent that they relate to such part; (ii) any proposed transferee, by instrument in writing
<br />satisfactory to the CITY and in fonn recordable among the land records, shall for itself and its successor and assigns,
<br />and specifically for the beneftt of the CITY, have expressly assumed all of the obligations of the G:M:MHC under
<br />this Agreement and agreed to be subject to such obligations, restrictions and conditions or, in the event the transfer
<br />is of, or relates to part of the Property, such obligations, conditions, and restrictions to the extent that they relate to
<br />such part; provided, that the effect that any transferee of, or any other successor in interest whatsoever to, the
<br />Property or any part thereof, shall, for whatever reason, not have assumed such obligations or agree to do so, shall
<br />not, unless and only to the extent otherwise specifically provided in the Agreement or agreed to in writing by the
<br />CITY, relieve or except such transferee or successorfrom such obligations, conditions, or restrictions, or deprive or
<br />limit the City or CITY of or with respect to any rights or remedies or controls with respect to the Property of the
<br />construction of the Improvements; it being the intent of this Section 6.2, together with other provisions of this
<br />Agreement, that to the fullest extent permitted by law and equity and excepting only in the manner and to the extent
<br />specifically provided otherwise in the Agreement no transfer of, or change with respect to, ownership in the Property
<br />or any part thereof, or any interest therein, however consummated or occurring, whether voluntary or involuntary,
<br />shall operate, legally or practically, to deprive or limit the City or CITY, or any rights or remedies or controls
<br />provided in or resulting from this Agreement with respect to the Property and the construction of the Improvements
<br />that the CITY or City would have had, had there been no such transfer or change; and (ill) there shall be submitted
<br />to the CITY for review all instruments and other legal documents involved in effecting transfers described herein,
<br />and if approved by the CITY, its approval shall be indicated to the G:M:MHC in writing.
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<br />In the absence of specific written agreement by the CITY to the contrary, no such transfer or approval by
<br />the CITY thereof shall be deemed to relieve the G:M:MHC from any of its obligations with respect thereto. The sale
<br />of the Development to the Homeowner shall not be deemed to be a transfer within the meaning of this Section 6.2.
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<br />Section 7.3. Approvals. Any approval required to be given by the City or CITY under this Article VI may
<br />be denied only in the event that the CITY reasonably detennines that the ability of the G:M:MHC to perfonn its
<br />obligations under this Agreement will be materially impaired by the action for which approval is sought.
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<br />ARTICLE VII.
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<br />EVENTS OF DEFAULT
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<br />Section 7.1. Events of Default Defined. The following shall be deemed Events of Default under this
<br />Agreement and the tenn shall mean, whenever it is used in this Agreement, unless the context otherwise provides,
<br />anyone or more of the following events:
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<br />(a) Failure by the G:M:MHC to pay when due the payments required to be paid or secured under any
<br />provision of this Agreement;
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