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ASSIGNMENT, CONSENT AND ESTOPPEL AGREEMENT THIS ASSIGNMENT, CONSENT AND ESTOPPEL AGREEMENT is made as of November 15, 2004, by and among ON BROADWAY REDWOOD CITY, LLC, a California limited liability company ("Developer"), the CITY OF REDWOOD CITY ("City"), the REDEVELOPMENT AGENCY OF THE CITY OF REDWOOD CITY, CALIFORNIA ("Agency") and REDWOOD CAPITAL FINANCE COMPANY, LLC, a Delaware limited liability company ("Lender"). R E C I TAL S: -------- A. Agency, City and BHV Innisfree Ventures I, LLC, a California limited liability company ("Predecessor"), have entered into that certain Amended and Restated Disposition and Development Agreement for Downtown Retail-Cinema and Parking Project dated as of January 8,2003, as implemented by the First Implementation Agreement to Amended and Restated Disposition and Development Agreement for Downtown Retail-Cinema and Parking Project dated as of February 24, 2003, and as implemented by the Second Implementation Agreement to Amended and Restated Disposition and Development Agreement for Downtown Retail-Cinema and Parking Project dated as of September 23, 2003, and as assigned to Developer pursuant to the Assignment and Assumption Agreement (Amended and Restated Disposition and Development Agreement for Downtown Retail-Cinema and Parking Project) dated May 5, 2004 ("DDA"). The DDA provides for the disposition and development of certain real property located in Redwood City, California and more particularly described therein as the "Project Site". Developer is the successor to Predecessor in and to the rights and obligations of Predecessor under the DDA. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings attributed to such terms in the DDA. B. Developer and Lender have entered into a Building Loan Agreement of even date herewith ("BLA") pursuant to which Lender has agreed to loan to Developer up to Thirty-One Million Dollars ($31,000,000) ("Loan") in order to finance a portion of Developer's cost of constructing certain retail, theater and related improvements described in the BLA ("Improvements"). The Loan is evidenced by that certain Promissory Note Secured by Deed of Trust of even date herewith ("Note") and is secured by, among other things, that certain Construction Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing executed by Developer in favor of Lender ("Deed of Trust"). The BLA, the Note, the Deed of Trust and the other documents and instruments defined as "Loan Documents" in the BLA are hereinafter referred to collectively as the "Loan Documents". C. City and Developer have entered into that certain Construction and Reimbursement Agreement for Downtown Public Parking Facility dated October 23,2003, as amended by the Amendment No. One to Construction and Reimbursement Agreement for Downtown Public Parking Facility dated November _,2004 (as amended, "Construction Agreement"), pursuant to which Developer has agreed to construct on the Parking Parcel the Public Parking Facility portion of the Project for the account of and at the cost of City. Upon completion of construction, the Public Parking Facility shall be owned, maintained and managed by City in accordance with a Parking Facilities Agreement. . ' , _.... .-.