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(c) Notwithstanding anything in this Agreement to the contrary, Developer may <br />assign its rights under this Agreement to a joint venture partner, lender or other related company <br />entity or an Affiliate (as defined in Section 5(d)), on the condition that such Affiliate expressly <br />assumes all of the obligations of the Developer under this Agreement in a writing reasonably <br />satisfactory to the City. <br />(d) For the purposes of this Agreement, the term "Affiliate" means any person, <br />directly or indirectly, controlling or controlled by or under common control with the Developer, <br />whether by direct or indirect ownership of equity interests, by contract, or otherwise. For the <br />purposes of this agreement, "Control" means possession, directly or indirectly, of the power to <br />direct or cause the direction of the management and policies of an entity, whether by ownership of <br />equity interests, by contract, or otherwise. <br />6. Developer to Pay All Costs and Expenses. All fees or expenses of engineers, <br />architects, financial consultants, legal, planning or other consultants or contractors, retained by the <br />Developer for any study, analysis, evaluation, report, schedule, estimate, environmental review, <br />planning and/or design activities, drawings, specifications or other activity or matter relating to the <br />Property or the Project or negotiation of a DDA that may be undertaken by the Developer during <br />the Negotiation Period, pursuant to or in reliance upon this Agreement or in the Developer's <br />discretion, regarding any matter relating to a DDA, the Property or the Project, shall be the sole <br />responsibility of and undertaken at the sole cost and expense of the Developer and no such activity <br />or matter shall be deemed to be undertaken for the benefit of, at the expense of or in reliance upon <br />the City. The Developer shall also pay all fees, charges and costs, make all deposits and provide <br />all bonds or other security associated with the submission to and processing by the City and all <br />applications and other documents and information to be submitted to the City and by the Developer <br />pursuant to this Agreement or otherwise associated with the Project. The City shall not be <br />obligated to pay or reimburse any expenses, fees, charges or costs incurred by the Developer in <br />pursuit of any study, analysis, evaluation, report, schedule, estimate, environmental review, <br />planning and/or design activities, drawings, specifications or other activity or matter relating to the <br />Property or the Project or negotiation of a DDA that may be undertaken by the Developer during <br />the Negotiation Period, whether or not this Agreement is, eventually, terminated or extended or a <br />DDA is entered into among the Parties, in the f Lure. <br />7. City Not To Negotiate With Others. <br />(a) During the Negotiation Period, the City, and their respective staff shall not <br />negotiate with any other person regarding the sale or development of the Property. The term <br />"negotiate," as used in this Agreement, means and refers to engaging in any discussions with a <br />person other than the Developer, regardless of how initiated, with respect to that person's <br />development of the Property to the total or partial exclusion of the Developer from redeveloping <br />the Property, without the Developer's written consent, subject to the provisions of Section 7(b) <br />and farther provided that they may receive and retain unsolicited offers regarding development of <br />the Property, but shall not negotiate with the proponent of any such offer during the Negotiation <br />Period. <br />(b) Nothing in this Agreement shall limit, prevent, restrict or inhibit the City <br />from providing any information in its possession or control that would customarily be furnished <br />-4- <br />