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(a) The Assignor is the owner of the Developer's interest in the Development <br />Agreement assigned by this instrument and all of the rights which the Development <br />Agreement purports to create, with full right to convey the same. <br />(b) The Development Agreement is now unencumbered, valid, and in full <br />force and effect in accordance with its terms. <br />(c) All amounts due on or before the date hereof from the Assignor under the <br />Development Agreement have been paid in full as of the date hereof and there are no <br />setoffs, defenses, or counterclaims on the part of the Assignor to the payment or <br />performance of the obligations under Development Agreement. <br />(d) The Assignor, to the best of its knowledge, is not in default under any of <br />the terms, conditions or covenants of the Development Agreement. <br />7. Covenants of Assignee: <br />(a) As a condition of the assignment herein, the Assignee hereby expressly <br />assumes the duties, obligations and responsibilities of the Assignor as the "Developer" <br />under the Development Agreement, as amended. <br />(b) The Assignee hereby expressly subordinates its rights under this <br />Assignment to the rights of the City as set forth in the Development Agreement, and <br />further expressly agrees to take no action in derogation of any other rights of the City as <br />set forth in the Development Agreement, as amended. <br />(c) The Assignee acknowledges that it may not re -assign the Developer's <br />rights under the Development Agreement without the express prior written consent of the <br />City or as provided in the Development Agreement complying with the provisions of <br />Article IX of the Development Agreement, as amended. <br />(d) The Assignee certifies that it has the qualifications and financial <br />responsibility necessary and adequate to fulfill the obligations undertaken by the <br />Developer in the Development Agreement, as amended. <br />(e) The Assignee acknowledges that the Development Property (as defined in <br />the Development Agreement) is subject to an Assessment Agreement, dated as of <br />December 14, 1999, between the Developer and the City setting the minimum market <br />value for the Development Property at $2,484,000. <br />(f) The Assignee hereby agrees to assume the indemnity obligations specified <br />in the Development Agreement and hold the City harmless from all claims by third <br />parties arising from and after the date of this Assignment, according to the terms of the <br />Development Agreement, as amended. <br />(g) The Assignee hereby acknowledges that the Development Agreement was <br />based upon the Assignor's representation that the Project (as defined in the Development <br />Agreement) was for a light industrial facility. The Assignee, by accepting assignment of <br />21226210 3 <br />