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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 />1. 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, ditties, <br />responsibilities, conditions and restrictions tinder, 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. fTransierted 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 inchtde all of the rights of Assignor tinder the DA that (i) apply <br />exclusively to the Transferred Property, or (ii) apply nonexclttsively 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 Assignee <br />shall have no right, title, interest, or obligation pursuant to the following provisions of the DA: <br />(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, (a) <br />Assignor shall be released from the obligations and liabilities under the DA [with respect to <br />the Transferred Property and Transferred Rights and Obligations], and any subsequent <br />default or beach with respect to the Transferred Rights and Obligations shall not constitute a <br />breach or default with respect to retained rights and obligations under the DA, and (b) <br />Assignor relinquishes all rights under the DA [with respect to the Transferred Property and <br />Transferred Rights and Obligations]. <br />AM/AGR/2022.389/HARBOR VIEW Exhibit E-2 <br />PROJECT DEVELOPMENT AGREEMENT <br />REV: 10-28-2022 VR <br />