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not assign or offer the Lease Agreement, or any participation therein, for sale or transfer without <br /> complying with all applicable securities laws. <br /> This Assignment Agreement may be executed in several counterparts, each of which <br /> shall be an original and all of which shall constitute but one and the same instrument. <br /> CITY OF REDWOOD CITY PUBLIC <br /> FINANCING AUTHORITY <br /> By �� <br /> Brian J.Ponty <br /> Finance Director <br /> ACCEPTANCE OF ASSIGNMENT: <br /> COMFASS BANK,an Alabama <br /> corporation,as Assignee <br /> By <br /> Authorized Representative <br /> -3- <br /> 338808_2.DOC <br />