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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 Development Area or any part
<br /> thereof or any interest therein, or any contract agreement to do any of the same,
<br /> except for utility,support,ingress and egress and similar easements and leases with
<br /> Project tenants, 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 9.1, 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 /> provisions of this Agreement, that (to the fullest extent permitted by law
<br /> and equity and excepting only in the manner and to the extent specifically
<br /> provided otherwise in this Agreement) no transfer of the Project or
<br /> Development Area or any part thereof, or any interest therein, however
<br /> consummated or occurring, and whether voluntary or involuntary, shall
<br /> operate legally or practically, to deprive or limit the City of any rights or
<br /> remedies or controls regarding the Project and the construction thereof that
<br /> the City would have had,had there been no such transfer.
<br /> (c) There shall be submitted to the City for review all instruments and other
<br /> legal documents involved in effecting the transfer.
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