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ARTICLE IX ASSIGNMENT AND INDEMNIFICATION SECTION 9.01. Assignment by Authority. The parties understand that certain of the rights of the Authority, as assignee hereunder, will be assigned to the Trustee pursuant to the Indenture, and accordingly the City agrees to make all payments due hereunder to the Trustee, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach hereof or otherwise) that the City may from time to time have against the Authority or the Trustee. The City agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements which may be reasonably requested by the Authority or the Trustee to protect their interests in the Leased Property during the term hereof. SECTION 9.02. Assignment by City. This Lease and the interest of the City in the Leased Property may not be assigned or encumbered by the City except as provided in Section 2.04. SECTION 9.03. Indemnification. The City shall, to the full extent then permitted by law, indemnify, protect, hold harmless, save and keep harmless the Authority, the Trustee, and their respective directors, officers, employees, attorneys, consultants, receivers and agents from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of the cause thereof, and expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and interest arising out of or as the result of the entering into of this Lease, the acquisition, construction, installation and use of the Project or the Leased Property and each portion thereof or any accident in connection with the operation, use, condition or possession of the Project or the Leased Property or any portion thereof resulting in damage to property or injury to or death to any person including, without limitation, any claim alleging latent and other defects, whether or not discoverable by the City or the Authority; any claim for patent, trademark or copyright infringement; and any claim arising out of strict liability in tort. The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations hereunder or the termination hereof for any reason. The City and the Authority mutually agree to promptly give notice to each other of any claim or liability hereby indemnified against following either's learning thereof. LA1-63219.5 22