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Improvements, however, Owner shall not transfer or assign its rights or obligations under this <br />Agreement with respect to all or part of the Project to a non - affiliated entity without the prior <br />consent of the City. After the completion of the Major Public Improvements, the Owner may <br />transfer or assign its rights or obligations under this Agreement to any party without the City's <br />consent. Owner shall provide the City thirty (30) days prior written notice of any such assignment. <br />Upon such assignment or partial assignment, Owner shall be fully released from any and all future <br />obligations under this Agreement and shall have no liability for such obligations with respect to <br />this Agreement for the part of the Project so assigned. <br />(b) The City hereby acknowledges and agrees that Owner shall have the right to make <br />a collateral assignment of any reimbursements and /or proceeds under this Agreement to any lender <br />on the Project and the City shall execute any documentation reasonably requested by such lender <br />evidencing such fact. <br />(c) Any sale of a portion of the Property or assignment of any right hereunder shall not <br />be deemed a sale or assignment to a Designated Successor or Assign unless the conveyance or <br />transfer instrument effecting such sale or assignment expressly states that the sale or assignment <br />is to a Designated Successor or Assign. <br />(d) Any sale of a portion of the Property or assignment of any right hereunder shall not <br />be deemed a Transfer unless the conveyance or transfer instrument effecting such sale or <br />assignment expressly states that the sale or assignment is deemed to be a Transfer. <br />Section 8.04. Construction of Certain Terms <br />For all purposes of this Agreement, except as otherwise expressly provided or unless the <br />context otherwise requires, the following rules of construction shall apply: <br />(a) Words importing a gender include either gender. <br />(b) Words importing the singular include the plural and vice versa. <br />(c) A reference to a document includes an amendment, supplement, or addition to, or <br />replacement, substitution, or novation of, that document but, if applicable, only if such amendment, <br />supplement, addition, replacement, substitution, or novation is permitted by and in accordance <br />with that applicable document. <br />(d) Any term defined herein by reference to another instrument or document shall <br />continue to have the meaning ascribed thereto whether or not such other instrument or document <br />remains in effect. <br />(e) A reference to any Party includes, with respect to Owner, its Designated Successors <br />and Assigns, and reference to any Party in a particular capacity excludes such Party in any other <br />capacity or individually. <br />21 <br />