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5. Power of Attorney. Assignor hereby irrevocably constitutes and appoints Assignee as its attorney-in-fact, effective upon the occurrence and during the continuance of a Default, which power is coupled with an interest, to demand, receive and enforce any and all of Assignor's rights with respect to the Contracts, to give appropriate receipts, releases and satisfactions for and on behalf of Assignor, and to perform any and all acts in the name of Assignor, or at the option of Assignee, in the name of Assignee, with the same force and effect as if performed by Assignor in the absence of this Assignment. 6. Performance and Enforcement. So long as there shall exist no Default under the Land Donation Agreement, Assignor shall have the exclusive right to exercise and enjoy all of the rights and benefits arising out of the Contracts and Assignee shall not have any right to exercise or enjoy any of the rights and benefits arising out of the Contracts. Assignor covenants and agrees with Assignee that Assignor will: (i) fulfill, perform and observe each and every condition and covenant of Assignor contained in the Contracts; (ii) give written notice to Assignee within seven (7) days after any default by Contractor under the Contracts; and (iii) enforce the performance and observance of each and every covenant and condition to be performed or observed by Contractor under the Contracts, unless it is commercially reasonable to waive or extend the time for the performance and observation of any such covenants and conditions, unless a waiver, time extension, or modification of any such covenants and conditions is approved by Assignee, such approvals not to be unreasonably withheld. 7. Rights and Remedies under the Land Donation Agreement. In addition to the rights and remedies under Section 9 below, upon the occurrence and during the continuation of a Default under the Land Donation Agreement, subject to the terms of Section 5.2 of the Land Donation Agreement, the Assignee shall have the right, at its option, to enforce Assignor's rights and interest with respect to the Contracts and the Assignee may, without affecting any of the Assignee’s rights and remedies against Assignor under any other instrument, document or agreement, including, but not limited to the Land Donation Agreement, upon not fewer than ten (10) days prior written notice to Assignor, exercise the Assignee's rights under this Assignment as Assignor's attorney in fact or in any other manner permitted by law. In addition, the Assignee shall have and possess, without limitation, any and all rights and remedies of a secured party under the Uniform Commercial Code (as in effect in California) or as otherwise provided by law. From and after the time the Assignor cures such Default under the Land Donation Agreement, then the Assignee shall no longer have the right to enforce Assignor’s rights and interest with respect to Contracts nor the right to exercise the Assignee’s rights under this Assignment as Assignor’s attorney in fact or in any other manner with respect to that particular Default. 8. Representations, Warranties and Covenants. Assignor hereby represents and warrants to Assignee that: (i) no previous assignment of Assignor’s interest in and to or rights under the Contracts has been made (other than to Assignor’s lenders or limited partner investor) ; (ii) all covenants, agreements and conditions required to be performed or occur by Assignor under the Contracts, as of the Effective Date, by Assignor have been performed or occurred; (iii) Assignor has done no act nor omitted to do any act that might prevent Assignee from exercising any of the rights, powers and privileges conferred by the Contracts; and (iv) to the knowledge of Assignor, no default exists by Assignor under the provisions of the Contracts. Assignor represents and warrants that the copy of the Contracts provided by Assignor to Assignee is the complete and entire agreement between Assignor and Contactor in all material respects. Assignor covenants ATTY/RESO.0034/CC RESO APPROVING PROJECT (901 EL CAMINO REAL) - EXHIBIT C REV: 04-22-25 VR Page 157 of 224