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from any portion of any such loss, liability, cost or expense which results from the
<br /> negligence or willful misconduct of the Redeveloper,its officials,agents, or employees.
<br /> ARTICLE It: PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER
<br /> 9.1 Prohibition Against Transfer of Police Facility, the Police Facility Site or the Police
<br /> Facility Lease Prior to Completion of Construction. The Redeveloper represents and
<br /> agrees that prior to the Completion of Construction of the Police Facility and the Police
<br /> Facility Site the following prohibitions and restrictions shall apply to the transfer of the
<br /> Police Facility,the Police Facility Site and the Police Facility Lease:
<br /> 9.1.1 Prohibitions. As provided in Section 14.1 below, only by way of security for a
<br /> mortgage, deed of trust or other facility only for the purpose of obtaining equity
<br /> or debt financing necessary to enable the Redeveloper to purchase the Police
<br /> Facility Site and to construct the Police Facility and the Street Improvements, the
<br /> Redeveloper has not made or created, and will not, prior to the Completion of
<br /> Construction of the Police Facility and the Street Improvements and the issuance
<br /> of a certificate of occupancy for the Police Facility, make or create, or suffer to
<br /> be made or created, any total or partial sale, assignment, conveyance, or lease, or
<br /> any trust or power, or transfer in any other mode or form of or with respect to the
<br /> Agreement, the Police Facility, the Police Facility Site or the Police Facility
<br /> Lease or any part thereof or any interest therein, or any contract agreement to do
<br /> any of the same, except for utility, support, ingress and egress and similar
<br /> easements, without the prior written approval of the City.
<br /> .Y
<br /> 9.1.2 Conditions for Approval. The City shall be entitled to require, except as
<br /> otherwise provided in this Agreement, as conditions to any such approval
<br /> 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 Redeveloper;
<br /> (b) Any proposed transferee, by instrument in writing reasonably
<br /> satisfactory to the City and in a form recordable among the land records,
<br /> shall expressly assume all of the obligations of the Redeveloper under
<br /> this Agreement and agree to be subject to all the conditions and
<br /> restrictions to which the Redeveloper is subject. Provided, that the fact
<br /> that any transferee of, or any other successor in interest whatsoever to,
<br /> the Police Facility, Police Facility Site or the Police Facility Lease, or
<br /> 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
<br /> to any rights or remedies or controls with respect to the Police Facility
<br /> the Police Facility Site or the Police Facility Lease or the construction
<br /> thereof; it being the intent of this, together with other provisions of this
<br /> Agreement, that (to the fiillest extent permitted by law and equity and
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