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BRIGGS&MORGAN Fax:6512236645 Dec 11 '98 17:02 P.26 <br /> • <br /> ARTICLE IX •• <br /> PROHIBITIONS AGAINST ASSIGNMENT AND <br /> TRANSFER; INDEMNIFICATION <br /> Section 9 .1. Transfer of Substantially All Assets. As <br /> security for the obligations of the Developer under this <br /> Agreement, the Developer represents and agrees that prior to the <br /> Termination Date, the Developer will not dispose of all or <br /> substantially all of th=1.6 itsassets; provided that the • <br /> -Developer may sell or otherwise transfer to any Person all or • <br /> substantially all of its assets and thereafter be discharged from <br /> liability hereunder (except as otherwise provided under clause <br /> (ii) (B) below) if (i) the transferee Person assumes in writing <br /> ' all of the obligations of the Developer under this Agreement and <br /> the Assessment Agreement; and (ii) the City receives either (A) <br /> such new security from the successor Developer to assure <br /> completion of the Project and payment of any deficiencies in Tax <br /> Increments under Section 7.1 as the City reasonably deems <br /> necessary or desirable, or (B) such evidence as the City shall <br /> reasonably require, including an opinion of counsel, that the <br /> existing obligations provided pursuant to Section 7.1 will remain <br /> in effect and will be enforceable against the existing Developer <br /> upon a default by the successor•Developer with respect to <br /> completion of the Project or payment of such shortfall in Tax <br /> Increments . <br /> Section 9 .2 . Prohibition Aaainst Transfer of Property and <br /> Assignment of Agreement. The Developer represents and agrees <br /> that prior to the Termination Date: <br /> (a) The Developer will not make or create or suffer to <br /> be made or created any total or partial sale, assignment, <br /> conveyance, or lease lather than an operating lease) , or any <br /> trust or power, or transfer in any other mode or form of or <br /> with respect to the Agreement or the Development Property or <br /> any part thereof or any interest therein, or any contract or <br /> agreement to do any: of the same, without the prior written <br /> approval of the City, to be given as provided in clause (b) <br /> below. <br /> (b) Except as otherwise provided in the Agreement, the <br /> City shall authorize transfer and release the Developer from <br /> liability hereunder and under the Assessment Agreement <br /> provided that the following conditions are met : <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 /> 965316.Red <br /> V2 to V ; 12/11/95 22 <br />