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ASSIGNMENT AND ASSUMPTION <br />Section 2.1 Assignment by Assignor. As of the Effective Date of this Partial <br />Assignment, Assignor hereby assigns and delegates to Assignee, Assignor's rights, title, duties, <br />and interests of the Developer under the Development Agreement with respect to the Affordable <br />Site and construction of the Affordable Housing Project in accordance with the Affordable Housing <br />Project Approvals, subject to the obligations set forth in the Land Donation Agreement and <br />Affordability Covenant ("Assigned and Assumed Rights and Obligations"). <br />Section 2.2 Assumption by Assignee. As of the Effective Date of this Partial <br />Assignment, Assignee hereby accepts and assumes from Assignor the Assigned and Assumed <br />Rights and Obligations. Assignee shall not be responsible for any default by Assignor under the <br />Development Agreement prior to the Effective Date of this Partial Assignment. <br />Section 2.3 Consent by City. The City's consent to this partial assignment and <br />assumption of the Development Agreement is set forth in the Consent, attached hereto as Exhibit <br />B -l. <br />ARTICLE 3 <br />OBLIGATIONS OF THE PARTIES <br />Section 3.1 Assignee Obligations. Assignee shall be obligated to develop the <br />Affordable Site and construct the Affordable Housing Project pursuant to the terms of the <br />Development Agreement, including not limited to adhering and complying with the Affordable <br />Housing Project Approvals, the Land Donation Agreement, and the Affordable Housing <br />Restrictive Covenant Agreement, performing any mitigation measures required under the CEQA <br />Consistency Checklist, and paying Impact Fees for the Affordable Housing Project at the <br />Affordable Site ("Assignee Obligations"). <br />(a) The Parties agree that the Assignee is not subject to the term or extended <br />term provisions of the Development Agreement, as set forth in Sections 3.2(A) and (B) of the <br />Development Agreement. Instead, Assignee is subject to the timing requirements for the <br />Construction Commencement Period for the Affordable Housing Project, as set forth in Section <br />3.2 of the Land Donation Agreement. <br />Section 3.2 Assignor Obligations. Except for the Assignee Obligations described in <br />Section 3.1 above, Assignor shall be responsible for all remaining obligations of the Developer <br />included in the Development Agreement in developing the 1900 Broadway Commercial/Retail <br />Project, including but not limited to providing any community benefits identified in Article 2 of <br />the Development Agreement, performing any mitigation measures required under the CEQA <br />Consistency Checklist, adhering or complying with any project permits and conditions of <br />approvals, constructing offsite improvements or other public infrastructure, and paying any and all <br />ATTY/AGR/2024.193 — GATEKEEPER DA— 1900 BROADWAY- EXHIBIT G- PARTIAL ASSIGNMENT AND ASSUMPTION <br />REV: 10-22-24 VR <br />Page 5 of 10 <br />