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