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2. Assumption. Assignee hereby accepts this assignment of the Agreement and agrees to <br /> be bound by all of the terms and conditions of the Agreement. <br /> 3. Effectiveness. This Assignment shall be effective as of the date first set forth above. <br /> From and after such date, Assignee shall be entitled to all of the rights and bound by all of the <br /> obligations set forth in the Agreement. Upon the execution of this Assignment, Assignee shall constitute <br /> the "Developer" under the Agreement and Assignor shall be fully relieved of the obligations hereunder <br /> and shall have no liability for any default or failure to perform occurring from and after the date of this <br /> Assignment. <br /> 4. Security. Upon the effective date of this Assignment, the City shall release Assignor's <br /> security for payment and performance and/or warranty (as applicable) provided that the Assignee has <br /> provided to City replacement performance, payment and warranty security in full conformance with the <br /> Agreement. <br /> 5. Binding Effect. This Assignment shall be binding on and inure to the benefit of the <br /> parties, their respective heirs, successors and assigns. <br /> 6. Counterparts. This Assignment may be executed in counterparts, each of which, when <br /> executed, shall be deemed an original. <br /> 7. Attorneys' Fees. The prevailing party in any litigation, arbitration or other proceedings <br /> arising out of this Assignment shall be reimbursed by the other party for all costs and expenses incurred in <br /> such proceedings, including reasonable attorneys' fees. <br /> 8. Governing Law. This Assignment shall be governed by the laws of the State of <br /> California. <br /> [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] <br /> 612527_3 <br />