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Payment has been made for the applicable Specific Plan Phase which the particular Project Phase is in." 2.5.2. No Release of Transferring Owner. Notwithstanding any sale,transfer or assignment as provided in any Assignment and Assumption Agreement delivered in accordance with the provisions of Section 2.5.1 above,a transferring Owner shall continue to be obligated to comply with all of the terms and conditions set forth in this Agreement(and such transferring Owner shall not be released from any of such obligations)with respect to the transferred Leasehold Estate or Sub Leasehold Estate, or any transferred portion thereof, as applicable, and following any such transfer the transferring Owner and the transferee under the Assignment and Assumption Agreement shall be jointly and severally liable with respect to all of the obligations assumed by such transferee under such Assignment and Assumption Agreement. 2.6. Administrative Changes and Modifications. 2.6.1. 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 Project Approvals,the Existing Land Use Regulations,and, once issued, any Future Project Approvals. 2.6.2. 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 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 with the Development Plan at the City's sole and absolute discretion. The following are excluded from the definition of"Substantially Conforming Changes": (1)changes to the timing or amount of the Project's Twenty-Two Million dollar($22,000,000)Community Benefit Payment; (2) changes to the In-Lieu Fee; (3)changes to the Project Open Space; and(4) changes to the Timing of Development as set forth in Sections 3.5.1 and 3.5.2. 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. 2.7. Amendment or Cancellation of Agreement. Except for Substantially Conforming Changes as defined by Section 2.6.2 above,this Agreement may be amended or modified from time to time only with the written consent of Owner and the City or their successors and assigns, and only upon approval of an amendment by the City Council after a public hearing in accordance with Government Code Section 65868.This provision shall not limit any remedy of City or Owner as provided by this Agreement.For avoidance of doubt, no modification of the Development Agreement pursuant to this Section 2.7 shall limit or impair the rights of Fee Owners under the attached Joinder without the consent of Fee Owners. 2.8. Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events: 2.8.1. Expiration of the stated Term of this Agreement as set forth in Section 2.4, including any extension(s). -9-