R2013-122 RECEIVING AND FILING PROPOSED REDEVELOPMENT AGREEMENT

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provision is to preclude assignment of this Agreement or transfer of the Project or the Project Site (or any parts thereof) for'pecuniary gain or profit prior to Substantial Completion of the Project grid to provide that in the event any such assignment or transfer is pude (and is not cancelled), the City shall be entitled to increase the purchase price of the Project Site to the Redeveloper by the amount that the consideration payable for the assignment or transfer is in excess of the amount that may be authorized pursuant to this Section 91.1.2(e) and such consideration shall, to the extent it is in excess Of the amount so authorized, belong to and forthwith be paid to the City at the same time as or prior to the transfer. 9.2 Transfer of Project After Completion of Construction. After Sub$tantial Completion of construction of the Project as certified by the City(in accordance with Sections 2.9 and 2.10 hereof), the Redeveloper(and any subsequent Owner of a Phase or any part thereof) may transfer the Project (or any portion thereof) without the consent of the City by instrument in writing to the City, and in a form recordable among the land records, pursuant to which the transferee shall expressly assume with regard to the Phase (or any portion thereof) all of the obligations of the Redeveloper under this Agreement and agree to be subject to all the conditions and restrictions to which the Re veloper is subject with regard to the Project or any portion thereof. Provided, that the fact that any transferee of, or any other successor in interest whatsoever to, the Phase (or any portion thereof), shall not have assumed such obligations or so agreed, shall riot(unless and only to the extent otherwise specifically provided in the Agreement or agr$ed to in writing by the City) relieve or except such transferee or successor of or from such obligations, agreements, conditions, or restrictions, or deprive or limit the City of or with respect to any rights or remedies or controls with respect to the Project or the construction thereof, it being the intent of this, together with other provisions of this Agreement, that (to the fullest extent permitted by law and equity and excepting only in the,manner and to the extent specifically provided otherwise in this Agreement) no transfer of the Project, a Phase (or any portion thereof), or any interest therein, howevet consummated or occurring, and whether voluntary or involuntary, shall operate legally or practically, to deprive or limit the City of any rights or remedies or controls regarding the Project and the construction thereof that the City would have had, had there been no such transfer. No such transfer shall be deemed to transfer any rights of the �edeveloper to the reimbursements set forth under Article IV above, unless such rights are expressly set forth in the instrument of assignment. 9.3 Status of Assignee. Any assignee of the Redeveloper prior to Substantial Completion, who is approved under the terms of 9.1 above, shall be considered the "Redeveloper" for all purposes of this Agreement as to such portion of the Project that hays been assigned. 9.4 Assignment to Affiliated Entity. Nothing herein shall be constrlued to prevent the Redeveloper from assigning its interest in this Agreement to an affiliated entity owned or controlled by the Redeveloper or a majority of the owners of the Redeveloper, provided that such entity has the financial capacity to perform the obligations of the Redeveloper pursuant to this Agreement(though the City may not receive any mole financial capacity than that possessed by the Redeveloper on the date hereof) and such entity in writing assumes such obligations and conditions in compliance with the terms and conditions set forth in Section 9.1.2(a)through(d)of this Agreement. DRAFT-City of Decatur/Harrison Management Group LLC Redevelopment Agreement 15