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into this Agreement with the Developer. Except as otherwise provided in this Section 1.3.2 no voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement, and the Developer shall not assign all or any part of this Agreement without the prior written approval of the City, which approval will be in the City's sole discretion exercised in good faith. This Agreement may be terminated by the City if there is any significant change (voluntary or involuntary) in the management or control of the Developer without City's prior written approval, which approval will not be unreasonably withheld. Except as otherwise provided in this Agreement, for an approved assignment to be effective, the Developer and assignee shall enter into an assignment and assumption agreement in a form reasonably approved by the City. (b) Notwithstanding the foregoing, the following assignments or transfers of this Agreement and the Project Site shall be permitted: (i) the sale or lease of commercial, food or beverage space to tenants or end -users, for occupancy upon completion; (ii) an assignment as security for a construction and/or development loan from a lender, subject to the approval by City pursuant to this Agreement, which approval shall not be unreasonably withheld, conditioned, or delayed; (iii) any other assignment or transfer after the issuance of a certificate of occupancy for the Project. 1.4 The Project Site. The Project Site is comprised of (1) the Developer Property and (2) the City Property. The City Property and the Developer Property are generally shown on the Map of the Project Site attached hereto as Exhibit "G". ARTICLE 2 DEFINITIONS 2.1 Defined Terms. In addition to the usage of certain words, terms or phrases that are defined in the initial paragraph, the Recitals or in the body of this Agreement, the following words, terms and phrases are used in this Agreement, as follows, unless the particular context of usage of a word, term or phrase requires another interpretation: 2.1.1 "Affiliate" of any specified Person means any other Person, directly or indirectly, Controlling or Controlled by or under common Control with such specified Person. 2.1.2 "Approvals" means any and all general plan amendments, zone changes, specific plans, licenses, permits, approvals, consents, certificates (including certificate(s) of occupancy), rulings, variances, authorizations, or amendments to any of the foregoing, as shall be necessary or appropriate under any Law to commence, perform, or complete any construction, demolition, installation, use, maintenance, repair, occupancy or operation of the Project. 2.1.3 "Automobile Liability Insurance" means insurance coverage against claims of Personal injury (including bodily injury and death) and property damage covering all owned, leased, hired and non -owned vehicles used by the Developer regarding the Project, with minimum 55394,00049\33239203.12