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be transferred or assigned unless the written consent of the Council is first obtained and any transfer or assignment of the rights under this Agreement shall include in writing the assumption of the duties, obligations, and liabilities arising from this Agreement if the City grants written consent to transfer the rights. Nor shall the rights of the Owner hereunder be subject to assignment by attachment, execution, or proceedings under any provision of the Bankruptcy Act, and any such assignment or transfer shall be wholly void and of no force and effect unless such written consent thereto be obtained from the Council. Such transfer or assignment shall not relieve Owner ofany duty, obligation or liability to City without the consent of the City. During the term of this Agreement, any approved assignee or transferee of the rights under this Agreement shall observe and perform all of the duties and obligations of Owner contained in this Agreement as such duties and obligations pertain to the portion of the Property transferred or assigned. Any and all approved successors and assignees of Owner shall have all of the same rights, benefits, duties, obligations, and liabilities of Owner under this Agreement. If the Property is subdivided, any subdivided parcel may be sold, mortgaged, hypothecated, assigned, or transferred to persons for ownership, investment, use or development by them in accordance with the provisions of this Agreement. 4.4.1 Assignment to Controlled Assignee. Notwithstanding the above, consent shall not be required in connection with a Permitted Transfer (as herein defined) of Property of Owner provided City Council is notified of such Permitted Transfer and furnished with copies of the fully executed instruments effectuating same within fifteen (15) business days after the effective date thereof. For purposes hereof, the capitalized terms used herein shall be defined as follows: (i) "Permitted Transfer" shall mean Transfer of the Property or direct or indirect interests in Owner if, following the transfer (a) the Property remains under the Legal Control (defined below) of Robert H. Bisno, or, upon the death of Robert H. Bisno, his heirs or devisees, or (b) foreclosure pursuant to the provisions of section 8.5 of this Agreement. (ii) "Legal Control" shall mean the power or authority, directly or indirectly through one or more intermediaries, through the ownership of voting securities, by contract or otherwise, to direct the management, activities or policies of such person or entity. (iii) "Transfer" shall mean any change in the direct or indirect members, partners, shareholders or principals in the ownership of an entity or other ownership components of such entity. 4.5 Amendment or Cancellation of Agreement. This Agreement may be amended from time to time or cancelled by the mutual consent of the parties, but only in the same manner as its adoption by an ordinance as set forth in Government Code Section 65868; provided, however, that as specified in section 5.5.1 of this Agreement the Executive Director may approve one or more minor changes in the Project only to the extent that such changes are not required by State law or the City Municipal Code to be decided by the Zoning Administrator, Planning Commission (or other City Commission) or City Council. The term "Agreement" or "Development Agreement" as used herein shall include any amendment properly approved and executed. 6 Ordinance NS-2677 Page 10 of 38