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assumed the obligations of the transferor or assignor ( "Transferor ") under this Agreement, the Ground Leases, the Agreements for Conveyance and that certain Joint Development Agreement by and among City, Agency, Rahn and FBT Bancorp, Inc., dated as of October 1, 1979 (the "Joint Development Agreement'), with respect to the interest in the Property which is so transferred or assigned. If such Transferee so expressly assumes the obligations of the Transferor, then and in such event the other parties to this Agreement agree to release the Transferor from liability for any breach of the terms, provisions or conditions of this Agreement, the Ground Leases, the Agreements for Conveyance or of the Joint Development Agreement occurring prior to such transfer or assignment, provided such Transferor shall, upon not less than fifteen (15) days written notice, request the other parties to execute and deliver to such Transferor and its designated Transferee a certificate substantially in the form as attached hereto as Exhibit D. If any party transfers all or a portion of its interest in the. Property to secure indebtedness by way of mortgage, deed of trust (or assigns its interest under its Ground Lease in connection with such mortgage or deed of trust) or in connection with the sale - leaseback financing transaction, and such party retains or acquires a possessory interest in the parcel so transferred, the owner offee title to the parcel of such party in the case of a sale - leaseback financing transaction or the holder of such mortgage or deed of trust (or the assignee of the assignor's interest under its Ground Lease), as the case may be, shall not be deemed to have assumed the obligations of such party, it being agreed that such party shall remain liable for the performance thereof. 4. The Walkway Agreement is hereby amended to include as Exhibit VI, the document attached as Schedule 1 to this Amendment. 5. Section 13 of the Walkway Agreement is hereby amended and restated as follows: 13. Notices. Any notice, demand, consent, approval, payment or other document or instrument required or permitted to be served upon any of the parties hereto shall be in writing and shall be either (i) delivered by hand, (ii) mailed by United States registered mail, return receipt requested, postage prepaid, (iii) sent by a reputable, national overnight delivery service (e.g., Federal Express), or (iv) sent by facsimile (with the original being sent by one of the other permitted means or by regular United States mail) and addressed to each party at the applicable address set forth herein. Any such notice, request, or other communication shall be considered given or delivered, as the case may be, on the date of hand delivery (if delivered by hand), on the third (3rd) day following deposit in the United States mail (if sent by United States registered mail), on the next business day following deposit with an overnight delivery service with instructions to deliver on the next day or on the next business day (if sent by overnight delivery service), or on the day sent by facsimile (f sent by facsimile, provided the original is sent by one of the other permitted means as provided in this paragraph or by regular United States mail). -3- {01652540.DOC;5 }