5.0. 6.0. 7.0. 8.0. 9.0. 10.0. EDSR 09-21-1998

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mortgage or other encumbrance or lien upon the Development Property, whether by • express agreement or operation of law, or suffer any encumbrances or lien to be made on or attach to the Development Property, except: (a) for the purposes of obtaining funds only to the extent necessary for constructing the Minimum Improvements (including, but not limited to, land and building acquisition, including the purchase price paid, labor and materials, professional fees, real estate taxes, construction interest, organizational and other indirect costs of development, costs of constructing the Minimum Improvements, and an allowance for contingencies); and (b) only upon the prior written approval of the Authority, which approval shall not be unreasonably withheld or delayed. For the purposes of such mortgage financing as may be made pursuant to the Agreement, the Development Property may, at the option of the Developer (or successor in interest), be divided into several parts or parcels, provided that such subdivision, in the reasonable opinion of the Authority, is not inconsistent with the purposes of this Agreement and is approved in writing by the Authority. ARTICLE VIII. Prohibitions Against Assignment and Transfer, Indemnification Section VIII.1 Prohibition Against Transfer of Property and Assignment S of Agreement. The Developer represents and agrees that, prior to the Maturity Date: 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. Without limiting the 14 BeckP 548540.1