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1.3.2.3 Notwithstanding the foregoing, the following assignments or transfers of this Agreement and the Project Site shalt be permitted: 1.3.2.3.1 the sale or lease of commercial, restaurant or caB6 space to tenants or end- users, for occupancy upon completion; 1.3.2.3.2 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; 1.3.2,33 an assignment to a Partnership, as authorized above and in compliance with this Section 1.3.2; or 1.3.2.3.4 any other assignment or transfer after the issuance of a certificate of occupancy for the Project. 1.4 The Project Sit . The Proj cot Site is comprised of the City Property, as generally shown on the Map of the Project Site attached hereto as Attachrrient No, 1. Article 2 DEFINITIONS 2.1 Definitions. Each reference in this Agreement to any of the following terms shall have the meaning set forth below for each such term. 2.1.1 "City" and "Developer" shall have the definitions set forth in the Preamble, Recitals and Section 13. 2.1.2 "City Property" is defined in Recital A. 2.1.3 "Close of Escrow" is defined in Section 3.3.3. 2.1.4 "Damages" is defined in Section 3.12.3. 2.1.5 "Deposit" is defined in Section 3.2. 2.1.6 "Escrow Agent" is defined in Section 3.3. 2.1.7 "Feasibility Period" is defined in Section 3.2. 2.1.8 "Force Majoure" is defined in Section 6.3. 2.1.9 "Grant Deed" is defined in Section 3.3. 2.1.10 "Hazardous Materials" is defined in Section 3.12,5. 55394M000\29008220. 1 65D-14