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purpose authorized by this Agreement, the Developer has <br />not made or created and will not make or create or <br />suffer to be made or created any total or partial sale, <br />assignment, conveyance, or lease (other than in the <br />normal course of business), or any trust or power, or <br />transfer in any other mode or form of or with respect <br />to the Agreement or the Development Property or any <br />part thereof or any interest therein, or any contract <br />or agreement to do any of the same, without the prior <br />written approval of the City. <br />1054867.2 <br />(b) The City shall be entitled to require, except as <br />otherwise provided in the Agreement, as conditions to any <br />such approval that: <br />(i) Any proposed transferee shall have the <br />qualifications and financial responsibility, in the <br />reasonable judgment of the City, necessary and adequate <br />to fulfill the obligations undertaken in this Agreement <br />by the Developer. <br />(ii) Any proposed transferee, by instrument in <br />writing satisfactory to the City and in form recordable <br />among the land records, shall, for itself and its <br />successors and assigns, and expressly for the benefit <br />of the City, have expressly assumed all of the <br />obligations of the Developer under this Agreement and <br />agreed to be subject to all the conditions and <br />restrictions to which the Developer is subject (unless <br />the Developer agrees to continue to fulfill those <br />obligations, in which case the preceding provisions of <br />this Section 9.2(b)(ii) shall not apply); provided, <br />however, that the fact that any transferee of, or any <br />other successor in interest whatsoever to, the <br />Development Property, or any part thereof, shall not, <br />for whatever reason, have assumed such obligations or <br />so agreed, and shall not (unless and only to the extent <br />otherwise specifically provided in this Agreement or <br />agreed to in writing by the City) deprive the City of <br />any rights or remedies or controls with respect to the <br />Development Property or the construction of the Minimum <br />Improvements; it being the intent of the parties as <br />expressed in this Agreement that (to the fullest extent <br />permitted at law and in equity and excepting only in <br />the manner and to the extent specifically provided <br />otherwise in this Agreement) no transfer of, or change <br />with respect to, ownership in the Development Property <br />or any part thereof, or any interest therein, however <br />Page 82 <br />