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regulatory agencies having permitting jurisdiction over the Property, including but not limited to the U. S. Army Corps of Engineers, the CDFG and the RWQCB (collectively "Other Regulatory Agencies or (b) is required to reconfigure or otherwise modify the development proposed on the Property due to taking of any portion of the Project by agencies with eminent domain powers, including but not limited to Zone 7, or (c) determines, after consultation with and agreement by the City, that modification of the Project is necnsary in order to secure required approvals from Other Regulatory Agencies, the Parties agree to cooperate in good faith to amend or modify the Project Approvals and this Agreement, if amendment or modification is deemed by the City and agreed by Property Owner to be required, to ensure that each Party hereto maintains the benefit of the bargain notwithstanding such amendment or modification. Any such amendment or modification shall be limited to an amendment or modification necessary to effectuate the requirements or determinations of the Other Regulatory Agency, or any element thereof, or to address concerns raised by Other Regulatory Agencies which Property Owner and City agree may result in denial of Property Owner's permit application(s). In such event, any time periods imposed under the Project Approvals for completion of an act, which is delayed or precluded as a result of such Other Regulatory Agency's requirements or determinations, or as otherwise agreed to be necessary by Property Owner and City, shall be extended for such period of time for the amendment or modification to be processed. City agrees to promptly process and take action on any such requested amendment or modification, and agrees that it shall process such amendment or modification as an administrative or ministerial action to the extent permitted by law. ARTICLE 8. TRANSFERS AND ASSIGNMENTS 8.1 Right to Assign. If Property Owner assigns, sells or transfers by any means all or any portion of the Property or any interest therein (the "Transferred Property Interest to any person or entity "Transferee Property Owner may assign, sell, or otherwise transfer "Transfer to Transferee all or any portion of its interests, rights, or obligations under this Agreement together with the Transferred Property Interest. The Transfer of interests, rights, or obligations under this Agreement or the other Project Approvals shall not require City approval. 8.2 Performance of Obligations Upon Assignment. It is the intent of the Parties that all applicable requirements of the Existing Standards and the Project Approvals shall be met as the Property is developed. If Property Owner Transfers all or any portion of the Property or any interest therein to a Transferee, Property Owner shall continue to be responsible for performing the obligations under this Agreement and the other Project Approvals as to the Transferred Property Interest until such time as there is delivered to City a legally binding instrument whereby Transferee agrees to perform the obligations of this Agreement and the other Project Approvals described in the Assignment to be assumed by Transferee (the "Specified Obligations 8.3 Release Upon Transfer. (a) Upon the Transfer by Property Owner of all or a portion of the Property or any interest therein, including Property Owner's rights and interests under this Agreement and 35690184937504 29 08!23/00