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7.A. - Page 127 of 176 ATTACHMENT 7 GENERAL ASSIGNMENT This General Assignment, Assignment of Contracts and Bill of Sale ("Assignment") is made as of the day of , 202_ ("Assignment Date"), by [Insert as applicable: HCP LS REDWOOD CITY, LLC, a Delaware limited liability company or METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation] (the "Assignor"), and City of Redwood City, a California municipal corporation (the "Assignee"). A. Pursuant to that certain Purchase and Sale Agreement dated as of , 20_ by and between Assignor, and Seaport Centre Owners' Association, and Assignee (the "Purchase Agreement"), Assignee has this day acquired from Assignor and the Levee Assets. Capitalized terms used herein shall have the meanings ascribed to them in the Purchase Agreement. B. Under the Purchase Agreement, Assignor is obligated to assign to Assignee all of Assignor's right, title and interest in and to (i) the Personal Property described in Attachment No. 1 attached hereto; and (ii) the Intangible Personal Property described in Attachment No. 2 attached hereto. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. General Assignment. Assignor hereby assigns, transfers and sets over unto Assignee, without representation or warranty of any kind, except as expressly set forth in the Purchase Agreement, and Assignee hereby accepts from Assignor, any and all of Assignor's right, title and interest in and to the Personal Property and the Intangible Personal Property. 2. Bill of Sale. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby GRANT, SELL, CONVEY, TRANSFER AND DELIVER to Assignee, without any warranty of any kind (except as otherwise expressly set forth in the Purchase Agreement), any and all of Assignor's rights, title and interests in and to the Personal Property and the Intangible Personal Property. From and after the date of this Assignment, it is intended by the parties that Assignee and its successors and assigns shall have the right to use, have, hold and own the Personal Property and the Intangible Personal Property forever. 3. Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed an original, and all of which shall together be deemed one document. 4. Successors and Assigns. This Assignment and the provisions hereof shall inure to the benefit of and be binding upon the parties to this Assignment and their respective successors, heirs and permitted assigns. 5. No Third Party Beneficiaries. Assignor and Assignee do not intend, and this Assignment shall not be construed, to create a third -party beneficiary status or interest in, nor give Attachment 7 to Exhibit C Page 1 OAK #4846-4218-3288 v15 05674-0058 309