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ARTICLE V PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER Section 5.1 No Third Party Beneficiaries. There shall, as against the City, be no third party beneficiaries to this Agreement. More specifically, the City enters into this Agreement, and intends that the Agreement shall be, for the sole and exclusive benefit of the Developer and notwithstanding the fact that any other "persons" may ultimately participate in or have an interest in the Premises, the City does not intend that any party other than the Developer shall have, as alleged third party beneficiary or otherwise, any rights or interests hereunder as against the City, and no such other party shall have standing to complain of the City's exercise of, or alleged failure to exercise, its rights and obligations, or of the City's performance or alleged lack thereof, under this Agreement. Section 5.2 Limitations on Transfer of Premises and Assignment of Agreement. The Developer covenants and agrees that it has not made or created and will not 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 any transfer in any other mode or form, of or with respect to this Agreement or the Premises or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the City (which approval the City may not unreasonably withhold). The City shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any such approval that: (a) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the City, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer; (b) Any proposed transferee, by instrument in writing satisfactory to the City, shall, for itself and its successors and assigns, and expressly for the benefit of the City, have expressly assumed all of the obligations of the Developer under this Agreement and agreed to be subject to all the conditions and restrictions to which the Developer is subject unless the Premises will no longer eligible for property tax exemptions under Minnesota Statutes and will revert to full value for property tax purposes as a result of the property transfer with the further understanding that the payments will continue until the year the Premises pays full value real estate taxes ; and (c) There shall be submitted to the City for review and prior written approval all instruments and other legal documents involved in effecting the transfer of any such interest in this Agreement or the Premises. 5 4626500v1