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6.1.F. - Page 94 <br />Exhibit C <br />ASSIGNMENT AND ASSUMPTION OF LEASE <br />THIS ASSIGNMENT AND ASSUMPTION OF LEASE (the "Assignment") dated as <br />of June 24, 2009, is between LONESTAR CALIFORNIA, INC. ("Assignor"), and THE <br />CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of <br />California ("Assi ghee"). <br />A. Assignor is the Landlord ("Landlord") under that certain lease dated as of October 1, <br />1999 (the "Original Lease") executed by RMC PACIFIC MATERIALS, INC., a Delaware <br />corporation, as the "Landlord," and BAIR ISLAND AQUATIC CENTER, a California non- <br />profit corporation ("Tenant"), with respect to certain real property and improvements thereon <br />known as 1.450 Maple Street, Redwood City, California, as more particularly described on <br />Exhibit A attached hereto (the "Premises"). The Original Lease has been modified by a <br />document entitled "Modification No. I," dated on or about February 10, 2005, between RMC <br />PACIFIC MATERIALS, INC. and Tenant (collectively, the "Lease"). Assignor is the <br />successor to RMC PACIFIC MATERIALS, INC., a Delaware corporation, and holds the <br />Landlord's interes t under the Lease. <br />B. Assignor and Assignee entered into an Agreement of Sale and Purchase dated for <br />reference purposes as of April 16, 2009, as amended by a First Amendment to Agreement of <br />Sale and Purchase dated June 3, 2009, and a Second Agreement Amendment to Agreement of <br />Sale and Purchase dated June 17 , 2009 (collectively, the "Purchase Agreement"), pursuant <br />to which Assignee agreed to purchase the Premises and certain other real property described <br />therein (collectively, the "Property") from Assignor, and Assignor agreed to sell the Property <br />to Assignee, on the terms and conditions contained therein. <br />C. Assignor desires to assign its interest as Landlord in the Lease to Assignee, and <br />Assignee desires to accept the assignment thereof, on the terms and conditions below. <br />ACCORDINGLY, the parties hereby agree as follows: <br />1. Assignor hereby assigns to Assignee all of its right, title, and interest in and to the <br />Lease, and Assignee hereby accepts such assignment and assumes (i) all of the Landlord' s <br />obligations under the Lease to the extent first arising from and after the date hereof including <br />the obligations and duties of Assignor relating to the return of any Tenant deposits, if any, and <br />(ii) all of the Landlord's obligations under the Lease to the extent accruing after the date <br />hereof. <br />2. In the event of any dispute between Assignor and Assignee arising out of the <br />obligations of the parties under this Assignment or concerning the meaning or interpretation of <br />any provision contained herein, the losing party shall pay the sole prevailing party's costs and <br />expenses of such dispute, including, without limitation, reasonable attorneys' fees and costs. <br />Redwood City 6.2,4.04 <br />I <br />Page 29 of 31 <br />