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ARTICLE VII PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER; INDEMNIFICATION Section 7.1. Representation as to Redevelopment. The Redeveloper represents and agrees that its purchase of the Redevelopment Property, and its other undertakings pursuant to this Agreement, are, and will be used, for the purpose of redevelopment of the Redevelopment Property in accordance with the provisions of this Agreement and not for speculation in land holding. The Redeveloper further recognizes that, in view of (a) the importance of the redevelopment of the Redevelopment Property to the general welfare of the City; (b) the substantial financing and other public aids that have been made available by the City for the purpose of making such redevelopment possible; and ( c) the fact that any act or transaction involving or resulting in a significant change in the identity of the parties in control of the Redeveloper or the degree of their control is for practical purposes a transfer or disposition of the property then owned by the Redeveloper, the qualifications and identity of the Redeveloper are of particular concern to the City. The Redeveloper further recognizes that it is because of such qualifications and identity that the City is entering into this Agreement with the Redeveloper, and, in so doing, is further willing to accept and rely on the obligations of the Redeveloper for the faithful performance of all undertakings and covenants hereby by it to be performed. Section 7.2. Prohibition Against Transfer of Property and Assignment of Agreement. The Redeveloper represents and agrees that prior to the issuance of the final Certificate of Completion for the Minimum Improvements or the Termination Date: (a) Except only by way of security for the purpose of obtaining financing necessary to enable the Redeveloper or any successor in interest to the Redevelopment Property, or any part thereof, to perform its obligations with respect to the Project under this Agreement, or any other purpose authorized by this Agreement, the Redeveloper (except as so authorized) 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 this Agreement or the Redevelopment Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, without prior written approval by the City in its sole discretion. Notwithstanding the foregoing: (i) The business entity of, equity owners of, or the nature of the equity interests in, the Redeveloper may change as long as majority control of the Redeveloper continues to be held by one or more of the original equity owners of the Redeveloper and such change does not materially impair the ability of the Redeveloper to complete the Project; provided, that the Redeveloper shall provide the City with written notice of such change and the nature thereof within thirty (30) days of the effective date of such change. (ii) The Redeveloper may assign its rights under the Agreement and enter into agreements for the sale of all or part of the Redevelopment Property to one or more redevelopers or builders who will construct a portion of the Minimum Improvements, subject to the consent of the City which shall not be unreasonably withheld. Such assignment shall relieve the 31