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C. Section 8.1 of the Development Agreement provides as follows: "If [BIC] 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." D. Pursuant to that certain Assignment and Assumption of Development Agreement by and between BIC and PG dated , 2010, and recorded on 2010, as Instrument No. , Official Records of Alameda County (the "Assignment and Assumption Agreement "), BIC has assigned to PG all of BIC's interests, rights and obligations under the "PG Project Approvals" referred to in such Assignment and Assumption Agreement (except that PG did not assume, and shall not be deemed to have assumed, the Non -PG Obligations referred to in such Assignment and Assumption Agreement and more particularly set forth on Exhibit "B" attached to the Assignment and Assumption Agreement). E. Section 8.4 of the Development Agreement provides as follows: "In the event of a Transfer of all or any part of the Property, upon request of the Property Owner or any Transferee, City shall use its best efforts and shall cooperate in good faith with Property Owner and any Transferee in segregating those obligations necessary as a prerequisite to and in connection with the development of that portion(s) of the Project which is to be developed by the Transferee and to which such Transferee is subject. Upon establishing those obligations to which the Transferee is subject, City shall provide the Transferee, at Transferee's request with a written release, indicating those conditions of this Agreement and the other Project Approvals which are not obligations imposed on Transferee and those conditions which have been satisfied." PG, as a Transferee of the PG Property, desires a written release or statement from the City identifying those conditions of the Development Agreement which have been satisfied and those obligations under the Development Agreement that are not the obligations of PG or its successors or assigns. The provisions of Paragraph 3 of this Amendment below, together with Exhibit B and Exhibit C attached hereto, shall constitute the City's written release or statement referred to above. F. Section 6.1 of the Development Agreement provides, in part, that the Development Agreement may be amended with limited exceptions by the mutual consent of the Parties. The City and PG now desire to amend the Development Agreement with respect to the PG Property (and not any other real property covered by the Development Agreement) to extend the term of the Development Agreement and make such other modifications to the Development Agreement, as more particularly described below. NOW, THEREFORE, for good and valuable consideration receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows. 2