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<br />4.3 Permitted Assignments. The prohibition against transfer of this Agreement <br />with respect to all or any portion of the Property as described in Section 4.2 above shall not apply to, <br />and the City hereby consents to, any transfer of this Agreement with respect to all or any portion of <br />the Property to: <br /> <br />a. Any business entities such as limited partnerships, limited liability <br />companies, joint ventures or other similar entities formed for the purpose of performing Owner's <br />obligations under this Agreement, provided Owner, Nexus and/or Curtis R. Olson retains operational <br />and managerial control of any such entity. <br /> <br />b. Nexus and/or Curtis R Olson or any Affiliate. <br /> <br />c. One or more Mortgagees. <br /> <br />d. Integral or any Affiliate thereof with respect to the Integral Project or <br />any single purpose entity created by Integral, or any Affiliate thereof, formed for the purpose of <br />constructing the Integral Project. <br /> <br />e. DF#1 LLC, David R. Fried, and/or A&D Properties, and/or any <br />company or corporation more than fifty percent (50%) owned by DF#1 LLC, David R. Fried and/or <br />A&D Properties. <br /> <br />f Buyer's of Residential Units. <br /> <br />g. Owners' Association(s) with respect to common areas. <br /> <br />h. Tenants, ground lessees and/or purchasers of the retail and/or office <br /> <br />spaces. <br /> <br />4.4 Amendment or Cancellation of Agreement. This Agreement may be <br />amended from time to time or cancelled by the mutual consent of the parties, but only in the same <br />manner as its adoption by an ordinance as set forth in Government Code Section 65868. The term <br />"Agreement" or "Development Agreement" as used herein shall include any amendment properly <br />approved and executed. <br /> <br />4.5 Hold Harmless. Owner agrees to and shall hold City, its officers, agents, <br />employees, consultants, special counsel, and representatives harmless from liability for damages, <br />restitution, judicial or (to the extent legally possible) equitable relief arising out of claims for <br />personal injury, including health, and claims for property damage, which may arise from construction <br />activities with respect to the Project by the Owner or their contractors, subcontractors, agents, <br />employees, or other persons acting on their behalf; the Owner further agrees to provide a defense on <br />behalf of the City, including fees and costs for special counsel to be selected by the City and <br />approved by the Owner, regarding any Litigation. Notwithstanding the above, in the event of any <br />Litigation the parties hereby agree to affirmatively cooperate in defending said action. <br /> <br />4.6 Binding Effect of Agreement. The burdens of the Agreement bind, and the <br />benefits of the Agreement inure, to the parties' successors in interest. <br /> <br />DOCSOCIIII0339v7/24579-0001 <br /> <br />8 <br /> <br />75B-95 <br /> <br />