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. �: ,.�. �. . � ,�-�- _ � <br />L <br />ARTICLE IV <br />PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER; <br />INDEMNIFICATION <br />Section 4.1. Prohibition Against Transfer of Property and <br />Assignment of Agreement. The Developer represents and agrees that <br />prior to the execution of the Certificate of Completion: <br />(a) Except only by way of security for the purpose of <br />obtaining financing necessary to enable the Developer or any <br />successor in interest to the Development Property, or any part <br />thereof, to perform its obligations with respect to the <br />Improvements under this Agreement, and any other purpose <br />authorized by this Agreement, the Developer has not made or <br />created and will not make or create or suffer to be made or <br />created any total or partial sale, assignment, conveyance, or <br />lease, or any trust or power, or any transfer in any other <br />mode or form, of or with respect to the Agreement or the <br />Development Property or any part thereof or any interest <br />therein, or any contract or agreement to do any of the same, <br />except for the sale of the applicable portion of the <br />Development Property from the Developer to Multi-Tech, without <br />the prior written approval given by the Authority in its sole <br />discretion. <br />(b) The Authority <br />as otherwise provided in <br />such approval that: <br />shall be entitled to require, except <br />the Agreement, as conditions to any <br />(i) Any proposed transferee shall <br />have the qualifications and financial <br />responsibility, in the reasonable judgment of <br />the Authority, necessary and adequate to <br />fulfill the obligations undertaken in this <br />Agreement by the Developer. <br />(ii) Any proposed transferee, by <br />instrument in writing satisfactory to the <br />Authority, shall, for itself and its <br />successors and assigns, and expressly for the <br />benefit of the Authority, have expressly <br />assumed all of the obligations of the <br />Developer under this Agreement and agreed to <br />be subject to all the conditions and <br />restrictions to which the Developer is subject <br />unless the Developer agrees to continue to <br />fulfill those obligations. <br />262545 .1 4 -1 <br />