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4 <br /> MAY 10, 2013 DRAFT <br /> E. The PDA, the Environmental Agreements, the Easement and Public Amenities <br /> Agreements,the Mitigation Easement Subordination Agreements, the Development Agreement, <br /> the Replacement Mitigation Easement, the Additional Subordination Agreement, the Consent <br /> Decree, and the Shoreline Permit together with any other permits, approvals or authorizations <br /> issued or approved by the City in connection with the OM Entities' development of the <br /> Properties are for the purposes of this Assignment Agreement collectively referred to as the <br /> "Riverfront Agreements." <br /> F. Concurrently with this Assignment- Agreement, Polygon is purchasing the <br /> Properties from OM INC and OMH. Accordingly, the OM Entities desire to assign to Polygon, <br /> and Polygon desires to assume, all rights, title, interests and obligations of the OM Entities and <br /> any of them under the Riverfront Agreements as described herein. <br /> G. Under Section 20.5 of the PDA,the OM Entities do not have the right to assign or <br /> transfer this Agreement or any of its rights or obligations hereunder without the express prior <br /> written consent of the City,which may be withheld in its sole and absolute discretion. The City <br /> desires to grant such consent,subject to the terms and conditions of this Assignment Agreement. <br /> H. All capitalized terms used in this Assignment Agreement and not otherwise <br /> defined shall have the definitions ascribed to them in the PDA. <br /> NOW THEREFORE,for and in consideration of the mutual promises as stated herein and <br /> for other good and valuable consideration, the receipt and sufficiency of which is hereby <br /> acknowledged,the Parties agree as follows: - <br /> 1. Assignment, Assumption, and Consent. The OM Entities and the City have <br /> proceeded with the projects involving the Properties under the Riverfront Agreements and are <br /> performing, and have completed some of, their respective obligations thereunder, such that the <br /> City, the OM Entities and Polygon all agree that the current status of the remaining rights and <br /> obligations of the parties under the Riverfront Agreements, as of the Effective Date (as defined <br /> in Section 9 below),will be as set forth in the terms and provisions of the PDA and of the other <br /> Riverfront Agreements that remain in effect as of the Effective Date, including, without <br /> limitation,Exhibit A to the Sixth Amendment. Since Polygon is purchasing the Properties from <br /> OM INC and OMH, effective on the Effective Date: (a) the OM Entities hereby assign to <br /> Polygon all of their current right,title and interests in and to the Riverfront Agreements,together <br /> with all of the OM Entities' obligations and liabilities thereunder, arising or accruing from and <br /> after the Effective Date; (b) Polygon hereby assumes from the OM Entities all such right, title <br /> and interests, together with all such obligations and liabilities arising or accruing from and after <br /> the Effective Date; and (c)notwithstanding anything to the contrary set forth in Section 20.5 of <br /> the PDA, the Environmental Agreements or any other provision of the Riverfront Agreements, <br /> the City hereby acknowledges and grants its consent to the foregoing assignment and assumption <br /> on the terms described herein and releases the OM Entities from their obligations and liabilities <br /> to the City under the Riverfront Agreements that arise or accrue from and after the Effective <br /> Date,but the OM Entities shall remain obligated, and shall not be released from any liabilities or <br /> obligations, to the City under the Riverfront Agreements that arise or accrue prior to the <br /> Effective Date of this Assignment Agreement. <br /> -4- <br /> 19 <br />