R2013-91 AUTHORIZING EXECUTION OF THE REDEVELOPMENT AGREEMENT PREVIOUSLY RECEIVED AND PLACED ON FILE Southside

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other successor in interest whatsoever to, the Police Facility, the Police Facility Site or the Police Facility Lease, shall not have assumed such obligations or so agreed, shall not (unless and only to the extent otherwise specifically provided in the Agreement or agreed 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 Police Facility, the Police Facility Site or the Police Facility Lease or the construction thereof; it being the intent of this, together with other provisions of this Agreement, that(to the fullest extent pennitted by law and equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of the Police Facility, the Police Facility Site or the Police Facility Lease or this Agreement or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate legally or practically, deprive or limit the City of any rights or remedies or controls regarding the Police Facility, the Police Facility Site or the Police Facility Lease and this Agreement and the construction thereof that the City would have had,had there been no such transfer. 9.2.1 Transfer of Assignment After Commencement of Police Facility Lease. After the Commencement of the Police Facility Lease and during its Tenn no transfer or assignment shall be made by Redeveloper of the Police Facility Site or the Police Facility Lease without the prior written consent of City which shall not be unreasonably withheld. 9.2.2 Assignment after Completion. Notwithstanding anything contained herein to the contrary and only after construction of the Police Facility and the Street Improvements are completed, with the prior written consent of City which shall not be unreasonably withheld, Redeveloper may assign its interest in the Police Facility, the Police Facility Site or the Police Facility Lease and this Agreement to an institutional lender (a "Permitted Lender Assignee") which provides financing for, and takes a mortgage or deed of trust lien upon,the Police Facility, the Police Facility Site or the Police Facility Lease; provided, however, that such Permitted Assignee must agree with City in writing that if the Pennitted Assignee forecloses on the Police Facility, the Police Facility Site or the Police Facility Lease, the Permitted Assignee will (i) concurrently therewith, foreclose on Redeveloper's interest under this Agreement; (ii) pay to City any amounts remaining unpaid under this Agreement and (iii) abide by the tenns of this Agreement and the Police Facility Lease(so long as same remain in effect). 9.3 Status of Assignee. Any assignee of the Redeveloper under the provisions hereof shall be considered the"Redeveloper" for all purposes of this Agreement. 9.4 Assignment to Affiliated Entity. Nothing herein shall be construed to prevent the Redeveloper from assigning its interest in this Agreement to an affiliated entity owned or controlled by the Redeveloper provided that: (i) the Redeveloper provides forty-five (45) days prior written notice of such assignment along with appropriate written documentation to satisfy the requirements of this Section 9.4; (ii) such entity has the financial capacity to perform the obligations of the Redeveloper pursuant to this Agreement; (iii) such entity in writing assumes such obligations and conditions in compliance with the terns and conditions set forth in Section 9.1.2 (a) through (d) of this Agreement; and (iv) the Redeveloper submits to the City at least fifteen (15) business 16