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F. The Developer and Association created by the documents attached as <br /> Exhibit D, agree to hold the city harmless and indemnify City from claims <br /> associated with damage arising from City maintenance activity on City <br /> utilities contained within the Subdivision. <br /> XXIII. Prohibitions Against Assignment of Agreement. Developer represents and <br /> agrees that (except for associating with other individuals or entities), prior to the <br /> completion of the Developer Improvements as certified by the City: <br /> A. Except only by way of security for, and only for the purpose of obtaining <br /> financing necessary to enable the Developer or any successor in interest <br /> to the Property, or any part thereof, to perform its obligations with respect <br /> tot he construction of the Developer Improvements under this Agreement, <br /> and any other purpose authorized by this Agreement, The Developer <br /> (except as so authorized) will not make or create, or suffer to be made or <br /> created, any total or partial sale, assignment, conveyance, or transfer in <br /> any other mode or form, with respect to this Agreement or any interest <br /> therein, or any contract or agreement to do any of the same, without the <br /> prior written approval of the City. <br /> B. In the absence of specific written agreement by the City to the contrary, no <br /> such transfer or approval by City shall be deemed to relieve Developer <br /> from any of its obligations. In the event that City approves a substitute <br /> developer and the Property is transferred to said substitute, the City <br /> agrees to relieve the Developer of liability from performance as described <br /> in this contract. Said substitute shall assume all responsibilities and rights <br /> of the Developer under this contract. <br /> XXIV. Events of Default Defined. The following shall be an "Events of Default" under <br /> this Agreement: <br /> A. Failure by the Developer to observe and substantially perform any <br /> covenant, condition, obligation, or agreement on its part to be observed or <br /> performed under the terms of this Agreement. <br /> B. If the Developer shall admit in writing its inability to pay its debts generally <br /> as they become due, or shall file a petition in bankruptcy, or shall make an <br /> assignment for the benefit of its creditors, or shall consent to the <br /> appointment of a receiver of itself or of the whole or any substantial part of <br /> the Property. <br /> C. If the Developer shall file a petition under the Federal bankruptcy laws. <br /> 12 <br />