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Developer shall be relieved of its obligations hereunder and Agency shall look to the assignee for performance of such obligations. 604.4 Successors and Assigns. All of the terms, covenants and conditions of this Agreement shall be binding upon the Developer and its permitted successors and assigns. Whenever the term "Developer" is used in this Agreement, such term shall include any other permitted successors and assigns as herein provided. 604.5 Assignment by Agency. The Agency may assign or transfer any of its rights or obligations under this Agreement with the approval of the Developer, which approval shall not be unreasonably withheld; provided, however, that the Agency may assign or transfer any of its interests hereunder to the City at any time without the consent of the Developer. 605. Non-Liability of Officials and Employees of the Agency and the Developer. No member, official or employee of the Agency or the City shall be personally liable to the Developer, or any successor in interest, in the event of any Default or breach by the Agency (or the City) or for any amount which may become due to the Developer or its successors, or on any obligations under the terms of this Agreement. 606. Relationship between Agency and Developer. It is hereby acknowledged that the relationship between the Agency and the Developer is not that of a partnership or joint venture and that the Agency and the Developer shall not be deemed or construed for any purpose to be the agent of the other. Accordingly, except as expressly provided herein or in the Attachments hereto, the Agency shall have no rights, powers, duties or obligations with respect to the development, operation, maintenance or management of the Improvements. 607. Agency Approvals and Actions. The Agency shall maintain authority of this Agreement and the authority to implement this Agreement through the Agency Executive Director (or his duly authorized representative). The Agency Executive Director shall have the authority to make approvals, sign sales and escrow documents, issue interpretations, waive provisions, and/or enter into amendments of this Agreement on behalf of the Agency so long as such actions do not materially or substantially change the uses or development permitted on the Sites, or materially or substantially add to the costs incurred or to be incui7ed by the Agency as specified herein, and such approvals, interpretation, waivers and/or amendments may include extensions of time to perfoi~rn as specified in the Schedule of Performance. Notwithstanding the foregoing, Developer shall be pei7nitted to rely upon the actions and approvals of the Agency Executive Director and shall not be expected to inquire into whether the Agency Executive Director has exceeded her/his authority. All other material and/or substantial interpretations, waivers, or amendments shall require the consideration, action and written consent of the Agency Board. 608. Counterparts. This Agreement may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement and shall be deemed to be an original. 609. Integration. This Agreement contains the entire understanding between the patties relating to the transaction contemplated by this Agreement. All prior or contemporaneous 39 EXHIBIT 4