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respect to all or part of the Project to a non-affiliated entity without the prior consent of the City. <br />After the completion of the Public Improvements, the Owners may transfer or assign their rights <br />or obligations under this Agreement to any party without the City's consent. Owners shall <br />provide the City thirty (30) days prior written notice of any such assignment. Upon such <br />assignment or partial assignment, Owners 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 Owners shall have the right to <br />make a collateral assignment of any reimbursements and/or proceeds under this Agreement to <br />any lender on the Project and the City shall execute any documentation reasonably requested by <br />such lender evidencing such fact. <br />(c) Any sale of a portion of the Property or assignment of any right hereunder shall <br />not be deemed a sale or assignment to a Designated Successor or Assign unless the conveyance <br />or transfer instrument effecting such sale or assignment expressly states that the sale or <br />assignment is to a Designated Successor or Assign. <br />(d) Any sale of a portion of the Property or assignment of any right hereunder shall <br />not 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 <br />amendment, supplement, addition, replacement, substitution, or novation is permitted by and in <br />accordance 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 Owners, its Designated <br />Successors and Assigns, and reference to any Party in a particular capacity excludes such Party <br />in any other capacity or individually. <br />(fl All references in this Agreement to designated "Articles," "Sections," and other <br />subdivisions are to the designated Articles, Sections, and other subdivisions of this Agreement. <br />19 <br />WHISPER PID FINANCING AGREEMENT <br />