4.6. SR 08-28-2000 - Laserfiche WebLink

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specified hereunder or otherwise available to the City at law or in equity. SoftPac hereby agrees to pay any and all such Monetary Obligations to the City, upon written demand, and the City agrees that it will look only to SoftPac (and not to the Company, even if SoftPac fails to pay the same) for payment and satisfaction of all such Monetary Obligations. SoftPac represents to the City that is has reviewed, understands and consents to the terms of this Agreement (including without limitation the issuance of the TIF Bond to SoftPac) and that it is duly authorized to undertake and discharge its obligations under this section 6.4(b). Without limitation, SoftPac specifically confirms the representations and endorses the covenants of Sections 2.2(h) and (i). The Company, SoftPac and the City agree that SoftPac's execution and delivery of this Agreement is solely for the purpose of binding itself to the provisions of this Section 6.4 (b) . Section 6.5. Limitations on Transfer of Property and Assignment of Agreement. The Company covenants and agrees that prior to the expiration or earlier termination of this Agreement, except only by way of security for the purpose of obtaining financing necessary to enable the Company to acquire the Development Property and complete the Improvements (and any future expansion of the Company's operations on the Development Property), the Company (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 (excepting the SoftPac Lease), or any trust or power, or any transfer in any other mode or form, of or with respect to this Agreement or the Project or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the City (which approval the City may withhold in its sole discretion). The City shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any such approval that: (a) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the City, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Company. (b) Any proposed transferee, by instrument in writing reasonably satisfactory to the City, shall, for itself and its successors and assigns, and expressly for the benefit of the City, have expressly assumed all of the obligations of the Company under this Agreement and agreed to be subject to all ~8072.2 16