Reso25-02 0024 PC Reso 901 El Camino Real

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Page 2 of 11 C. Pursuant to Section 4.4 of the Land Donation Agreement, the Assignor may, without the consent of the City, assign all of its right, title, interest and obligations under the Land Donation Agreement to a single purpose entity in which Assignor is a general partner, provided that such assignee shall assume in writing all of Assignor's obligations under the Land Donation Agreement. NOW, THEREFORE, in consideration of the foregoing, and in consideration of the mutual promises of the parties hereto and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Effective Date. As used in this Agreement, the “Effective Date” shall be the date this Agreement is entered into by the Assignor and Assignee as first written above, which is the date Assignee acquired fee title to the Project from Assignor. 2. Assignment. As of the Effective Date, Assignor transfers and assigns to Assignee all of Assignor's rights, interests, benefits, privileges, and duties and obligations under the Land Donation Agreement (“collectively the “Assigned Obligations”). 3. Assumption. As of the Effective Date, Assignor is assigning to Assignee and Assignee is assuming the foregoing assignment of the Assigned Obligations and agrees to perform and be bound by all of the terms, covenants, obligations and conditions imposed upon the Assignor under the Land Donation Agreement for the benefit of the City, as if the Assignee were the original signatory thereto, requiring performance subsequent to the Effective Date. The Assignee agrees to be bound in every way by all of the grants, terms, conditions, and covenants in respect of the Assignor contained in the Assigned Obligations occurring subsequent to the Effective Date. All references in the Land Donation Agreement to the Assignor shall hereafter be deemed to be references to the Assignee. 4. Representation and Warranty of Assignor. Assignor represents and warrants to the City and Assignee that: a. That Assignee is a limited partnership in which Assignor is the general partner and that through this Agreement the Assignee shall assume in writing all of Assignor's obligations under the Land Donation Agreement; and b. To the best of the Assignor's knowledge, as of the date hereof, there exists no event of default under the Land Donation Agreement and that there is no event that, with the giving of notice, the passage of time, or both, would constitute an event of default. 5. Acknowledgement by City. The City acknowledges the assignment to, and assumption of, the Assigned Obligations by the Assignee as consistent with Article 5 of the Land Donation Agreement. The City further agrees pursuant to Section 8.9 of the Land Donation Agreement that the Land Donation Agreement is hereby amended by this written instrument which has been executed and acknowledged by each of the parties hereto and duly recorded in the Official Records. ATTY/RESO.0024/PC RESO 901 EL CAMINO REV: 04-11-25 VR