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<br />ORIGINAL <br /> <br />ASSIGNMENT AND ASSUMPTION AGREEMENT <br /> <br />(Amended and Restated Disposition & Development Agreement for the Downtown Retail- <br />Cinema and Parking Project) <br /> <br />THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment Agreement") <br /> <br />IS made and entered into this 2~ day of ~TT1:l'-n:~_K , 2006, by and between the <br /> <br />Redevelopment Agency of the City of Redwood City, a public body, corporate and politic <br /> <br />("Agency"), the City of Redwood City, a charter city and municipal corporation ("City") <br /> <br />( collectively "City/Agency"), On Broadway Redwood City, LLC, a California limited liability <br /> <br />company ("Assignor"), in which BHV Innisfree Ventures I, LLC and Buchanan Urban Investors, <br /> <br />LLC, are the sole members and On Broadway Investors, LLC, a Delaware limited liability <br /> <br />company, ("Assignee") in which RAR2-Broadway at Redwood City - CA, Inc., a Maryland <br /> <br />corporation, is the managing member and BHV I On Broadway, LLC, a Delaware limited <br /> <br />liability company ("BHV I"), is a developer member, and is made with reference to the following <br /> <br />facts: <br /> <br />RECIT ALS <br /> <br />A. On January 8, 2003, the City, Agency and BHV Innisfree Ventures I, LLC, a <br /> <br />California limited liability company, ("BHV") entered into that certain Amended and Restated <br /> <br />Disposition and Development Agreement for a Downtown Retail-Cinema and Parking Project <br /> <br />(the "Original DDA"), as amended by the First Implementation Agreement, dated February 24, <br /> <br />2003 and the Second Implementation Agreement, dated September 23, 2003 (all collectively <br /> <br />referred to herein as the "DDA"). <br /> <br />B. Section 903 of the DDA permitted BHV to assign its rights unde' tne DDA to a <br /> <br />joint venture, limited liability, company, partnership or corporation without first obtaining <br /> <br />949769v5 33786/0001 <br />