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E. Assignor and Assignee acknowledge and agree that Assignee intends to construct a portion <br />of the Project, comprised of up to residential units on the Transferred Property in accordance <br />with the Project Approvals (collectively, the "Assigned Development Rights"). <br />AGREEMENTS <br />NOW, THEREFORE, in exchange for the mutual covenants set forth herein and for other <br />good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, <br />the Parties hereby agree as follows: <br />I . Effective Date. Effective Date. For purposes of this Assignment, the "Assignment <br />Effective Date" shall be the date on which the deed from Assignor to Assignee for the <br />[Transferred] Property is recorded in the Official Records. <br />2. Assignment and Assumption. From and after the Assignment Effective Date, <br />Assignor hereby transfers, assigns and conveys to Assignee, without representation or <br />warranty, [all of Assignor's right, title and interest in and to, and all obligations, duties, <br />responsibilities, conditions and restrictions under, the DA (the "Transferred Rights and <br />Obligations')] [the Transferred Rights and Obligations, as defined in Section 3 below]. <br />From and after the Assignment Effective Date, Assignee, for itself and its successors and <br />assigns, hereby accepts the foregoing assignment, assumes such Transferred Rights and <br />Obligations, and expressly agrees for the benefit of Assignor and City to perform all of <br />Assignor's obligations as "Developer" under the DA with respect to the Transferred Rights <br />and Obligations relating to the period from and after the Effective Date. <br />3. [Transferred Rights and Obligations. <br />(a) Except as provided in Sections 3(b)and 3(c) below, the "Transferred Rights <br />and Obligations " shall mean and include all of the rights of Assignor under the DA that (i) apply <br />exclusively to the Transferred Property, or (ii) apply nonexclusively to the Transferred Property <br />solely to the extent necessary to develop the Transferred Property in accordance with the Assigned <br />Development Rights. <br />(b) The Transferred Rights and Obligations shall also mean and include the <br />following provisions of the DA: (list rights and obligations to be transferred notwithstanding <br />Section 3(a)). <br />(c) The Transferred Rights and Obligations shall not mean or include, and <br />Assignee shall have no right, title, interest, or obligation pursuant to the following provisions of <br />the DA: (list rights and obligations not to be transferred notwithstanding Section 3(a)).] <br />4. Release. Pursuant to Section 11.2 of the DA, from and after the Effective Date, <br />(a) Assignor shall be released from the obligations and liabilities under the DA [with <br />respect to the Transferred Property and Transferred Rights and Obligations], and any <br />subsequent default or beach with respect to the Transferred Rights and Obligations shall <br />not constitute a breach or default with respect to retained rights and obligations under the <br />OAK 44843-3885-9090 v I Acknowledgment <br />ATN/AGR/2018.094/sTRADA DEVELOPMENT AGREEMENT <br />REV: 07-27-18 VR <br />Page 55 of 94 <br />