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payment of its fees, expenses and reimbursements), including its right to receive the Base Rental <br /> from the City under the Lease and its right to exercise such rights and remedies conferred on <br /> the Authority under the Ground Lease and Lease as may be necessary to enforce payment of the <br /> Base Rental when due or otherwise to protect its interests in the event of a default by the City, <br /> and all rights of entry in and upon the Project, as defined in the Lease, as provided in the <br /> Ground Lease and Lease. This assignment is absolute and is presently effective, and all Base <br /> Rental shall be applied and the rights so assigned shall be exercised by the Trustee as provided <br /> in the Indenture. <br /> SECTION 2. Acceptance. The Trustee hereby accepts the foregoing assignment <br /> for the benefit of registered owners of the Bonds, subject to the conditions and terms of the <br /> Indenture, and all Base Rental received by the Trustee shall be applied and all such rights so <br /> assigned shall be exercised by the Trustee as provided in the Indenture. <br /> SECTION 3. Conditions. The Assignment Agreement shall confer no rights and <br /> shall impose no obligations upon the Trustee beyond those expressly provided in the Indenture. <br /> SECTION 4. California Law. The Assignment Agreement shall be governed by <br /> and construed and interpreted in accordance with the laws of the State of California. <br /> SECTION 5. Severability. If any agreement, condition, covenant or term hereof <br /> or any application hereof shall be held by a court of competent jurisdiction to be invalid, void <br /> or unenforceable, in whole or in part, all agreements, conditions, covenants and terms hereof <br /> and all applications thereof not held invalid, void or unenforceable shall continue in full force <br /> and effect and shall in no way be affected, impaired or invalidated thereby. <br /> LA1-63377.2 2 <br />