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h. City acknowledges and agrees that First American has satisfied all obligations First American has under Section 4(c) of the City-BGS Implementation Agreement. 6. No Defaults Applicable to First American Acquisition Area or First American Project. City represents and warrants that (i) there are no defaults under the Applicable Documents applicable to the First American Project or First American Acquisition Area or any development undertaken on the First American Acquisition Area as of the date of this Agreement; (ii) the Applicable Documents shall not be terminated by City, to the extent City may have such right of termination, upon the occurrence of a default by any person, firm, or entity, without notice to First American and the expiration of all applicable cure periods, and any such termination shall not terminate such Applicable Documents) with respect to the First American Project Site and (iii) First American shall only be liable for or responsible for any defaults occurring under the Applicable Documents with respect to the First American Project Site from and after the date of this Agreement. 7. Cooperation Agreement. City acknowledges and agrees that City has entered into a cooperation agreement with the Agency (the "Cooperation Agreement") to effect the Agency's payment to the City of the following two fees that otherwise would be the obligation of First American for the First American Project Phase 1: (i) the Transportation System Improvement Area fee ("TSIA Fee"), and (ii) the Fire Department Facilities fee ("FDF Fee"') . City shall not use the Agency's payment for any other purpose than payment of the TSIA Fee and FDF Fee for the First American Project Phase 1. City further acknowledges and agrees that (A) First American shall be an express third party beneficiary of the Cooperation Agreement, and (B) the City's entering into the Cooperation Agreement and the benefits to First American resulting from that Cooperation Agreement are a material inducement to First American to enter into this Agreement. City agrees that it shall not impose on First American any obligation for payment of the TSIA Fee and FDF Fee that Agency is obligated to pay to City pursuant to the Cooperation Agreement even if (A) Agency fails to make any payment(s) to City or (b) the Cooperation Agreement is modified, amended, or terminated. 8. Assignment and Transfer. a. First American, without the consent of the City, shall be permitted, from time to time and one or more times, to transfer or assign all or a portion of its rights and obligations under this Agreement to an affiliated or related transferee or assignee, and with respect to such transfer or assignment; (i) an assignment and assumption agreement shall not be required to be provided to the City, and (ii) such affiliated or related transferee or assignee shall be entitled to receive the financial benefit resulting from the Cooperation Agreement referenced in Paragraph 7 above. 394/016555-0002/3124650.19 05/26/00 - 12 "