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ARTICLE VIII: PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER <br /> 8.1 Prohibition Against Transfer of Project and Project Site Prior to Completion of <br /> Construction. <br /> The Developer represents and agrees that prior to the Substantial Completion of <br /> construction of any Phase of the Project as certified by the City (in accordance with <br /> Sections 2.9 and 2.10 hereof)the following prohibitions and restrictions shall apply to the <br /> transfer of the Project or that phase.Nothing herein should be construed to prevent,prohibit <br /> or restrict the Developer from assigning or transferring this agreement to an affiliated entity <br /> owned or controlled by the Developer or a majority of the owners of the Developer. <br /> 8.1.1 Prohibitions. <br /> Except only by way of security for a mortgage,deed of trust or other facility only <br /> for the purpose of obtaining equity or debt financing necessary to enable the <br /> Developer to construct the Project or a phase thereof,the Developer has not made <br /> or created,and will not,prior to the Substantial Completion of construction of the <br /> Project or a phase thereof as certified by the City,make or create, or suffer to be <br /> made or created,any total or partial sale,assignment,conveyance,or lease,or any <br /> trust or power, or transfer in any other mode or form of or with respect to the <br /> Agreement, the Project or a phase thereof, the Project Site or any part thereof or <br /> any interest therein, or any contract agreement to do any of the same, except for <br /> utility, support, ingress and egress and similar easements, leases with Project <br /> tenants and sales or pre-sales agreements for the residential condominium units <br /> being a part of the Project,without the prior written approval of the City. <br /> 8.1.2 Conditions for Approval. <br /> The City shall be entitled to require, except as otherwise provided in this <br /> Agreement,as conditions to any such approval pursuant to this Section 8.1,that: <br /> (a) Any proposed transferee shall have the qualifications and financial <br /> responsibility and capacity, as reasonably determined by the City, <br /> necessary and adequate to fulfill the obligations undertaken in this <br /> Agreement by the Developer(or, in the event the transfer is of or related <br /> to part of the Project,such obligations to the extent that they relate to such <br /> part). <br /> (b) Any proposed transferee,by instrument in writing reasonably satisfactory <br /> to the City and in a form recordable among the land records, shall <br /> expressly assume all of the obligations of the Developer under this <br /> Agreement and agree to be subject to all the conditions and restrictions to <br /> which the Developer is subject(or, in the event that the transfer is of or <br /> relates to part of the Project, such obligations,conditions and restrictions <br /> to the extent that they relate to such part). Provided,that the fact that any <br /> transferee of,or any other successor in interest whatsoever to,the Project, <br /> or any part thereof,shall not have assumed such obligations or so agreed, <br /> shall not(unless and only to the extent otherwise specifically provided in <br /> the Agreement or agreed to in writing by the City)relieve or except such <br /> transferee or successor of or from such obligations, agreements, <br /> conditions,or restrictions,or deprive or limit the City of or with respect to <br /> any rights or remedies or controls with respect to the Project or the <br /> construction thereof; it being the intent of this, together with other <br />