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involuntary successor in interest to Developer shall acquire any rights or powers under this Agreement, except as hereinafter provided. 5.03 Prohibition Against Transfer of Property and Assignment of Agreement. After the execution of this Agreement and for five (5) years from the date of issuance of a Certificate of Completion, the Developer shall not voluntarilv or involuntarily make or attempt any total or partial sale, transfer, conveyance, assignment or lease ("Transfer") of the whole or any part of the Property or the buildings or structures thereon or this Agreement; except as set forth in Section 5.04, except for the death or incapacitation of the Developer's President. This prohibition shall not be deemed to prevent the granting of temporary easements or permits to facilitate development or the dedication of Property required pursuant to this Agreement. If the Developer's President dies or is incapacitated during the five (5) years referenced in the preceding paragraph, Developer may transfer the Property, however, the Agency shall approve any proposed transferee. The proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the Agency to fulfill the obligations undertaken in this Agreement by the Developer. Any transferee, by instrument in writing satisfactory to the Agency and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the Agency shall expressly assume all of the obligations of the Developer under this Agreement relating to the Property and agree to be subject to all the conditions, covenants and restrictions to which the Developer is subject to, including but not limited to the operating covenant of Section 4.05 of this Agreement. There shall be submitted to the Agency for review all instruments and other legal documents proposed to effect any such Transfer; and if approved by the Agency its approval shall be indicated to the Developer in writing. The Agency's approval shall not be unreasonably withheld. In the event that, in violation of the provisions of this Agreement, the Developer undertakes a Transfer for all or any part of the Property or the buildings, structures or other improvements thereon prior to the recordation of a Certificate of Completion or within five (5) years of the date of the Certificate of Completion, the Agency shall be entitled to a monetary penalty of $500,000, and shall be entitled to demand immediate payment of the purchase price in Section 3.03 of this Agreement. Disposition and Development Page 25 Agreement (Creekside Center) 7/23/97, 8/5/97, 8/11/97, 8/12/97