ORIENT CORPORATION OF AMERICA, INC. (2)

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Subsequent to a Transfer of any separate legal parcel within the Property to a Transferee, no default by Developer hereunder with respect to the balance of the Property shall constitute a default by such Transferee with respect to the Transferred Property, and no default by such Transferee (or any successor or assigns of such Transferee), with respect to the Transferred Property .shall constitute a default 'hereunder by Developer with respect to the balance of the Property. After the effective date of an Assignment and Assumption Agreement, the party then owning the Transferred Property shall have full authority hereunder to deal directly with the City with regard to all matters relating to the Transferred Property with respect to the Develop- ment Agreement or otherwise, including but not limited to, entering into any agreement or modification of this Development Agreement as may be mutually approved by the City without the necessity to obtain any Consent or authorization from the owner of any other parcel(s) within the Property, provided, however, that no such amendment shall apply to any other parcel(s) within the Property without the approval or consent of'the owner(s) thereof. Wherever the term "Developer" is used herein., such term shall also include any assignee of, or successor to; the -interest of Orient Corpora- tion of America, Inc., a California corporation, in the Property or the owner of any Transferred Property which has executed an Assignment and Assumption Agreement with respect to the Transferred Property. Notwithstanding the foregoing, whenever this Development Agreement or the Approvals impose conditions precedent to the development of the Property beyond a specified limit, development of the Property beyond those limits shall not proceed until such conditions have been satisfied, regardless of any complete or partial transfer of responsibilities for the performance of such conditions pursuant to this Section. Also, in the event funds are deposited with the City pursuant to this Development Agreement and the City thereafter becomes obligated to make a whole or partial refund of such funds, such refund shall be due to the person or entity that made the deposit unless a written assignment of such right to another person or entity, signed by the person or entity making such deposit and making specific reference to such deposit, is delivered to the City, regardless of any change in ownership of the Property or any part thereof. 15. Periodic Review of Compliance. In accordance with Government Code Section 65865.1, the City shall review this Development Agreement at least once each calendar year hereafter. At such periodic reviews, Developer must demonstrate its good faith compliance with the terms of this Development Agreement. Developer agrees to furnish such evidence of good faith compliance as the City, in the reasonable exercise of 22