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Cont. (part 2)
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Vol. 1- City of Santa Ana Financing Authority (Police Admin. and Holding Facility)
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Cont. (part 2)
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ARTICLE IX <br /> ASSIGNMENT AND INDEMNIFICATION <br /> SECTION 9.01. Assignment by Authority. The parties understand that certain <br /> of the rights of the Authority, as assignee hereunder, will be assigned to the Trustee pursuant <br /> to the Indenture, and accordingly the City agrees to make all payments due hereunder to the <br /> Trustee, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising <br /> from a breach hereof or otherwise) that the City may from time to time have against the <br /> Authority or the Trustee. The City agrees to execute all documents, including notices of <br /> assignment and chattel mortgages or financing statements which may be reasonably requested <br /> by the Authority or the Trustee to protect their interests in the Leased Property during the term <br /> hereof. <br /> SECTION 9.02. Assignment by City. This Lease and the interest of the City <br /> in the Leased Property may not be assigned or encumbered by the City except as provided in <br /> Section 2.04. <br /> SECTION 9.03. Indemnification. The City shall, to the full extent then <br /> permitted by law, indemnify, protect, hold harmless, save and keep harmless the Authority, the <br /> Trustee, and their respective directors, officers, employees, attorneys, consultants, receivers and <br /> agents from and against any and all liability, obligations, losses, claims and damages <br /> whatsoever, regardless of the cause thereof, and expenses in connection therewith, including, <br /> without limitation, counsel fees and expenses, penalties and interest arising out of or as the result <br /> of the entering into of this Lease, the acquisition, construction, installation and use of the Project <br /> or the Leased Property and each portion thereof or any accident in connection with the <br /> operation, use, condition or possession of the Project or the Leased Property or any portion <br /> thereof resulting in damage to property or injury to or death to any person including, without <br /> limitation, any claim alleging latent and other defects, whether or not discoverable by the City <br /> or the Authority; any claim for patent, trademark or copyright infringement; and any claim <br /> arising out of strict liability in tort. The indemnification arising under this Section shall continue <br /> in full force and effect notwithstanding the full payment of all obligations hereunder or the <br /> termination hereof for any reason. The City and the Authority mutually agree to promptly give <br /> notice to each other of any claim or liability hereby indemnified against following either's <br /> learning thereof. <br /> LA1-63219.5 22 <br />
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