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1. Homes hereby sells, transfers and assigns to K&H, all of <br />its right, title and interest in and to the City Agreement. <br /> <br /> 2. K&H hereby accepts such assignment and covenants and <br />agrees, with Homes and City from and after the Effective Date hereof, <br />to perform each and every term, covenant and condition required to <br />be performed by Developer under the City Agreement and to indemnify <br />and hold Homes, and its constituent partners, harmless from any and <br />all claims, expenses and liabilities arising under the City Agree- <br />ment from and after the Effective Date of this Agreement. <br /> <br /> 3. The undertakings made by K&H under this Agreement are for <br />the benefit of and shall be enforceable by City. By execution of <br />this Agreement, City acknowledges its approval of Homes' assignment <br />to K&H of its rights under the City Agreement and agrees to look <br />solely to K&H for performance of the obligations of Developer under <br />the City Agreement arising from and after the Effective Date of this <br />Agreement. <br /> <br /> 4. This Agreement shall become effective and binding upon the <br />parties when signed by each of the parties hereto and approved by <br />the City of Pleasanton by execution in the space hereinafter <br />provided. The date on which this Agreement is approved by the City <br />is referred to herein as the "Effective Date". From and after the <br />Effective Date, K&H shall be deemed the Developer for all purposes' <br />under the Long Term Agreement, including, but not limited to, the <br />rights and obligations under Article VI thereof. <br /> <br /> 5o Attached hereto, marked Exhibit "B", and made a part <br />hereof by reference is a reduction copy of a map (the "Map") <br />depicting the status, as of the Effective Date, of the Pleasanton <br />Property under the Long Term Agreement. A full scale copy of the <br />Map has been delivered to the parties. <br /> <br /> 6o In the event any of the parties hereto shall bring an <br />action to enforce its rights hereunder, or to obtain a declaration <br />of such rights, the prevailing party in such action shall be entitled <br />to receive its costs of suit and reasonable attorneys fees, as <br />determined by the court, in addition to any other relief which may <br />be granted, which amount shall be made part of any judgment rendered <br />therein. <br /> <br /> 7. This Agreement shall be binding upon the parties hereto and <br />shall inure to the benefit of and be binding upon their respective <br />heirs, executors, personal representatives, successors and as- <br />signs. <br /> <br /> -2- <br /> <br /> <br />