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Ass ignorshalI automatically be released from its obligations and liabilities under the Development <br />Agreement with respect to the Assignee Obligations. <br />Section 3.4 Satisfaction of Assignee's Obligations. Upon the City's issuance of a <br />Certificate of Occupancy for the Affordable Housing Project, at the request of Assignee, the City <br />Manager shall be authorized to take all actions as may reasonably be necessary to confirm that <br />Assignee's obligation hereunder has been fulfilled and to record a termination or release of <br />agreement or other document as applicable to remove this cloud on the title of the Affordable Site. <br />ARTICLE 4 <br />MISCELLANEOUS <br />Section 4.1 Further Assurances. The Parties agree to take such further actions as may <br />be necessary or advisable to effectuate, confirm, or document the partial assignment and <br />assumption contemplated hereby. <br />Section 4.2 City Consent to Further Assignment. To the extent applicable, this Partial <br />Assignment may not be assigned without the written consent of the City consistent with the <br />assignment provisions of the Development Agreement. <br />Section 4.3 Severability. If any term of this Partial Assignment is held by a court of <br />eompetentjuriscliction to be invalid, void, or unenforceable, the remainder of the provisions shall <br />continue in full force and effect unless the rights and obligations of the Parties have been materially <br />altered or abridged by such invalidation, voiding, or unenforceability. <br />Section 4.4 Interpretation. This Partial Assignment shall be governed and interpreted <br />in accordance with the laws of the state of California. This Partial Assignment includes the <br />contributions of both Parties, each of which is represented by competent counsel, and the rule <br />stated in Civil Code Section 1654 that an agreement be construed against its drafter shall have no <br />application hereto. Headings contained in this Partial Assignment are for convenience of reference <br />only, and shall not alter the meaning of any provision hereof. <br />Section 4.5 Counterparts. This Partial Assignment may be executed in counterparts, <br />each of which shall constitute one and the same instrument. <br />Section 4.6 Effective Date. For purposes of this Partial Assignment, the "Effective <br />Date" shall be the date on which the deed transferring the Affordable Site from Assignor to <br />Assignee is recorded in the San Mateo County Recorder's Office. <br />Section 4.7 Recordation. This Partial Assignment shall be recorded against the <br />Affordable Site within ten (10) clays of the Effective Date. <br />Section 4.8 Sienatures. The individuals executing this Partial Assignment represent <br />and warrant that they have the right, power, legal capacity, and authority to enter into and to <br />execute this Partial Assignment on behalf of the respective legal entities of the Parties. This Partial <br />Assignment shall inure to the benefit of and be binding upon the Parties hereto and their respective <br />successors and assigns. <br />ATTY/AGR/2025,085 - 901 EL CAMINO REAL DA <br />REV: 08-01-25 VR <br />Exhibit G <br />