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Either Party may change its address for notice purposes by providing written notice of such <br />change to the other Party. <br />Z. Entire Agreement/No Third Party Beneficiary. This Agreement supersedes any and <br />all other agreements, either oral or in writing, between the Parties hereto with respect to <br />the Project and the Development Site to be completed in connection therewith, and contains <br />all of the covenants, agreements, and other terms and conditions between the Parties hereto <br />with respect to the same. No waivers, alterations or modifications of this Agreement or any <br />agreements in connection therewith shall be valid unless in writing and duly executed by <br />all Parties hereto. <br />Nothing contained in this Agreement shall be construed so as to confer upon any other <br />person the rights of a third -party beneficiary. <br />.AA. Amendment. <br />(a) Recognizing the likelihood of changing conditions (such as demand and <br />supply factors; changes in tenants that are in (or likely to be in) the <br />northeastern Ohio regional market area; and other needs and concerns of the <br />City and the Developers), the Parties agree to review and consider <br />amendments to this Agreement, as necessary. Any amendments to this <br />Agreement shall be valid and enforceable only if in writing and executed by <br />the Parties. <br />(b) The City and the Developers acknowledge and agree that in the event either <br />Party requests further amendment and/or modification of this Agreement; <br />the affected Parties shall thereafter engage in good -faith discussion and <br />negotiation, undertaking all efforts to resolve and address such issues as the <br />Parties may then raise in connection with this Agreement and such further <br />amendment and modification thereof. <br />(c) The Parties further acknowledge and agree that this Agreement, as initially <br />executed, is intended to outline the goals and objectives of the Project, as <br />among the Developers and the City, and governs the obligations of the <br />Parties. All prior discussions and agreements of the Parties relating to the <br />subject -matter of this Agreement are hereby incorporated into this <br />Agreement, which shall supersede any such prior discussions and <br />agreements, all of which are integrated herein. <br />BB. Assignment. This Agreement shall be binding on the Parties hereto and their <br />respective successors and assigns. Except as otherwise discussed below, this Agreement <br />may not be assigned by any party hereto without the written consent of the other party, not <br />to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the <br />Developers may, upon notice to the City, and without the prior written consent of the City, <br />assign this Agreement to (i) a lender or its designee in connection with financing obtained <br />23 <br />