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2.5. Assignment.
<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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