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ARTICLE V. <br /> LIMITATION UPON ENCUMBRANCE; PROHIBITIONS <br /> AGAINST ASSIGNMENT AND TRANSFER; SUBORDINATION <br /> Section 5.1 Limitation Upon Encumbrance of Development. Prior to the issuance of <br /> the Certificate of Completion, neither the Developer nor any successor in interest to the <br /> Development Property or any part thereof shall engage in any financing or any other <br /> transaction creating any Mortgage or other encumbrance or lien upon the Development <br /> Property, whether by express agreement or operation of law, or suffer any encumbrance or <br /> lien to be made on or attached to the parcel of the Development Property other than this <br /> Agreement, the PUD Agreement and the Financing Documents. <br /> Section 5.2 Representation as to Development. The Developer represents and agrees <br /> that its undertakings pursuant to the Agreement are for the purpose of implementation of the <br /> Development and not for speculation in landholding. The Developer further recognizes that, <br /> in view of the importance of the Development to the general welfare of the City and the <br /> substantial financing and other public aids that have been made available by the HRA and the <br /> City for the purpose of making the Development possible, the qualifications and identity of <br /> the Developer are of particular concern to the HRA and the City. The Developer further <br /> recognizes that it is because of such qualifications and identity that the HRA and City are <br /> entering into this Agreement, and, in so doing, are further willing to rely on the <br /> representations and undertakings of the Developer for the faithful performance of all <br /> undertakings and covenants agreed by Developer to be performed. <br /> Section 5.3 Prohibition Against Transfer of Property and Assignment of Agreement <br /> For the reasons set out in Section 5.2 of this Agreement, the Developer represents and agrees <br /> that, prior to the issuance of the Certificate of Completion as certified by the City: <br /> (a) Except for leases and other tenancies in the rental units of the Improvements or <br /> for any other purpose authorized by this Agreement, the Developer, except as so authorized, <br /> has not made or created, and will not make or create, or suffer to be made or created, any <br /> total or partial sale, assignment, conveyance, or any trust or power, or transfer in any other <br /> mode or form of or with respect to this Agreement or the Development Property or any part <br /> thereof or any interest therein, or any contract or agreement to do any of the same, without <br /> the prior written approval of the City; and <br /> (b) The City shall be entitled to require, except as otherwise provided in this <br /> Agreement, as conditions to any such approval under this Section 5.3 that: (i) any proposed <br /> transferee shall have the qualifications and financial responsibility, as reasonably determined <br /> by the City, necessary and adequate to fulfill the obligations undertaken in this Agreement by <br /> the Developer or, in the event the transfer is of or relates to part of the Development, such <br /> obligations to the extent that they relate to such part; (ii) any proposed transferee, by <br /> 14 <br />