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intending to be legally bound, hereby agree as follows: 1. Assignment and Assumption. Effective as of the Assignment Date, Assignor hereby assigns, sells, transfers, sets over and delivers unto Assignee (the "Assignment ") all of Assignor's estate, right, title and interest in and to the Development Agreement, provided, however, the Assignment shall not release or relieve Assignor of any of its obligations, duties, covenants, conditions or liabilities under the Development Agreement to the extent arising or accruing prior to the Assignment Date. Assignee hereby assumes the performance of all of the terms, covenants, obligations and conditions imposed upon Assignor under and with respect to the Development Agreement to the extent arising or accruing from or after the Assignment Date. Assignor shall retain all obligations respecting the Development Agreement for the period of time prior to the Assignment Date. 2. Representations and Warranties of Assignor. Assignor hereby makes the following representations and warranties to the Assignee as of the date of this Assignment: 2.1 Assignor is the holder of the entire interest of the "Developer" under the. Development Agreement, and has not previously transferred or assigned any interest in the same. 2.2 The Development Agreement is unmodified and in full force and effect. 2.3 To the actual knowledge of Assignor, no default on the part of Assignor, and no breach or failure of condition that, with notice or lapse of time or both, would constitute a default on the part of Assignor, exists under the Development Agreement. 2.4 The execution, delivery, and performance by Assignor of this Assignment (i) will not contravene any legal requirements applicable to Assignor, (ii) will not conflict with, breach or contravene any other agreement binding upon Assignor, and (iii) will not result in the creation or imposition of any liens on any portion of the Property (except as may be permitted under the terms of the Development Agreement) 2.5 Prior to the date hereof, Assignor has provided the City with written notice of this Assignment and requested from Assignee the appropriate documentation required by the City in connection this Assignment. 3. Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed an original, and all of which shall taken together be deemed one document. 4. Survival. This Assignment and the provisions hereof shall inure to the benefit of and be binding upon the parties to this Assignment and their respective successors, heirs and permitted assigns. 5. Further Assurances. Each party hereto hereby covenants that it will, at any time and from time to time upon written request therefor, execute and deliver to the other party and its successors, nominees or assigns, such documents as such other party or they may reasonably request in order to fully consummate the transactions contemplated by this Assignment. 2of3