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thereof, shall not, for whatever reason, have assumed such obligations or so agreed, shall <br />not (unless and only to the extent otherwise specifically provided in this Agreement or <br />agreed to in writing by the City) deprive the City of any rights or remedies or controls <br />with respect to the Development Property or the construction of the Minimum <br />Improvements under this Agreement; it being the intent of the parties as expressed in this <br />Agreement that (to the fullest extent permitted at law and in equity and excepting only in <br />the manner and to the extent specifically provided otherwise in this Agreement) no <br />transfer of, or change with respect to, ownership in the Development Property or any part <br />thereof, or any interest therein, however consummated or occurring, and whether <br />voluntary or involuntary, shall operate, legally or practically, to deprive or limit the City <br />of or with respect to any rights or remedies or controls provided in or resulting from this <br />Agreement with respect to the Minimum Improvements that the City would have had <br />under this Agreement, had there been no such transfer or change. In the absence of <br />specific written agreement by the City to the contrary, no such transfer or approval by the <br />City thereof shall be deemed to relieve the Developer, or any other parry bound in any <br />way by this Agreement or otherwise with respect to the construction of the Minimum <br />Improvements, from any of its obligations with respect thereto during the term of this <br />Agreement. <br />(c) There shall be submitted to the City for review and prior written approval <br />all instruments and other legal documents involved in effecting the Transfer of any <br />interest in this Agreement, the TIF Note or the Development Property governed by this <br />Article V, other than matters approved herein. <br />(d) No such transfer shall result in the termination of the Tenant's operations <br />of the Minimum Improvements. <br />(e) In any event, no Transfer of the TIF Note shall be effective unless the <br />proposed transferee of the TIF Note shall (i) execute and deliver to the City the <br />Acknowledgment Regarding TIF Note in the form included as Exhibit 1 to the TIF Note <br />and (ii) surrender the TIF Note to the City either in exchange for a new fully registered <br />note or for Transfer of the TIF Note on the registration records for the TIF Note <br />maintained by the City. <br />IN <br />LL185\61\675612.v1 <br />