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2. Assignment. Subject to all of the terms and conditions of this Assignment, Assignor hereby <br />assigns all [or describe specifically assigned rights if partial] of its rights under the Agreement, insofar <br />as the Agreement covers, affects, and relates to the Transferred Premises. <br />3. Assumption. Assignee hereby assumes all obligation of Assignor and any liability that <br />may result from acts or omissions by Assignee under the Agreement as it relates to the Transferred Premises <br />that may arise or accrue from and after the effective date of this Assignment, and Assignor is hereby <br />released from all such obligations and liabilities from and after the effective date of this Assignment; <br />provided, however, this Assignment does not release Assignor from any liability that resulted from an act <br />or omission by Assignorthat occurred priorto the effective date ofthis Assignment unless the City approves <br />the release in writing. <br />4. Governing Law. This assignment must be construed and enforced in accordance with the <br />laws of the State of Texas, as they apply to contracts performed within the State of Texas and without regard <br />to any choice of law rules or principles to the contrary. <br />5. Counterpart/Facsimile Execution. This Assignment has been prepared in multiple <br />counterparts, each of which shall constitute and original hereof, and the execution of any one of such <br />counterparts by any signatory shall have the same force and effect and shall be binding upon such signatory <br />to the same extent as if the same counterpart were executed by all of the signatories. Facsimile copies of <br />signatures may be appended hereto with the same force and effect as legally delivered original signatures. <br />6. Notice to City. A copy of this Assignment shall be provided to the City within fifteen (15) <br />days after execution. <br />7. Binding Effect. This Assignment, when accompanied by a Partial Assignment of <br />Reimbursement Rights in favor of the City for the Master Development Fee described in the Agreement, <br />shall be binding upon and shall inure to the benefit of Assignor and Assignees and their respective heirs, <br />personal representatives, successors , and assigns. <br />8. Partial Assignment of Reimbursement Rights. Assignee hereby assigns to the City of <br />San Marcos, Texas, its right to reimbursements from bond proceeds in the amount equal to the Master <br />Development Fee (as that term is defined in the Agreement and in the Amended and Restated Development <br />Agreement). <br />