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purpose of such limited partnership or limited liability company is development, ownership and operation of the Project on the Site; (b) such limited partnership or limited liability company expressly assumes all of the obligations of Developer under this Agreement in a written assumption agreement reasonably satisfactory to City; and (c) Developer or Developer's Affiliate, at all times, exercises Control over such limited partnership or limited liability company. Notwithstanding any assignment of this Agreement, Developer, shall, at all times, be responsible and obligated directly to City for performance of Developer's obligations under this Agreement. 11.4 Definitions. For the purposes of this Agreement, the term "Affiliate" means any person, directly or indirectly, controlling or controlled by or under common control with Developer, whether by direct or indirect ownership of equity interests, by contract, or otherwise. For the purposes of this agreement, "Control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether by ownership of equity interests, by contract, or otherwise. 12. City Assignment. City may assign any or all of City's rights or obligations under this Agreement to the Redevelopment Agency for the City of Colton, a public body, corporate and politic, or the Colton Housing Authority, at any time, in City's sole and absolute discretion. Otherwise, City shall not assign any or all of City's rights or obligations under this Agreement, without the prior written consent of Developer, which may be given, withheld or conditioned in Developer's sole and absolute discretion. 13. Developer Events of Default and City Remedies. 13.1 Developer Events of Default. The occurrence of any of the following shall constitute a "Developer Event of Default" under this Agreement: 13.1.1 Performance Schedule. Failure of Developer to meet a performance milestone of Developer by the applicable date contained in the Performance Schedule, if such failure is not cured within thirty (30) days after written notice from City to Developer of such failure. 13.1.2 Misrepresentation. Any material breach of any representation or warranty made by Developer in this Agreement that is not cured within thirty (30) days after written notice from City to Developer of such breach. 13.1.3 Unauthorized Assignment. Any assignment or attempted assignment by Developer in violation of Section 11 that is not cured within thirty (30) days after written notice from City to Developer of such breach. 13.1.4 Other Material Breach. The occurrence of any other event that with the passage of time, the giving of notice, both or neither would constitute a material breach of this Agreement by Developer, if such breach is not cured within thirty (30) days after written notice from City to Developer of such breach. 13.2 City Events of Default. The occurrence of any event that with the passage of time, the giving of notice, both or neither would constitute a material breach of this Agreement -6- 23152.06025\7001961.5