R2009-228 RECEIVING AND FILING PROPOSED REDEVELOPMENT AGREEMENT

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ARTICLE X: PROHIBITIONS AGAINST ASSIGNMENT AND TRA1�iSF�R 10.1 Prohibition Against Transfer• of Project and Project Site Prior to Comp[etion of Construction. Tlle Redeveloper represents and agrees that p�•ior to the Substantial Completion of eonstruction of any Phase of tha Project as ce�rtified by the City (in accordance with Sections 2.9 and 2.10 hereofl the following prohibitions and restcictions sliall apply to tha transfer of tl�e Project or that phase; 10.1.1 Proliibitions. Except only by way of security for a mo�tgage, deed of trust or other facility only for the purpose of obtaining equity or debt fina��cing necessary to enable the Redeveloper to const�•uct the Project or a phase thereof, the Redeveloper has not �nade or created, a�id will not, prior to the Substantial Completion of construction of the Project or a phase thereof as certified by the City, �nake or create, or suffer to be made or cc•eated, any total or pa��tial sale, assignment, conveyance, or lease, or any trust or powec, or trinsfec in any otlier mode or form of or with respect to the Agreement,the Project or a phase thereof, the Project Site or any patt thereof or any interest therein, or any contract agreement to do a�iy of the same, except for utility, support, ingress and egress and simllar easements, and leases with Project tenauts without the prior written approval of the City. 10.1.2 Canditious for Approval. The City shall be entitled to require, except as otherwise pi•ovided in this Ag�•eement, 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 reasonabiy determined by Yhe City, necessary aud adequate to fulfill the obligations undeitaken in this Ag►•eement by the Redeveloper (or, in tl�e event the transfer is of or related to pa�-t of the Project, such obligations to the extent that they relate to such pait). b. Any proposed transfe►•ee, by instrament in writing ceasonably satisfactory to tl�e City and in a form��cordable among the land reco�•ds, shall expressly ass�ime all of tlie 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 tl�e event that the transfer is of or relates to part of the Pcoject, such obligations,conditions and resn�ictions to tl�e extent that they relate to such part}. Provided,that the fact that any transferee of, or any other successor in iuterest whatsoever to, the Project, ot• any pa�t theceof, shall not have assumed such obligations or so agreed, shall not (unless and only to the extei;t otherwise specifically provided i»the Agreement o►•agi�eed to in writing by the City) relieve or except such transfe�•ee or successor of or from sucl� obfigations, agreements, conditions, oc restrictions, or de�rive 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 witl�other p�rovisions of this Agreement, that(to the fuIlest exteut permitted by Iaw and equity and excepting only in the manner and to the extent spaci.ficaliy }�covided otherwise in this Agreement) no transfer of the Project or Project Site or any pait tliereof, oc any interest City of Decatur/Pines Shopping Center Redevelopment Agreement 12