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2.5. Assi ng ment.
<br />2.5.1. Right to Sell, Transfer, Assign and Sub Ground Lease. Owner shall have the
<br />right, from time to time, to transfer all or portions of its interest in the Leasehold Estate and any
<br />Sub Leasehold Estate (including through the entering into of one or more Sub Ground Leases)
<br />(provided that no such partial transfer shall violate the Subdivision Map Act, Government Code
<br />Section 66410, et seq.) to any person, partnership, joint venture, firm, limited liability company,
<br />or corporation and, in connection therewith, to assign its rights under this Agreement, in whole
<br />or in part, to said person, partnership, joint venture, firm, limited liability company (collectively,
<br />the "Assigned Rights"); provided, however, that any such assignment of any rights and
<br />obligations under this Agreement shall include the assignment and assumption of the rights,
<br />duties and obligations arising under or from this Agreement that pertain to the Project Phase that
<br />is the subject of such transfer, and be made in compliance with the following conditions
<br />precedent:
<br />(a) No transfer or assignment of any right or interest under this Agreement
<br />(in whole or in part) shall be made unless made together with the transfer of all or a part of the
<br />Leasehold Estate or Sub Leasehold Estate, as applicable, to which such rights or interests apply.
<br />(b) In connection with any such assignment of an Owner's rights and
<br />obligations under this Agreement (in whole or in part), Owner shall notify City in writing at least
<br />sixty (60 days) in advance of any sale assignment and shall provide City with a draft assignment
<br />and assumption agreement ("Assignment and Assumption Agreement"), in a form reasonably
<br />satisfactory to City, to be entered into by Owner, such assignee, and the City, pursuant to the
<br />terms of which such assignee shall expressly and unconditionally assume those duties,
<br />obligations, agreements, covenants, and waivers of Owner under this Agreement that are
<br />applicable to the Project Phase that is the subject of the portion of the Leasehold Estate, or Sub
<br />Leasehold Estate, as applicable, being transferred, including, without limitation, the covenants not
<br />to sue and waivers contained in Sections 7.3.1 and 9.5.1 hereof (collectively, the "Assumed
<br />Obligations"). Notwithstanding the failure of any assignee to execute the Assignment and
<br />Assumption Agreement, as required by Section 2.5.1(b) above, the burdens of this Agreement
<br />(as they relate to the Project Phase that is the subject of the Leasehold Estate or Sub Leasehold
<br />Estate being transferred) shall be binding upon such transferee, but the benefits of this Agreement
<br />shall not inure to such transferee unless the Assignment and Assumption Agreement is executed.
<br />(c) The Executive Director for the Planning and Building Agency (the
<br />"Executive Director") shall have the administrative authority to approve of the Assignment and
<br />Assumption Agreement and to determine whether Owner has complied with the above
<br />conditions, which approval and determination shall not be unreasonably withheld or conditioned.
<br />The Executive Director shall use best efforts to approve of the Assignment and Assumption
<br />Agreement and to determine whether the Owner has complied with the above conditions within
<br />five (5) business days following receipt of Owner's written request. The Executive Director's
<br />failure to approve or disapprove the foregoing within thirty (30) days following the Executive
<br />Directors receipt of Owner's written request shall constitute City's approval of the same.
<br />(d) Owner shall include the following sentence in each assignment, transfer
<br />or other conveyance document: "The Parties agree and acknowledge that no building permits will
<br />be issued by the City for a particular Project Phase unless and until the Community Benefit
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<br />Exhibit 4
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