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DRAFT FORMASSIGNMENT AND ASSUMPTIONAGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment") is entered into as of , 20_, by and between Kaiser Foundation Hospitals, a California nonprofit public benefit corporation ("Assignor"), and ("Assignee"), subject to the consent of the City of San Leandro, a California municipal corporation ("City"). RECITALS A. Assignor and City are parties to that certain Development Agreement, dated 2010, and concerning development of approximately 63 acres located at 1701 Marina Boulevard, San Leandro, California, as more particularly described in Exhibit A-1 attached hereto, and as diagrammed in Exhibit A-2 attached hereto (the "Project Site"), which Development Agreement sets for the Assignor's and City's rights and obligations with respect to development of the Project Site. B. Article 8 of the Development Agreement authorizes Assignor to sell, transfer or assign all or any portion of its interests, rights, or obligations under the Development Agreement, including all or a portion of the Project Site, to third parties, subject to certain procedural requirements, including execution of this Assignment and Assumption Agreement, and obtaining the consent of the City Manager on behalf of this City, whose consent shall not be unreasonably withheld. C. Assignor now desires to assign to Assignee, and Assignee now desires to accept assignment from Assignor, certain rights, title and obligations in and to the Development Agreement, concurrently with Assignors' transfer of title of a portion of the Project Site to Assignees; accordingly, Assignor and Assignee have entered into that certain Purchase and Sale Agreement dated , 20_ (the "Purchase Agreement"), whereby a portion of the Project Site will be sold and transferred to Assignee, which portion of the Project Site is identified and described in Exhibit B, attached hereto and incorporated by this reference (the "Assigned Parcel(s)"). [r110DIFY RECITAL AS NECESSARY) AGREEMENT IN WITNESS WHEREOF, Assignor and Assignee, each in consideration of the covenants of the other and for other good and valuable consideration, the receipt of which is hereby acknowledged, hereby agree as follows: 1. Incorporation. The foregoing recitals are true and correct and are incorporated herein by this reference. 2. Defined Terms. Except as otherwise provided, all defined terms used in this Assignment shall correspond to and have the same meaning as the defined terms in the Development Agreement. Page 1 of 3 1427183.1 Kaiser Medical Center and Retail Project Form Assignemnt and Assumption Agreement