R2009-236 AUTHORIZING REDEVELOPMENT AGREEMENT Pines Shopping Center

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O � CM ARTICLE X: PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER � � 10.1 Prohibition Against Transfer of Project and Project Site Prior to Completion of � Construction. The Redeveloper represents and agrees that prior to the Substantial Completion of construction of any Phase of the Project as certified by the City (in � accordance with Sections 2.9 and 2.10 hereo� the following prohibitions and restrictions +� shall apply to the transfer of the Project or that phase: � " 10.1.1 Prohibitions. Except only by way of security for a mortgage, deed of trust or pother facility only for the purpose of obtaining equity or debt financing necessary a to enable the Redeveloper to construct the Project or a phase thereof, the � Redeveloper has not made or created, and will not, prior to the Substantial Completion of construction of the Project or a phase thereof as certified by the City, make or create, or suffer to be made or created, any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to the Agreement, the Project or a phase thereof, the Project Site or any part thereof or any interest therein, or any contract agreement to do any of the same, except for utility, support, ingress and egress and similar easements, and leases with Project tenants without the prior written approval of the City. 10.1.2 Conditions for Approval. The City shall be entitled to require, except as otherwise provided in this Agreement, as conditions to any such approval pursuant to this Section 10.1,that: a. Any proposed transferee shall have the qualifications and financial responsibility and capacity, as reasonably determined by the City, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Redeveloper (or, in the event the transfer is of or related to part of the Project, such obligations to the extent that they relate to such part). b. Any proposed transferee, by instrument in writing reasonably satisfactory to the City and in a form recordable among the land records, shall expressly assume all of the obligations of the Redeveloper under this Agreement and agree to be subject to all the conditions and restrictions to which the Redeveloper is subject (or, in the event that the transfer is of or relates to part of the Project, such obligations, conditions and restrictions to the extent that they relate to such part). Provided,that the fact that any transferee of, or any other successor in interest whatsoever to, the Project, or any part thereof, shall not have assumed such obligations or so agreed, shall not (unless and only to the extent otherwise specifically provided in the Agreement ar 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 Project 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 Project or Project Site or any part thereof, or any interest City of Decatur/Pines Shopping Center Redevelopment Agreement 12