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First American Project Site excluding the Existing First American Development Site is referred to herein as the "Future First American Development Site." The two components comprising the First American Project Site -- the Existing First American Development Site and the Future First American Development Site -- are shown on the site map attached hereto as Exhibit B-1. 20. SD-43, Development Agreement, EIR, City-BGS Implementation Agreement, and Master CCRs are hereinafter collectively referred to as the "Applicable Documents." B. First American and City now mutually desire to amend and restate the PIA as set forth in this Agreement for the purpose of updating the PIA in light of the close of the Escrows that (i) confirmed selection of one of the two transaction options permitted by the Agreement, (ii) defined the precise portion of MacArthur Place that First American acquired, and (iii) defined the area within MacArthur Place where First American's project could occur. C. The parties hereto, by this Agreement, expressly do not intend to modify any existing document or agreement other than to amend and restate the PTA. A G R E E M E N T NOW, THEREFORE, in consideration of the foregoing Recitals, and the mutual covenants and promises hereinafter contained, and for good and valuable consideration, the receipt and sufficiency is hereby acknowledges, the parties hereto agree as follows; 1. Recitals Incorporated; Agreement Supersedes „PIA. The foregoing Recitals are incorporated herein and made a part hereof. This Agreement supersedes and replaces the PTA. 2. DDA Termination. Pursuant to the DDA Termination Agreement, the Agency terminated the DDA as to the First American Acquisition Area. Notwithstanding the termination of the DDA, the City-BGS Implementation Agreement shall remain in full force and effect and City expressly waives its right under Section 11 of the City-BGS Termination Agreement to terminate the City-BGS Implementation Agreement. 3. First American Permitted Successor Under Development Agreement. City acknowledges and agrees that First American, with respect to the First American Acquisition Area, is a permitted successor to the interest of BGS under the Development Agreement and the City-BGS Implementation Agreement. This Agreement implements First American's rights and obligations under the Development Agreement with respect to the First American Acquisition Area. City agrees that (i) any amendment to the Development Agreement and (ii) any termination of the Development Agreement pursuant to Section 4(e) of the Development Agreement, shall not be effective as to First American Acquisition Area, nor 394/016555-0002/3124650.19 06/26/00 - 5 -