04-14-1997 EDA - Laserfiche WebLink

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. ARTICLE IV PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER; INDEMNIFICATION Section 4 . 1. Prohibition Against Transfer of Property and Assignment of Agreement. The Developer represents and agrees that prior to the issuance of the Certificate of Completion: (a) Except only by way of security for the purpose of obtaining financing (or refinancing) necessary to enable the Developer or any successor in interest to the Development Property, or any part thereof, to perform its obligations with respect to the Improvements under this Agreement, and except for leases to Zep Manufacturing Company, and except for any other purpose authorized by this Agreement, the Developer has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or any transfer in any other mode or form, of or with respect to the Agreement or the Development Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval given by the 4111 Authority in its sole discretion. (b) The Authority shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any such approval that: (i) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the Authority, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer. (ii) Any proposed transferee, by instrument in writing satisfactory to the Authority, shall, for itself and its successors and assigns, and expressly for the benefit of the Authority, have expressly assumed all of the obligations of the Developer under this Agreement and agreed to be subject to all the conditions and restrictions to which the Developer is subject unless the Developer agrees to continue to fulfill those obligations. 41/1 346932.2 - 4-1