4.2. SR 04-06-1998 - Laserfiche WebLink

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Except by way of security for the purpose of obtaining financing necessary to enable the Developer, or any successor in interest to the Development Property or any part thereof, to perform its obligations with respect to making the Minimum Improvements under the Agreement, and any other purpose authorized by the Agreement, the Developer (except as so authorized) has not made or created, and will not make or create, or suffer to be made or created, any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the Development Property, or any part thereof or any interest herein or therein, or any contract or agreement to do any of the same, without the prior written approval of the Authority, which approval shall not be unreasonably withheld or delayed. The Developer shall, however, be entitled to transfer the Development Property and assign its rights and obligations under this Agreement to a third party or entity affiliated with the Developer if such third party or entity assumes the obligations of the Developer and the Job Performance Agreement under transfer documents reasonably acceptable to the Authority and if the proposed use of the Development Property and employment levels to be maintained are substantially similar to those contemplated with respect to the Developer's use of the Development Property. For purposes of this Agreement, a party or entity shall be deemed affiliated with the Developer if such party or entity is owned or controlled by the Developer. In no event shall a transfer occur that results in the Note being owned by an entity different than the owner of the Development Property and Minimum Improvements, without the Authority's prior written approval. Without limiting the Authority's right to disapprove a transfer of the Note, no transfer shall be permitted unless the Developer provides to the Authority evidence, satisfactory to the Authority, that all security registration laws have been complied with in connection with such transfer. No such transfer, or approval by the 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 Minimum Improvements, from any of its obligations with respect thereto, nor shall Developer or any other party bound by this Agreement be released from any obligations hereunder without the written release by the Authority. Notwithstanding the foregoing, the Authority's participation in the Developer's development hereunder is predicated upon the new employment that the development will make possible, and its understanding that the Minimum Improvements will be occupied for a term of not less than the term of the Note, for use as an office, warehouse, trucking facility, as set forth on Schedule D to this Agreement. Section 8.2 Approvals. Any approval required to be given by the Authority under this Article VIII of this Agreement may be denied only in the event that the Authority reasonably determines that the ability of the Developer to perform its obligations under this Agreement will be materially impaired by the action for which approval is sought. Section 8.3 Release and Indemnification Covenants. (a) The Developer releases from and covenants and agrees that the Authority and the governing body members, officers, agents, servants and employees thereof shall not be liable for, and agrees to indemnify and hold harmless the Authority and the governing body members, officers, BeckP 548664.1 1 4