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<br /> � , • Exhibit C
<br /> ASSIGNMENT AND ASSUMPTION OF LEASE
<br /> THIS ASSIGNMENT AND ASSUMPTION OF LEASE ([he "Ass ignment") 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 gnee").
<br /> A. Assignor is the Landlord ("Landl ord") 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 "La ndlord," and BAIR ISLAND AQUATIC CENTER, a California non-
<br /> profit corporarion ("Tenant"), with respect to certain real property and improvements thereon
<br /> known as 1450 Maple Street, Redwood City, California, as more particulazly described on
<br /> E�ibit A attached hereto (the "Preroi ses"). The Original Lease has been modified by a
<br /> document entitled "Mod ification No. 1," 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 /> I,andlord'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 ihe 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, tide, 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 uising 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 Assigntnent 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 /> Redwoad ciry 6.1A.09
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