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DOC #2024-0265984 Page 2 of 9 <br />1. Assignment of Subdivision Agreement. As of the Effective Date, Assignor hereby <br />assigns, conveys and transfers to Assignee all of Assignor's right, title and interest pursuant to the <br />Subdivision Agreement. <br />2. Assumption. As of the Effective Date, Assignee hereby assumes and agrees to <br />perform all of the obligations of Assignor under the Subdivision Agreement to the extent arising on <br />or after the date of this Assignment and relating to the Property, and from and after the Effective <br />Date, Assignee shall be deemed the "Subdivider" (as defined in the Subdivision Agreement) with <br />respect to the Property for all purposes set forth in the Subdivision Agreement. <br />3. Acknowledgement: Release. City hereby acknowledges and agrees that by signing <br />below, the City hereby provides its express written consent to this Assignment in satisfaction of <br />Section 22 of the Subdivision Agreement. City hereby further agrees that, as contemplated in Section <br />23 of the Subdivision Agreement, City will cooperate in releasing Assignor's existing security upon <br />the substitution of same by replacement security to be provided by Assignee. In addition, subject to <br />the substitution of such security following the Effective Date, as of the Effective Date, City hereby <br />expressly releases Assignor from any and all obligations under the Subdivision Agreement. <br />4. Applicable Law. This Assignment shall be construed under and enforced in <br />accordance with the laws of the State of California. <br />5. Binding. This Assignment and all of its terms and provisions shall be binding upon <br />and inure to the benefit of each of the parties hereto and its respective successors and assigns. <br />6. Counterparts. This Assignment may be executed in any number of counterparts, each <br />to be an original, but all of which shall constitute one instrument, and it shall be sufficient if any <br />party hereto signs any such counterpart, so long as each of the parties hereto executes at least one <br />such counterpart. <br />Assignment and Assumption of <br />Subdivision Improvement Agreement <br />5428567v1/100026.0121 <br />[SIGNATURES APPEAR ON FOLLOWING PAGE] <br />-2- <br />