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10/1 /08 <br />Sites or the Improvements thereon without prior written approval of the Agency, except <br />as expressly set forth herein. Any proposed total or partial sale, transfer, conveyance, <br />assignment, subdivision, refinancing or lease of the whole or any part of the Sites or the <br />Improvements will entitle the Agency to its right of reentry and revesting as set forth in <br />Section 505 hereof. <br />604.2 Permitted Transfers. The only permitted transfer or conveyance <br />of the Sites or Improvements, or any part thereof, shall be the sale of the units to the <br />home buyers, pursuant to Section 403 hereof, which requires the Agency's prior <br />approval. <br />604.3 Successors and Assigns. All of the terms, covenants and <br />conditions of this Agreement shall be binding upon the Developer and its permitted <br />successors and assigns. Whenever the term. "Developer" is used in this Agreement, such <br />term shall include any other permitted successors and assigns as herein provided. <br />604.4 Assignment by Agency. The Agency may assign or transfer any <br />of its rights or obligations under this Agreement with the approval of the Developer, <br />which approval shall not be unreasonably withheld; provided, however, that the Agency <br />may assign or transfer any of its interests hereunder to the City at any time without the <br />consent of the Developer. <br />605. Non-Liability of Officials and Employees of the Agency and the <br />Developer. No member, official or employee of the Agency or the City shall be <br />personally liable to the Developer, or any successor in interest, in the event of any <br />Default or breach by the Agency (or the City) or for any amount which may become due <br />to the Developer or its successors, or on any obligations under the terms of this <br />Agreement. <br />606. Relationship Between Agency and Developer. It is hereby <br />acknowledged that the relationship between the Agency and the Developer is not that of a <br />partnership or joint venture and that the Agency and the Developer shall not be deemed <br />or construed for any purpose to be the agent of the other. Accordingly, except as <br />expressly provided herein or in the Exhibits hereto, the Agency shall have no rights, <br />powers, duties or obligations with respect to the development, operation, maintenance or <br />management of the Improvements. <br />607. Agency Approvals and Actions. The Agency shall maintain authority of <br />this Agreement and the authority to implement this Agreement through the Agency <br />Executive Director (or her/his duly authorized representative). The Agency Executive <br />Director, with the Agency General Counsel's approval, shall have the authority to make <br />approvals, issue interpretations, waive provisions, and/or enter into amendments of this <br />Agreement on behalf of the Agency so long as such actions do not materially or <br />substantially change the uses or development permitted on the Sites, or materially or <br />substantially add to the costs incurred or to be incurred by the Agency as specified herein, <br />and such approvals, interpretation, waivers and/or amendments may include extensions of <br />time to perform as specified in the Schedule of Performance. All other material and/or <br />29 <br />