MAIN PLACE SHOPPINGTOWN, LLC (2)

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release in writing by City, which release shall be provided by City upon the full satisfaction by such transferring Owner of the following conditions: (a) Owner is not then in default under this Agreement. (b) Owner has complied with Section 2.5.1 above. (c) The purchaser, transferee or assignee provides City with security equivalent to any security previously provided by Owner to secure performance of its obligations hereunder. 2.5.3. Subsequent Assignment. Any subsequent sale, transfer or assignment after an initial sale, transfer or assignment shall be made only in accordance with and subject to the terms and conditions of this Section 2.5. 2.6. Utilities. The Project shall be connected to all utilities necessary to provide adequate water, sewer, gas, electric, and other utility service to the Project, prior to the issuance of final approval for occupancy or the certificate of occupancy for any portion of the Project. 2.7. Sale to Public and Completion of Construction. The provisions of Section 2.5.1 shall not apply to the sale or lease (for a period longer than one year) of any residential lot or unit that has been finally subdivided and is individually (and not in "bulls") sold or leased to a member of the public. This Agreement shall terminate with respect to any residential lot or unit and such lot shall be released and no longer be subject to this Agreement without the execution or recordation of any further document upon satisfaction of both of the following conditions: 2.7.1. The residential lot or unit has been finally subdivided and individually (and not in "bulk") sold or leased (for a neriod longer than one vear) to n member of the nnhlic• nnrd 2.7.2. City final approval for occupancy or the certificate of occupancy has been issued for a building on the lot, and the fees for such lot set forth in this Agreement have been paid. 2.8. Administrative Chances and Modifications. 2.8.1. Owner and City acknowledge that further planning and development of the Project may demonstrate that refinements and changes are appropriate with respect to the details and performance of the parties under this Agreement. The Parties desire to retain a certain degree of flexibility with respect to the details of the Project development and with respect to those items covered in general terms under this Agreement, the Existing Project Approvals, the Existing Land Use Regulations, and, once issued, any Future Project Approvals. 2.8.2. If and when the parties find that "Substantially Conforming Changes," as herein defined, are necessary, desirable or appropriate, they may, unless otherwise required by law, effectuate such changes or adjustments through an administrative operating memorandum that is executed by the Owner and the Executive Director of the City's Planning and Building Agency or the Director's designee. As used herein, a "Substantially Conforming Change" is a minor change, modification, or adjustment that is deemed to be in substantial conformance under the Development Plan. A Substantially Conforming Change is not considered an amendment to this Agreement or to Development Plan, and so does not require prior notice or hearing by the Planning Commission or City Council. -8- 55394.00053\31891805.16