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RJV-184370v2 MU210-48 11 ARTICLE V. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER Section 5.1. Representation as to Development. The Developer represents and agrees that its undertakings pursuant to the Agreement are for the purpose of development of Parcel A and not for speculation in landholding. The Developer further recognizes that Development of Parcel A is important to the general welfare of the City. Section 5.2. Prohibition Against Transfer of Property and Assignment of Agreement. The Developer represents and agrees that prior to issuance of the Certificate of Completion by the City: (a) Except only by way of security for the purpose of obtaining financing necessary to enable the Developer to perform its obligations with respect to the Development under this Agreement, the Developer, has not made or created, and it will not make or create, or suffer to be made or created, any total or partial sale, assignment, conveyance, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or Parcel A or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the City; and (b) The City shall be entitled to require, except as otherwise provided in this Agreement, as conditions to any such approval under this Section 5.2 that: (i) any proposed transferee shall have the qualifications and financial responsibility, as determined by the City, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer; (ii) any proposed transferee, by instrument in writing satisfactory to the City and in form recordable among the land records, shall for itself and its successors and assigns, and specifically 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 such obligations, restrictions and conditions or; provided, that the fact that any transferee of, or any other successor in interest to, the Property, shall, for whatever reason, not have assumed such obligations or agreed to do so, shall not relieve such transferee or successor from such obligations, conditions, or restrictions, or deprive or limit the City of any rights or remedies or controls with respect to the Property or the construction of the Improvements; to the fullest extent permitted by law and equity, no transfer of, or change with respect to, ownership in the Property, or any interest therein, however consummated or occurring, whether voluntary or involuntary, shall operate to deprive or limit the City, of any rights or remedies or controls provided in or resulting from this Agreement with respect to the Property and the construction of the Improvements that the City would have had, had there been no such transfer or change; and (iii) there shall be submitted to the City for review all instruments and other legal documents involved in effecting transfers described herein, and if approved by the City, its approval shall be indicated to the Developer in writing.