Common use of Limitations on Transfer and Assignment Clause in Contracts

Limitations on Transfer and Assignment. ‌ (1) Prior to the Termination Date, except as provided in Section 4.9 or Section 6.3(3), the Developer will not sell, assign, convey, lease or transfer in any other mode or manner (collectively, “Transfer”) this Agreement or the Development Property or the Project, or any interest therein, without the express written approval of the EDA and the City, which consent will not be unreasonably withheld, conditioned or delayed; (2) The Developer shall not, prior to the Termination Date, permit any Transfer of the Development Property or the Project to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate taxes under State law; (3) The EDA and the City shall be entitled to require, as conditions to any approval of any Transfer of this Agreement, the Development Property, the Project, or applicable portion thereof, that: (a) Any proposed transferee shall have the qualifications and financial responsibility, as reasonably determined by the EDA and the City, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer; (b) Any proposed transferee, by instrument in writing satisfactory to the EDA and the City shall, for itself and its successors and assigns, and expressly for the benefit of the EDA and the City have expressly assumed any of the remaining obligations of the Developer under this Agreement and agreed to be subject to all the conditions and restrictions to which the Developer is subject. (c) There shall be submitted to the EDA and the City for review all instruments and other legal documents involved in effecting transfer, and if approved by EDA and the City, their approval shall be indicated to the Developer in writing; (d) The Developer and its transferees shall comply with such other conditions as the EDA may reasonably require in order to achieve and safeguard the purposes of the Act, the Abatement Program, and this Agreement; and (e) In the absence of a specific written agreement by the EDA and the City to the contrary, no such transfer or approval by the EDA and the City thereof shall be deemed to relieve the Developer or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Project, from any of its obligations with respect thereto. (4) The Developer agrees to pay all reasonable legal fees and expenses of the EDA and the City, including fees of the city attorney and outside counsel retained by the EDA or the City to review the documents submitted to the EDA in connection with any Transfer. (5) Nothing contained in this Section shall prohibit the Developer from (i) entering into leases with tenants in the ordinary course of business, (ii) entering into easement or other agreements necessary for the operation of the Project, (iii) admitting or removing members in accordance with the applicable Organizational Documents.

Limitations on Transfer and Assignment. ‌ (1) Prior to the Termination Date, except Except as provided in Section 4.9 or 6.3(5) and Section 6.3(3)3.10, the Developer will not sell, assign, convey, lease or transfer in any other mode or manner (collectively, “Transfer”) this Agreement Agreement, the TIF Notes, or the Development Property or the Project, or any interest therein, without the express written approval of the EDA and the CityHRA, which consent will not be unreasonably withheld, conditioned or delayed. Any such Transfer shall be subject to this Agreement’s provisions. The HRA shall, within 20 days after such a written request for approval of a Transfer, deliver a written statement to the Developer indicating whether the Transfer is approved or specifying the additional conditions to be satisfied in accordance with Section 6.3(3). The provisions of this Section 6.3 apply to all subsequent Transfers by authorized transferees; (2) The Developer TIF Notes shall notnot be Transferred to any party who is not the Developer; provided that with the written consent of the HRA, prior which consent shall not be unreasonably withheld, conditioned or delayed, and subject to clauses (3)(c) through (f) and (4) below, the TIF Notes may be transferred to the Termination Date, permit holder of a mortgage or other security agreement or instrument securing the owner’s financing with respect to any Transfer such Phase of the Development Property or the Project to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate taxes under State law;Project. (3) The EDA and the City HRA shall be entitled to require, as conditions to any required approval of any Transfer of this Agreement, the Development Property, the Project, or applicable portion thereof, or the TIF Notes in connection therewith, that: (a) Any proposed transferee shall have the qualifications and financial responsibility, as reasonably determined by the EDA and the CityHRA, necessary and adequate to fulfill the obligations undertaken in this Agreement and the Purchase Price Note by the DeveloperDeveloper related to such Phase of the Project or applicable portion thereof; (b) Any proposed transferee, by instrument in writing reasonably satisfactory to the EDA and the City HRA shall, for itself and its successors and assigns, and expressly for the benefit of the EDA and the City HRA have expressly assumed any of the remaining obligations of the Developer under this Agreement and the Purchase Price Note related to such Phase of the Project or applicable portion thereof, and agreed to be subject to all the conditions and restrictions to which the Developer is subject.; (c) There shall be submitted to the EDA and the City HRA for review all instruments and other legal documents involved in effecting transfer, and if approved by EDA and the CityHRA, their its approval shall be indicated to the Developer in writing; (d) Any proposed transferee of the TIF Notes shall (i) execute and deliver to the HRA the Acknowledgment Regarding TIF Note in the form included in Exhibit 2 to the TIF Notes and (ii) surrender the TIF Notes to the HRA either in exchange for a new fully registered note or for transfer of the TIF Notes on the registration records for the TIF Notes maintained by the HRA; (e) The Developer and its transferees shall comply with such other conditions as the EDA HRA may reasonably require in order to achieve and safeguard the purposes of the Act, the Abatement Program, TIF Act and this Agreement, and the Purchase Price Note; and (ef) In the absence of a specific written agreement by the EDA and the City HRA to the contrary, no such transfer or approval by the EDA and the City HRA thereof shall be deemed to relieve the Developer or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Project, from any of its obligations with respect thereto. (4) The Developer agrees to pay all reasonable legal fees and expenses of the EDA and the CityHRA, including fees of the city attorney City Attorney’s office and outside counsel retained by the EDA or the City HRA to review the documents submitted to the EDA HRA in connection with any Transfer. (5) Nothing contained in this Section shall prohibit the Developer from (i) entering into leases with tenants in the ordinary course of business, (ii) entering into easement easements or other agreements necessary for the operation of the Project, or (iii) admitting or removing members in accordance with the applicable Organizational DocumentsArticles of Organization and the Operating Agreement of the Developer, as applicable.

Limitations on Transfer and Assignment. ‌ (1) Prior to the Termination Date, except Except as provided in Section 4.9 3.9 or Section 6.3(36.3(4), the Developer will not sell, assign, convey, lease or transfer in any other mode or manner (collectively, “Transfer”) this Agreement or the Development Property or the Project, or any interest therein, without the express written approval of the EDA and the City, which consent will not be unreasonably withheld, conditioned or delayed; (2) The Developer shall not, prior to the Termination Date, permit any Transfer of the Development Property or the Project to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate taxes under State law; (3) The EDA and the City shall be entitled to require, as conditions to any approval of any Transfer of this Agreement, the Development Property, the Project, or applicable portion thereof, that: (a) Any proposed transferee shall have the qualifications and financial responsibility, as reasonably determined by the EDA and the City, necessary and adequate to fulfill the obligations undertaken in this Agreement and the Purchase Price Note by the Developer; (b) Any proposed transferee, by instrument in writing satisfactory to the EDA and the City shall, for itself and its successors and assigns, and expressly for the benefit of the EDA and the City have expressly assumed any of the remaining obligations of the Developer under this Agreement and the Purchase Price Note and agreed to be subject to all the conditions and restrictions to which the Developer is subject. (c) There shall be submitted to the EDA and the City for review all instruments and other legal documents involved in effecting transfer, and if approved by EDA and the City, their approval shall be indicated to the Developer in writing; (d) The Developer and its transferees shall comply with such other conditions as the EDA may reasonably require in order to achieve and safeguard the purposes of the Act, the Abatement ProgramTIF Act, this Agreement, and this Agreementthe Purchase Price Note; and (e) In the absence of a specific written agreement by the EDA and the City to the contrary, no such transfer or approval by the EDA and the City thereof shall be deemed to relieve the Developer or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Project, from any of its obligations with respect thereto. (43) The Developer agrees to pay all reasonable legal fees and expenses of the EDA and the City, including fees of the city attorney and outside counsel retained by the EDA or the City to review the documents submitted to the EDA in connection with any Transfer. (54) Nothing contained in this Section shall prohibit the Developer from (i) entering into leases with tenants in the ordinary course of business, (ii) entering into easement or other agreements necessary for the operation of the Project, (iii) admitting or removing members in accordance with the applicable Organizational Documentsorganizational documents.

Limitations on Transfer and Assignment. ‌ (1) Prior to the Termination Date, except Except as provided in Sections 3.14 and 5.3(4), and subject to Section 4.9 or Section 6.3(35.3(5), the Developer will not sell, assign, convey, lease or transfer in any other mode or manner (collectively, “Transfer”) this Agreement Agreement, the TIF Note, or the Development Property or the Project, or any interest therein, without the express written approval of the EDA and the CityEDA, which consent will not be unreasonably withheld, conditioned or delayed. The EDA shall deliver a written statement to the Developer indicating whether the Transfer is approved or specifying the additional conditions to be satisfied in accordance with Section 5.3(2). The provisions of this Section 5.3 apply to all subsequent Transfers by authorized transferees; (2) The Developer shall not, prior to the Termination Date, permit any Transfer of the Development Property or the Project to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate taxes under State law; (3) The EDA and the City shall be entitled to require, as conditions to any approval of any Transfer of this Agreement, the Development Property, the Project, or applicable portion thereofthe TIF Note in connection therewith, which approval will not be unreasonably withheld, conditioned or delayed, that: (a) Any proposed transferee shall have the qualifications and financial responsibility, as reasonably determined by the EDA and the CityEDA, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer; (b) Any proposed transferee, by instrument in writing satisfactory to the EDA and the City shall, for itself and its successors and assigns, and expressly for the benefit of the EDA and the City have expressly assumed any of the remaining obligations of the Developer under this Agreement and agreed to be subject to all the conditions and restrictions to which the Developer is subject.; (c) There shall be submitted to the EDA and the City for review all instruments and other legal documents involved in effecting transfer, and if approved by EDA and the CityEDA, their its approval shall be indicated to the Developer in writing; (d) Any proposed transferee of the TIF Note shall (i) execute and deliver to the EDA the Acknowledgment Regarding TIF Note that in the form included in Exhibit 2 to the TIF Note and (ii) surrender the TIF Note to the EDA either in exchange for a new fully registered note or for transfer of the TIF Note on the registration records for the TIF Note maintained by the EDA; (e) The Developer and its transferees shall comply with such other conditions as the EDA may reasonably require are necessary in order to achieve and safeguard the purposes of the Act, the Abatement Program, TIF Act and this Agreement; and (ef) In the absence of a specific written agreement by the EDA and the City to the contrary, no such transfer or approval by the EDA and the City thereof shall be deemed to relieve the Developer or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Project, from any of its obligations with respect thereto. (43) The Developer agrees to pay all reasonable legal fees and expenses of the EDA and the CityEDA, including fees of the city attorney City Attorney’s office and outside counsel retained by the EDA or the City to review the documents submitted to the EDA in connection with any Transfer. (54) Nothing contained in this Section shall prohibit the Developer from (i) entering into leases with tenants in the ordinary course of business, (ii) entering into easement easements or other agreements necessary for the construction or operation of the Project, or (iii) admitting or removing members in the Developer, in accordance with the applicable Organizational Documentsorganizational documents. (5) Subject to satisfying the conditions set forth in 2(c), 2(d) and (3), the EDA agrees to the assignment of the TIF Note, once issued, to a lender providing a loan to finance or refinance the cost of constructing the Project to allow the Developer to monetize the TIF Note. (6) The Developer shall be relieved of its obligations under this Agreement only to the extent such obligations have been assumed by an approved transferee under a Transfer permitted as provided herein.

Limitations on Transfer and Assignment. ‌ (1) Prior to the Termination Date, except Except as provided in Section 4.9 3.9 or Section 6.3(36.3(5), the Developer will not sell, assign, convey, lease or transfer in any other mode or manner (collectively, “Transfer”) this Agreement or the Development Property or the Project, or any interest therein, without the express written approval of the EDA and the CityEDA, which consent will not be unreasonably withheld, conditioned or delayed; (2) The Developer shall not, prior to the Termination Date, permit any Transfer of the Development Property or the Project to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate taxes under State law; (3) The EDA and the City shall be entitled to require, as conditions to any approval of any Transfer of this Agreement, the Development Property, the Project, or applicable portion thereof, that: (a) Any proposed transferee shall have the qualifications and financial responsibility, as reasonably determined by the EDA and the CityEDA, necessary and adequate to fulfill the obligations undertaken in this Agreement and the Purchase Price Note by the Developer; (b) Any proposed transferee, by instrument in writing satisfactory to the EDA and the City shall, for itself and its successors and assigns, and expressly for the benefit of the EDA and the City have expressly assumed any of the remaining obligations of the Developer under this Agreement and the Purchase Price Note and agreed to be subject to all the conditions and restrictions to which the Developer is subject. (c) There shall be submitted to the EDA and the City for review all instruments and other legal documents involved in effecting transfer, and if approved by EDA and the CityEDA, their its approval shall be indicated to the Developer in writing; (d) The Developer and its transferees shall comply with such other conditions as the EDA may reasonably require in order to achieve and safeguard the purposes of the Act, the Abatement ProgramTIF Act, this Agreement, and this Agreementthe Purchase Price Note; and (e) In the absence of a specific written agreement by the EDA and the City to the contrary, no such transfer or approval by the EDA and the City thereof shall be deemed to relieve the Developer or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Project, from any of its obligations with respect thereto. (4) The Developer agrees to pay all reasonable legal fees and expenses of the EDA and the CityEDA, including fees of the city attorney and outside counsel retained by the EDA or the City to review the documents submitted to the EDA in connection with any Transfer. (5) Nothing contained in this Section shall prohibit the Developer from (i) entering into leases with tenants in the ordinary course of business, (ii) entering into easement or other agreements necessary for the operation of the Project, (iii) admitting or removing members in accordance with the applicable Organizational Documentsorganizational documents.

Limitations on Transfer and Assignment. ‌ (1) Prior to the Termination Date, except Except as provided in Section 4.9 3.9 or Section 6.3(36.3(5), the Developer will not sell, assign, convey, lease or transfer in any other mode or manner (collectively, “Transfer”) this Agreement Agreement, the TIF Note, or the Development Property or the Project, or any interest therein, without the express written approval of the EDA and the City, which consent will not be unreasonably withheld, conditioned or delayed; (2) The Developer TIF Note shall not, prior not be Transferred to any party who is not the Termination Date, permit any Transfer owner of the Development Property or or, with the Project to any entity whose ownership or operation written consent of the property would result in City, the holder of a first lien mortgage securing the owner’s acquisition or construction financing with respect to the Development Property being exempt from real estate taxes under State law;Property, subject to (3)(d) below. Subject to satisfaction of (3)(d) below, the City hereby consents to the assignment of the TIF Note to American National Bank (the “Lender”) pursuant to a Collateral Assignment of Development Documents and Tax Increment Note, dated the date hereof, among the City, the Developer and the Lender. (3) The EDA and the City shall be entitled to require, as conditions to any approval of any Transfer of this Agreement, the Development Property, the Project, or applicable portion thereof, or the TIF Note in connection therewith, that: (a) Any proposed transferee shall have the qualifications and financial responsibility, as reasonably determined by the EDA and the City, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer; (b) Any proposed transferee, by instrument in writing satisfactory to the EDA and the City shall, for itself and its successors and assigns, and expressly for the benefit of the EDA and the City have expressly assumed any of the remaining obligations of the Developer under this Agreement and agreed to be subject to all the conditions and restrictions to which the Developer is subject. (c) There shall be submitted to the EDA and the City for review all instruments and other legal documents involved in effecting transfer, and if approved by EDA and the City, their its approval shall be indicated to the Developer in writing; (d) Any proposed transferee of the TIF Note shall (i) execute and deliver to the City the Acknowledgment and Receipt of Note in the form included in Exhibit B to the TIF Note and (ii) surrender the TIF Note to the City either in exchange for a new fully registered note or for transfer of the TIF Note on the registration records for the TIF Note maintained by the City; (e) The Developer and its transferees shall comply with such other conditions as the EDA City may reasonably require in order to achieve and safeguard the purposes of the Act, the Abatement Program, TIF Act and this Agreement; and (ef) In the absence of a specific written agreement by the EDA and the City to the contrary, no such transfer or approval by the EDA and the City thereof shall be deemed to relieve the Developer or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Project, from any of its obligations with respect thereto. (4) The Developer agrees to pay all reasonable legal fees and expenses of the EDA and the City, including fees of the city attorney City Attorney’s office and outside counsel retained by the EDA or the City to review the documents submitted to the EDA City in connection with any Transfer. (5) Nothing contained in this Section shall prohibit the Developer from (i) entering into leases with tenants in the ordinary course of business, (ii) entering into easement easements or other agreements necessary for the operation of the Project, (iii) admitting or removing members in accordance with the applicable Organizational Documents.

Limitations on Transfer and Assignment. ‌ (1) Prior to the Termination Date, except Except as provided in Section 4.9 3.11 or Section 6.3(35.3(5), so long as this Agreement is in effect, the Developer will not sell, assign, convey, lease or transfer in any other mode or manner (collectively, “Transfer”) this Agreement or the Development Property or the Project, or any interest therein, without the express written approval of the EDA and the City, which consent will not be unreasonably withheld, conditioned or delayed; (2) The Developer shall not, prior to the Termination Date, permit any Transfer of the Development Property or the Project to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate taxes under State law; (3) The EDA and So long as this Agreement is in effect, the City shall be entitled to require, as conditions to any approval of any Transfer of this Agreement, the Development Property, the Project, or applicable portion thereof, that: (a) Any proposed transferee shall have the qualifications and financial responsibility, as reasonably determined by the EDA and the City, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer; (b) Any proposed transferee, by instrument in writing satisfactory to the EDA and the City shall, for itself and its successors and assigns, and expressly for the benefit of the EDA and the City have expressly assumed any of the remaining obligations of the Developer under this Agreement and agreed to be subject to all the conditions and restrictions to which the Developer is subject. (c) There shall be submitted to the EDA and the City for review all instruments and other legal documents involved in effecting transfer, and if approved by EDA and the City, their its approval shall be indicated to the Developer in writing; (d) The Developer and its transferees shall comply with such other conditions as the EDA City may reasonably require in order to achieve and safeguard the purposes of the Act, the Abatement Program, Act and this Agreement; and (e) In the absence of a specific written agreement by the EDA and the City to the contrary, no such transfer or approval by the EDA and the City thereof shall be deemed to relieve the Developer or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Project, from any of its obligations with respect thereto. (4) The Developer agrees to pay all reasonable legal fees and expenses of the EDA and the City, including fees of the city attorney and outside counsel retained by the EDA or the City to review the documents submitted to the EDA City in connection with any Transfer. (5) Nothing contained in this Section shall prohibit the Developer from (i) entering into leases with tenants in the ordinary course of business, (ii) entering into easement or other agreements necessary for the operation of the Project, ; or (ii) entering into an operating lease of the Development Property with an affiliated entity; or (iii) admitting or removing members in accordance with the applicable Organizational Documentsorganizational documents. (6) Notwithstanding anything to the contrary herein, Developer may, without penalty, prepay the remaining balance of the Special Assessments in accordance with the terms thereof and Minnesota Statutes, Chapter 429, and upon receipt of said prepayment this Agreement shall terminate and become null and void.

Limitations on Transfer and Assignment. ‌ (1) Prior to the Termination Date, except Except as provided in Section 4.9 3.11 or Section 6.3(35.3(5), so long as this Agreement is in effect, the Developer will not sell, assign, convey, lease or transfer in any other mode or manner (collectively, “Transfer”) this Agreement or the Development Property or the Project, or any interest therein, without the express written approval of the EDA and the City, which consent will not be unreasonably withheld, conditioned or delayed; (2) The Developer shall not, prior to the Termination Date, permit any Transfer of the Development Property or the Project to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate taxes under State law; (3) The EDA and So long as this Agreement is in effect, the City shall be entitled to require, as conditions to any approval of any Transfer of this Agreement, the Development Property, the Project, or applicable portion thereof, that: (a) Any proposed transferee shall have the qualifications and financial responsibility, as reasonably determined by the EDA and the City, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer; (b) Any proposed transferee, by instrument in writing satisfactory to the EDA and the City shall, for itself and its successors and assigns, and expressly for the benefit of the EDA and the City have expressly assumed any of the remaining obligations of the Developer under this Agreement and agreed to be subject to all the conditions and restrictions to which the Developer is subject. (c) There shall be submitted to the EDA and the City for review all instruments and other legal documents involved in effecting transfer, and if approved by EDA and the City, their its approval shall be indicated to the Developer in writing; (d) The Developer and its transferees shall comply with such other conditions as the EDA City may reasonably require in order to achieve and safeguard the purposes of the Act, the Abatement Program, Act and this Agreement; and (e) In the absence of a specific written agreement by the EDA and the City to the contrary, no such transfer or approval by the EDA and the City thereof shall be deemed to relieve the Developer or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Project, from any of its obligations with respect thereto. (4) The Developer agrees to pay all reasonable legal fees and expenses of the EDA and the City, including fees of the city attorney and outside counsel retained by the EDA or the City to review the documents submitted to the EDA City in connection with any Transfer. (5) Nothing contained in this Section shall prohibit the Developer from (i) entering into leases with tenants in the ordinary course of business, (ii) entering into easement or other agreements necessary for the operation of the Project, (iii) admitting or removing members in accordance with the applicable Organizational Documentsorganizational documents. (6) Notwithstanding anything to the contrary herein, Developer may, without penalty, prepay the remaining balance of the Interfund Loan (the unamortized balance of the actual amount paid to Developer on the Benefit Date over the remaining term) by prepaying (i) on any date in Column 1 in Exhibit D (or any date thereafter prior to the date in the next row of Column 1), the amount stated in Column 8 in Exhibit D for such date (e.g. the prepayment amount on July 1, 2021 would be $268,343.48), plus (ii) any deficiency amounts in accordance with this Section 3.3, and upon receipt of said prepayment this Agreement shall terminate and become null and void.

Limitations on Transfer and Assignment. ‌ (1) Prior Except only as security for, and only for the purpose of obtaining mortgage financing necessary or beneficial to enable the Developer or any successor in interest to the Termination DateDevelopment Property, except or any part thereof, to perform its obligations under this Agreement to acquire, construct and improve the Project, and any refinancings of such mortgages, or as provided in Section 4.9 or 5.3(5), and subject to Section 6.3(35.3(6), the Developer will not sell, assign, convey, lease or transfer in any other mode or manner (collectively, “Transfer”) this Agreement Agreement, the TIF Note, or the Development Property or the Project, or any interest therein, without the express written approval of the EDA and the CityAuthority, which consent will not be unreasonably withheld, conditioned or delayed. The Authority shall, within 20 days after such a written request for approval of a Transfer, deliver a written statement to the Developer indicating whether the Transfer is approved or specifying the additional conditions to be satisfied in accordance with Section 5.3(4). The provisions of this Section 5.3 apply to all subsequent Transfers by authorized transferees; (2) The Developer Authority shall not, prior be entitled to require that there shall be submitted to the Termination DateAuthority for review all instruments and other legal documents involved in effecting any Transfer, permit and as a condition to any approval of any Transfer of the Development Property Project or this Agreement, except as set forth in Section 5.3(1), such instruments and other legal documents shall be subject to prior written approval by the Project to any entity whose ownership Authority (which approval shall not be unreasonably withheld, conditioned, or operation of the property would result in the Development Property being exempt from real estate taxes under State lawdelayed); (3) The EDA and Except as set forth in Section 5.3(1), the City Authority shall be entitled to require, as conditions to any approval of any Transfer of this Agreement, the Development Property, the Project, or applicable portion thereof, or the TIF Note in connection therewith, which approval will not be unreasonably withheld, conditioned or delayed, that: (a) Any proposed transferee shall have the qualifications and financial responsibility, as reasonably determined by the EDA and the CityAuthority, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer; (b) Any proposed transferee, by instrument in writing satisfactory to the EDA and the City Authority shall, for itself and its successors and assigns, and expressly for the benefit of the EDA and the City Authority have expressly assumed any of the remaining obligations of the Developer under this Agreement and agreed to be subject to all the conditions and restrictions to which the Developer is subject.; (c) There shall be submitted to the EDA and the City Authority for review all instruments and other legal documents involved in effecting transfer, and if approved by EDA and the CityAuthority, their its approval shall be indicated to the Developer in writing; (d) Any proposed transferee of the TIF Note shall (i) execute and deliver to the Authority the Acknowledgment Regarding the TIF Note in the form included in Exhibit B to the TIF Note and (ii) surrender the TIF Note to the Authority either in exchange for a new fully registered note or for transfer of the TIF Note on the registration records for the TIF Note maintained by the Authority; (e) The Developer and its transferees shall comply with such other conditions as the EDA may reasonably require are necessary in order to achieve and safeguard the purposes of the Act, the Abatement Program, TIF Act and this Agreement; and (ef) In the absence of a specific written agreement by the EDA and the City Authority to the contrary, no such transfer or approval by the EDA and the City Authority thereof shall be deemed to relieve the Developer or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Project, from any of its obligations with respect thereto. (4) The Developer agrees to pay all reasonable legal fees and expenses of the EDA and the CityAuthority, including fees of the city attorney Authority Attorney’s office and outside counsel retained by the EDA or the City Authority to review the documents submitted to the EDA Authority in connection with any Transfer. (5) Nothing contained in this Section shall prohibit the Developer from (i) entering into leases with tenants in the ordinary course of business, (ii) entering into easement easements or other agreements necessary for the operation of the Project, (iii) admitting or removing members or transferring member interests in the Developer or admitting or removing members in accordance with the applicable Organizational Documentsorganizational documents, (iv) removing a member of the Developer for cause (whether one or more, the “Tax Credit Investor”) in accordance with the Developer’s operating agreement. (6) If the Developer Transfers all or any portion of the Development Property, except as provided in Section 5.3(5) or to an Affiliate of the Developer (as defined in the TIF Development Agreement): (a) Any Transfer shall be in an arms-length transaction for a sale price of not less than the fair market value of the Development Property, as improved, as determined by a qualified appraiser not affiliated with the Developer or the purchaser of the Development Property (the “Sale Price”). The principal amount of the TIF Note shall be reduced by an amount equal to the lesser of the then outstanding principal balance of the TIF Note or 50% of the proceeds remaining from the Sale Price after payment of closing costs and the payment in full of the construction loan as evidenced by a settlement statement prepared by a title company not affiliated with the Developer or the purchaser of the Development Property (the “Net Sale Proceeds”). If 50% of the Net Sale Proceeds is less than the then outstanding principal balance of the TIF Note, the TIF Note shall be deemed paid in full. (b) In addition, the principal amount of the TIF Note shall be reduced by an amount equal to the lesser of the then outstanding principal balance of the TIF Note or 50% of the proceeds of any loan or other financing or refinancing in an amount exceeding the costs of construction of the Project plus any additional capital improvements thereto, plus reasonable transaction costs, as evidenced by a loan closing memorandum prepared by the lender.

Limitations on Transfer and Assignment. ‌ (1) Prior to the Termination Date, except Except as provided in Section 4.9 or Section 6.3(35.3(5), the Developer will not sell, assign, convey, lease or transfer in any other mode or manner (collectively, “Transfer”) this Agreement Agreement, the TIF Note, or the Development Property or the Project, or any interest therein, without the express written approval of the EDA and the CityEDA, which consent will not be unreasonably withheld, conditioned or delayed. The EDA shall, within 20 days after such a written request for approval of a Transfer, deliver a written statement to the Developer indicating whether the Transfer is approved or specifying the additional conditions to be satisfied in accordance with Section 5.3(3). The provisions of this Section 5.3 apply to all subsequent Transfers by authorized transferees; (2) The Developer shall notNotwithstanding Clause (3) below, prior the EDA hereby consents to the Termination Date, permit any Transfer assignment of the Development Property or TIF Note to Xxxxxxxxx Mortgage LLC, a Delaware limited liability company, as the Project to any entity whose ownership or operation Mortgage Lender for the HUD Loan, as collateral for repayment of the property would result HUD Loan, upon receipt of (i) an Acknowledgment Regarding TIF Note from the Mortgage Lender in the Development Property being exempt from real estate taxes under State lawform included in Exhibit 2 to the TIF Note, (ii) an executed copy of Assignment of Payments Under Tax Increment Revenue Note between the Mortgage Lender and the Developer, and (iii) reasonable legal fees and expenses of the EDA in accordance with Clause (4) below; (3) The EDA and the City shall be entitled to require, as conditions to any approval of any Transfer of this Agreement, the Development Property, the Project, or applicable portion thereof, or the TIF Note in connection therewith, which approval will not be unreasonably withheld, conditioned or delayed, that: (a) Any proposed transferee shall have the qualifications and financial responsibility, as reasonably determined by the EDA and the CityEDA, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer; (b) Any proposed transferee, by instrument in writing satisfactory to the EDA and the City shall, for itself and its successors and assigns, and expressly for the benefit of the EDA and the City have expressly assumed any of the remaining obligations of the Developer under this Agreement and agreed to be subject to all the conditions and restrictions to which the Developer is subject.; (c) There shall be submitted to the EDA and the City for review all instruments and other legal documents involved in effecting transfer, and if approved by EDA and the CityEDA, their its approval shall be indicated to the Developer in writing; (d) Any proposed transferee of the TIF Note shall (i) execute and deliver to the EDA the Acknowledgment Regarding TIF Note in the form included in Exhibit 2 to the TIF Note and (ii) surrender the TIF Note to the EDA either in exchange for a new fully registered note or for transfer of the TIF Note on the registration records for the TIF Note maintained by the EDA; (e) The Developer and its transferees shall comply with such other conditions as the EDA may reasonably require are necessary in order to achieve and safeguard the purposes of the Act, the Abatement Program, TIF Act and this Agreement; and (ef) In the absence of a specific written agreement by the EDA and the City to the contrary, no such transfer or approval by the EDA and the City thereof shall be deemed to relieve the Developer or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Project, from any of its obligations with respect thereto. (4) The Developer agrees to pay all reasonable legal fees and expenses of the EDA and the CityEDA, including fees of the city attorney City Attorney’s office and outside counsel retained by the EDA or the City to review the documents submitted to the EDA in connection with any Transfer. (5) Nothing contained in this Section shall prohibit the Developer from (i) entering into leases with tenants in the ordinary course of business, (ii) entering into easement easements or other agreements necessary for the operation of the Project, (iii) admitting or removing members limited partners or transferring limited partner interests in the Developer or admitting or removing partners in accordance with the applicable Organizational Documentsorganizational documents, (iv) removing the general partner of the Developer for cause at the direction of its limited partner(s) (whether one or more, the “Tax Credit Investor”) in accordance with the Developer’s partnership agreement and/or in accordance with the Developer’s financing documents with Xxxxxxxxx Mortgage LLC and Dakota County Community Development Agency in connection with the Revenue Bonds and the HOPE Loan, respectively.

Limitations on Transfer and Assignment. ‌ (1) Prior to the Termination Date, except Except as provided in Sections 3.10 and 5.3(4), and subject to Section 4.9 or Section 6.3(35.3(5), the Developer will not sell, assign, convey, lease or transfer in any other mode or manner (collectively, “Transfer”) this Agreement Agreement, the TIF Note, or the Development Property or the Project, or any interest therein, without the express written approval of the EDA and the City, which consent will not be unreasonably withheld, conditioned or delayed. The City shall, within 20 days after such a written request for approval of a Transfer, deliver a written statement to the Developer indicating whether the Transfer is approved or specifying the additional conditions to be satisfied in accordance with Section 5.3(2). The provisions of this Section 5.3 apply to all subsequent Transfers by authorized transferees; (2) The Developer shall not, prior to the Termination Date, permit any Transfer of the Development Property or the Project to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate taxes under State law; (3) The EDA and the City shall be entitled to require, as conditions to any approval of any Transfer of this Agreement, the Development Property, the ProjectProject or the TIF Note in connection therewith, which approval will not be unreasonably withheld, conditioned or applicable portion thereofdelayed, that: (a) Any proposed transferee shall have the qualifications and financial responsibility, as reasonably determined by the EDA and the City, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer; (b) Any proposed transferee, by instrument in writing satisfactory to the EDA and the City shall, for itself and its successors and assigns, and expressly for the benefit of the EDA and the City have expressly assumed any of the remaining obligations of the Developer under this Agreement and agreed to be subject to all the conditions and restrictions to which the Developer is subject.; (c) There shall be submitted to the EDA and the City for review all instruments and other legal documents involved in effecting transfer, and if approved by EDA and the City, their its approval shall be indicated to the Developer in writing; (d) Any proposed transferee of the TIF Note shall (i) execute and deliver to the City the Acknowledgment Regarding TIF Note in the form included in Exhibit 2 to the TIF Note and (ii) surrender the TIF Note to the City either in exchange for a new fully registered note or for transfer of the TIF Note on the registration records for the TIF Note maintained by the City; (e) The Developer and its transferees shall comply with such other conditions as the EDA may reasonably require are necessary in order to achieve and safeguard the purposes of the Act, the Abatement Program, TIF Act and this Agreement; and (ef) In the absence of a specific written agreement by the EDA and the City to the contrary, no such transfer or approval by the EDA and the City thereof shall be deemed to relieve the Developer or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Project, from any of its obligations with respect thereto. (43) The Developer agrees to pay all reasonable legal fees and expenses of the EDA and the City, including fees of the city attorney City Attorney’s office and outside counsel retained by the EDA or the City to review the documents submitted to the EDA City in connection with any Transfer. (54) Nothing contained in this Section shall prohibit the Developer from (i) entering into leases with tenants in the ordinary course of business, or (ii) entering into easement easements or other agreements necessary for the operation of the Project. (5) The financial assistance to the Developer under this Agreement is based on certain financial assumptions associated with the Project and is not intended to enrich the Developer with public funds upon a sale of the Project to an unrelated party. If the Developer Transfers all or any portion of the Development Property, except as provided in Section 5.3(4) or to an Affiliate of the Developer: (a) Upon an initial sale of the Project in an arms’ length transaction on or before the 10th anniversary date of the issuance of the Certificate of Completion (a “Trigger Sale”), the TIF Note will be reduced as set forth in this Section 5.3(5) based on a calculation of the Net Sale Proceeds (as hereinafter defined) arising out of the Trigger Sale and the Developer shall deliver the existing TIF Note to be exchanged for a replacement TIF Note in the revised amount. The then outstanding principal amount of the Note shall be reduced by an amount equal to the lesser of (i) the outstanding principal balance of the TIF Note on the date of the Trigger Sale; or (ii) 50% of the Net Sale Proceeds. If 50% of the Net Sale Proceeds is greater than the then outstanding principal balance of the TIF Note, the TIF Note shall be deemed paid in full. (b) For purposes of this Agreement, “Net Sale Proceeds” means an amount equal to the gross sale price for the Project paid at the Trigger Sale, less (i) customary and ordinary costs of sales and marketing (including without limitation, real estate commissions, cost of marketing, costs of brochures, advertising and the salaries and commissions of third parties employed by the Developer to market and sell, abstracting fees, state deed taxes, recording costs, legal fees, closing costs and all other costs and expenses associated with a Trigger Sale) as evidenced by a settlement statement, (iiiii) admitting or removing members the payment in accordance with full of any loan(s) for the applicable Organizational Documents.purposes described in Section 3.10 for the Project as evidenced by a settlement statement,