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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 leasing of portions of the Improvements in the <br /> ordinary course of the Developer' s business of developing and <br /> leasing facilities such as the Improvements, without the prior <br /> written approval given by the Authority in its sole <br /> discretion; provided, however, if the Developer wishes to <br /> assign this Agreement, the Authority will not unreasonably <br /> withhold approval thereof if the conditions stated in <br /> subsection (b) below are met; and provided further that this <br /> Section 4 . 1 shall not prohibit or impose conditions upon the <br /> Developer' s execution of an agreement for the sale of the <br /> Development Property as long as said agreement provides that <br /> the closing and actual conveyance of the Development Property <br /> thereunder may not occur until after the execution of the <br /> Certificate of Completion, but the Developer shall not be <br /> released from its obligations hereunder except as provided in <br /> Section 4 . 2 (e) . <br /> (b) The Authority shall be entitled to require, except <br /> as otherwise provided in the Agreement, as conditions to any <br /> such approval that : <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 /> 334455.6 4-1 <br />