Agmt01 Western Innisfree Ventures LLC

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City/Agency prior approval, if 1) such joint venture, limited liability, company, partnership or corporation agrees in writing with the City/Agency to assume all of Assignor's obligations with respect to the portion of the Project Site so assigned; 2) Assignor owns at least fifty percent (50%) interest in joint venture, limited liability, company, partnership or corporation at its formation; and 3) Assignor retains primary responsibility for development of the Project Site. C. City/Agency, BHV and Assignor entered into an Assignment and Assumption Agreement, dated May 4, 2004, pursuant to which BHV assigned and Assignor assumed all of BHV's rights and obligations in the Project Site and in the DDA to Assignor. D. City/Agency previously have approved the acquisition of an interest in Assignee (the "LLC Interest") by RAR2-Broadway at Redwood City - CA, Inc., a Maryland corporation (tlRAR2t1). E. Assignor desires to assign its interest in the DDA to Assignee. Further, Assignee desires to accept assignment of Assignor's interest in the DDA and City/Agency has agreed to approve the assignment of the interest in the DDA from Assignor to Assignee. F. Following the assignment of the DDA to Assignee, Assignee will assume all responsibility for the completion of the development of the Project Site as that term is defined in the DDA, including all agreements executed or required to be executed pursuant to the DDA, as set forth herein. NOW THEREFORE, incorporating the above recitals and in consideration of the covenants and obligations set forth herein, the parties hereto agree as follows: 1. Assignment. Assignor hereby assigns to Assignee all of Assignor's rights and obligations in the Project Site and in the DDA, including but not limited to (i) the Construction and Reimbursement Agreement for Downtown Underground Public Parking Facility, executed 2 949769v5 33786/0001