Nomination and Assignment

Buyer shall have the right, without the consent of Seller, to assign its rights under this Agreement to any corporation, partnership, or entity controlling, controlled by, or under common control with Buyer, or in which Buyer is a general partner (which right shall include, but not be limited to, the right to designate any such corporation, partnership, or entity as the party to take title to the Real Property upon Close of Escrow). Upon any such assignment or designation, the corporation, partnership, or other entity to which such rights are assigned (or which is designated to take title to the Real Property) shall succeed to all of Buyer's rights and obligations, and from the date of Buyer's written notice to Seller of such assignment or designation, all references in this Agreement to Buyer shall be deemed thereafter to be references to such corporation, partnership, or other entity. Any other assignment of Buyer's interest herein shall be subject to the prior written approval of Seller, which approval shall not be unreasonably withheld. Any purported assignment of Buyer's interest in violation of this provision shall constitute a substantial and material breach of this Agreement; shall be null and void and of no force or effect; and shall vest no rights or interests in the purported assignee.

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