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assignment as of the Effective Date and agrees for the benefit of City to be bound by and to faithfully,timely and fully perform all of the terms, conditions,covenants and agreements contained in said License, to pay promptly all rentals and other payments due thereunder, and hereby assumes all liabilities and obligations of Assignor thereunder that arise or accrue on or after the Effective Date. 4. Future Assiqnments. Assignor and Assignee acknowledge that City has not waived its right to consent to any future assignment or sublease under the terms of the License. 5. Indemnitv. 5.1 Assignor hereby agrees to defend and indemnify Assignee, its partners, managers, members, employees, agents, and insurance companies against and hold Assignee harmless from any and all cost, liability, loss, damage or expense, known or unknown, including, without limitation, reasonable attorneys'fees, originating prior to the Effective Date and arising out of Assignor's obligations under the License or its occupancy and use of the Premises. Assignor shall reimburse Assignee for any such costs and expenses reasonably incurred by Assignee. 5.2 Assignee agrees to defend and indemnify Assignor, its employees, agents officers, directors, shareholders and insurance companies against and hold Assignor harmless from any and all cost, liability, damage or expense, including, without limitation, reasonable attorneys'fees, originating on or after the Effective Date and arising out of the Assignee's obligations under the License or its occupancy and use of the Premises. Assignee shall reimburse Assignor for any such costs and expenses reasonably incurred by Assignor. 6. Representations. Assignor hereby represents and warrants to Assignee that the License is unmodified and in full force and effect and that Assignor is not aware of any default under the License by either Assignor or City or any condition which, with notice or the passage of time, or both, would constitute a default by either such party. 7. Prorations. There shall be prorated between Assignor and Assignee as of the Effective Date all obligations under the License with respect to real property taxes or common area charges(if and to the extent said obligations are payable under the License). 8. Effect of Redevelopment Dissolution Act. Assignor and Assignee acknowledge and understand that with the passage of ABx1 26 (the Dissolution Act)and AB 1484 (the Dissolution Act Amendment) and the dissolution of the Redevelopment Agency, the status of the Premises currently controlled by the Successor Agency is unclear. The long term availability of the Premises and the License will be considered in the Successor Agency's Long-Range Property Management Plan,which will be subject to review by other state agencies, including the Department of Finance. The Long-Range ATTY/AGR/2014.050/TARBOOSH HOWIE'S ASSUMPTION REV:04-09-14 VR Page 2 of 6