Agmt01 Western Innisfree Ventures LLC

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October 23, 2003, as amended by a First Amendment, executed November 8, 2004; (ii) the Construction and Reimbursement Agreement for Downtown Retail/Cinema Streetscape, executed October 26, 2005; and (iii) the Reciprocal Easement and Maintenance Agreement, executed July 12, 2004 and recorded on August 30, 2004 in the Official Records of San Mateo County, Instrument No. 2004-176824. 2. Assumption. Assignee hereby assumes all of Assignor's rights and obligations in the Project Site and in the DDA arising from and after the date of this Assignment and including but not limited to (i) the Construction and Reimbursement Agreement for Downtown Underground Public Parking Facility, executed October 23, 2003, as amended by a First Amendment, executed November 8, 2004; (ii) the Construction and Reimbursement Agreement for Downtown Retail/Cinema Streetscape, executed October 26, 2005; and (iii) the Reciprocal Easement and Maintenance Agreement, executed July 12, 2004 and recorded on August 30,2004 in the Official Records of San Mateo County, Instrument No. 2004-176824. 3 . City/Agency Approval. City/Agency hereby approves the assignment of 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 October 23,2003, as amended by a First Amendment, executed November 8, 2004; (ii) the Construction and Reimbursement Agreement for Downtown Retail/Cinema Streetscape, executed October 26, 2005; and (iii) the Reciprocal Easement and Maintenance Agreement, executed July 12, 2004 and recorded on August 30, 2004 in the Official Records of San Mateo County, Instrument No. 2004-176824, to Assignee. 4. General Terms and Conditions. The following general terms and conditions shall apply to this Assignment Agreement. 3 949769v533786/0001