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<br />(c) Under the Lease Agreement, the Authority is required to cause to be deposited with <br />the City certain sums of money to be paid to the City for the payment or reimbursement of the <br />costs of the Improvements. <br /> <br />(d) Each of the parties has authority to enter into this Assignment Agreement and has <br />taken all actions necessary to authorize its officers to execute it. <br /> <br />Section 2. Assignment. The Authority hereby transfers, assigns and sets over to the <br />Assignee all of the Authority's rights, but none of its obligations, under the Site Lease and the <br />Lease Agreement (excepting only the Authority's rights under Sections 5.7, 7.3 and 9.4 of the <br />Lease Agreement), including without limitation (i) the right to receive and collect all of the <br />Lease Payments from the City under the Lease Agreement, (ii) the right to receive and collect <br />any proceeds of any insurance maintained thereunder and of any condemnation award <br />rendered with respect to the Property, and (iii) the right to exercise such rights and remedies <br />conferred on the Authority pursuant to the Lease Agreement as may be necessary or <br />convenient (A) to enforce payment of the Lease Payments, or (B) otherwise to protect the <br />interests of the Assignee in the event of a default by the City under the Lease Agreement. <br /> <br />Section 3. Acceptance. The Assignee hereby accepts the assignments made herein. <br /> <br />Section 4. Application of Proceeds. In consideration of the Assignee's right to receive a <br />portion of the Lease Payments, as described above, the Assignee shall, on the Closing Date, <br />transfer the amount of $ to or to the order of the Authority. <br /> <br />Section 5. Conditions. This Assignment Agreement shall not confer rights upon the <br />Assignee beyond those expressly provided in the Site and Facility Lease or the Lease <br />Agreement, nor shall it impose any duties on the Assignee. The Assignee assumes no <br />responsibility for the accuracy of the recitals herein. <br /> <br />Section 6. Applicable Law. This Assignment Agreement shall be governed by and <br />construed in accordance with the laws of the State of California. <br /> <br />Section 7. Execution in Counterparts. This Assignment Agreement may be executed in <br />any number of counterparts, each of which shall be deemed to be an original but all together <br />shall constitute but one and the same instrument. <br /> <br />-2- <br />