RecDoc2026-008923 Assignment and Assumption Agreement 1900 Broadway

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AGREEMENT NOW, THEREFORE, in consideration of the foregoing, and in consideration of the foregoing recitals, 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. Recitals. The parties agree that each of the foregoing Recitals are true and correct and are hereby incorporated by this reference as if fully set forth in their entirety. 2. 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. 3. Assi nment. As of the Effective Date, Assignor transfers and assigns to Assignee all of Assignor's rights, duties and obligations under the Development Agreement ("collectively the "Assigned Obligations"). 4. 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, duties, obligations and conditions imposed upon the Assignor under the Development 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 terms, covenants, duties, obligations and conditions in respect of the Assignor contained in the Assigned Obligations occurring subsequent to the Effective Date. All references in the Development Agreement to the Assignor shall hereafter be deemed to be references to the Assignee. 5. Re resentation and Warranty of Assignor. Assignor represents and warrants that; a. In connection with any obligations imposed under Article 2 (Community Benefits) of the Development Agreement, the Assignee is in possession of no less than ninety percent (90%) of the acreage of the Property; and, b. To the best of the Assignor's knowledge, as of the date hereof, there exists no event of default under the Development 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. 6. Release. Pursuant to Section 10.2 of the Development Agreement, upon execution and recordation of this Agreement, Assignor shall automatically be released from its obligations and liabilities under the Development Agreement with respect to that portion of the Property assigned, and any subsequent default or breach with respect to the retained rights and/or obligations shall not constitute a default or breach with respect to the retained rights and/or obligations of the Development Agreement, provided that Assignor has provide to City written notice of said assignment in accordance with Section 10.1 of the Development Agreement. ATTY/AGR/2026.012 —1900 BROADWAY ASSIGNMENT AND ASSUMPTION AGREEMENT REV: 02-04-26 Page 2 of 5