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23 <br />ARTICLE VIII <br /> <br />Prohibitions Against Assignment and Transfer; Indemnification <br /> <br /> <br />Section 8.1. Representation as to Development. The Developer represents and agrees that <br />its purchase of the TIF District Property, and its other undertakings pursuant to the Agreement, are, <br />and will be used, for the purpose of development of the TIF District Property and not for <br />speculation in land holding. <br /> <br /> Section 8.2. Prohibition Against Developer’s Transfer of TIF District Property and <br />Assignment of Agreement. The Developer represents and agrees that prior to issuance of a <br />Certificate of Completion for the Minimum Improvements: <br /> <br /> (a) Except only by way of security for, and only for, the purpose of obtaining financing <br />necessary to enable the Developer or any successor in interest to the TIF District Property, or any <br />part thereof, to perform its obligations with respect to undertaking the Minimum Improvements <br />contemplated under this Agreement and except with respect to agreements customary to the <br />development of new senior housing communities, and any other purpose authorized by this <br />Agreement, the Developer has not made or created and will not make or create or suffer to be made <br />or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or <br />transfer in any other mode or form of or with respect to this Agreement or the TIF District Property <br />or any part thereof or any interest therein, or any contract or agreement to do any of the same, to any <br />person or entity whether or not related in any way to the Developer (collectively, a “Transfer”), <br />without the prior written approval of the Authority (whose approval will not be unreasonably <br />withheld, subject to the standards described in paragraph (b) of this Section) unless the Developer <br />remains liable and bound by this Agreement in which event the Authority’s approval is not required. <br />Any such Transfer shall be subject to the provisions of this Agreement. For the purposes of this <br />Agreement, the term Transfer does not include acquisition of a controlling interest in Developer by <br />another entity or merger of Developer with another entity or a lease with a resident of the Minimum <br />Improvements. <br /> <br /> (b) In the event the Developer, upon Transfer of the TIF District Property, the Minimum <br />Improvements, or any portion thereof, seeks to be released from its obligations under this <br />Agreement as to the portion of the TIF District Property and the Minimum Improvements that are <br />transferred or assigned, the Authority shall be entitled to require, except as otherwise provided in the <br />Agreement, as conditions to any such release that: <br /> <br /> (i) Any proposed transferee shall have the qualifications and financial <br />responsibility, in the reasonable judgment of the Authority, necessary and adequate to fulfill <br />the obligations undertaken in this Agreement by the Developer as to the portion of the TIF <br />District Property and the Minimum Improvements to be transferred. <br /> <br /> (ii) Any proposed transferee, by instrument in writing satisfactory to the <br />Authority shall, for itself and its successors and assigns, and expressly for the benefit of the <br />Authority, have expressly assumed all of the obligations of the Developer under this