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May 25, 2010 -Execution Copy <br />("Assignment and Assumption Agreement"); (2) Developer is not in Default <br />under this Agreement as of the effective date of the Transfer; and (3) City <br />Manager on behalf of City consents to the Transfer, which consent shall not <br />be unreasonably withheld. The City may refuse to give its consent if, in <br />light of the proposed transferee's reputation and financial resources or other <br />reasons, such transferee would not in City's reasonable opinion be able to <br />fully and completely perform the obligations proposed to be assumed by <br />such transferee. The determination made by the City Manager is appealable <br />by Developer to the City Council. If all these conditions are satisfied, then, <br />upon recordation of the Assignment and Assumption Agreement in the <br />Clerk-Recorder's Office of Alameda County, Developer shall be released <br />from any further liability or obligation under this Agreement related to the <br />portion of the Project Site so transferred and the assignee under the <br />Assignment and Assumption Agreement ("Assignee") shall be deemed to be <br />the "Developer" under this Agreement with all rights and obligations related <br />thereto, with respect to such transferred property. <br />(b) Any Assignment and Assumption Agreement entered into in compliance <br />with this Article 8 shall be binding on Developer and the Assignee. Upon <br />recordation in the Clerk-Recorder's Office of Alameda County of an <br />Assignment and Assumption Agreement entered into in compliance with this <br />Article 8, Developer shall automatically be released from those obligations <br />assumed by the Assignee therein. <br />(c) Developer shall be free from any and all liabilities accruing on or after the <br />date of any assignment or transfer with respect to those obligations assumed <br />by an Assignee pursuant to an Assignment and Assumption Agreement. No <br />breach or default hereunder by any Assignee succeeding to any portion of <br />Developer's obligations under this Agreement shall be attributed to <br />Developer, nor may Developer's rights hereunder be canceled or diminished <br />in any way by any breach or default by any such Assignee. <br />Section 8.03. Notice of Compliance Generally. Either Party may, at any time, and <br />from time to time, deliver written notice to the other Party requesting such Party <br />to certify in writing that, to the knowledge of the certifying Party, (a) this <br />Agreement is in full force and effect and a binding obligation of the Parties, (b) <br />this Agreement has not been amended or modified either orally or in writing, <br />and if so amended, identifying the amendments, (c) the requesting Party is not in <br />Default in the performance of its obligations under this Agreement, or if in <br />Default, to describe therein the nature and amount of any such Default; and (d) <br />such other information as may reasonably be requested. A Party receiving a <br />request hereunder shall execute and return such certificate within forty-five (45) <br />days following the receipt thereof. In the event that the Party receiving the <br />request hereunder fails to return such certificate within forty-five (45) days, the <br />requesting party may commence the default procedures described in Section <br />10.01. The Community Development Director shall have the right to execute <br />Page 24 of 36 <br />1424669.1 Kaiser Medical Center and Retail Project Development Agreement <br />