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9.1 Prohibition Against Transfer of Project and Project Site Prior to Completion of <br /> Construction. The Redeveloper represents and agrees that prior to the Substantial <br /> Completion of construction of the Project as certified by the City (in accordance with <br /> Sections 2.9 and 2.10 hereo fl the following prohibitions and restrictions shall apply <br /> to the transfer of the Project: <br /> 9.11 Prohibitions. The Redeveloper has not made or created, and will not, prior <br /> to the Substantial Completion of construction of the Project as certified by the <br /> City, make or create, or suffer to be made or created, any total or partial sale, <br /> assignment, conveyance, or lease, or any trust or power, ar transfer in any <br /> other mode or form of or with respect to the Agreement, the Project, the <br /> Project Site or any part thereof or any interest therein, or any contract <br /> agreement to do any of the same, except for utility, support, ingress and <br /> egress and similar easements, without the prior written approval of the City. <br /> Notwithstanding the foregoing, nothing contained herein shall limit the <br /> Redeveloper's right to transfer the Project and the Project Site in connection <br /> with a merger or sale of substantially all of the assets of FirsTech, Busey <br /> Bank or First Busey Corporation. <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 (or, in the event the transfer is of or <br /> related to part of the Project, such obligations to the extent that they <br /> relate to such part). <br /> (b) Any proposed transferee, by instrument in writing reasonably <br /> satisfactory to the City and in a form recordable among the land <br /> records, shall expressly assume all of the obligations of the <br /> Redeveloper under this Agreement and agree to be subject to all the <br /> conditions and restrictions to which the Redeveloper is subject(or, in <br /> the event that the transfer is of or relates to part of the Project, such <br /> obligations, conditions and restrictions to the extent that they relate to <br /> such part). The fact that any transferee of, or any other successor in <br /> interest whatsoever to, the Project, or any part thereof, shall not have <br /> assumed such obligations or so agreed, shall not (unless and only to <br /> the extent otherwise specifically provided in this Agreement or agreed <br /> to in writing by the City) relieve or except such transferee or <br /> successor of or from such obligations, agreements, conditions, or <br /> restrictions, or deprive or limit the City of or with respect to any <br /> rights or remedies or controls with respect to the Project or the <br /> construction thereof; it being the intent of this, together with other <br /> provisions of this Agreement, that (to the fullest extent permitted by <br /> law and equity and excepting only in the manner and to the extent <br /> CITY OF DECATUR/FirsTech Red.Agreement 12 <br />