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Section 603. Authority Access to [he Project. <br />The City agrees that the Authority, any Authority Representative and the <br />Authority's successors or assigns', shall have the right at all reasonable times to examine and <br />inspect the Project. The City further agrees that the Authority, any such Representative, and <br />the Authority's successors or assigns shall have such rights of access to the Project as may be <br />reasonably necessary to cause the proper maintenance of the Project in the event of failure by <br />the City to perform its obligations under the Lease Agreement or as may be necessary to <br />exercise its remedies hereunder. <br />ARTICLE VII <br />ASSIGNMENT, SUBLEASING AND INDEMNIFICATION <br />Section 701. Assignment by Authority. <br />The Authority's rights under the Lease Agreement, including, but not limited to, <br />the right to receive and enforce payment of [he Lease Payments to be made by [he City under <br />the Lease Agreement, have been assigned to the Trustee pursuant to the Trust Agreement. <br />Section 702. Assignment and Subleasing by the City. <br />The Lease Agreement may be assigned or subleased by the City, provided that <br />any sublease or assignment shall be subject to all of the following conditions: <br />(i) The Lease Agreement and the obligation of the City to make <br />Lease Payments under the Lease Agreement shall remain obligations of the City; and <br />(ii) The sublessee or assignee shall assume the obligations of the <br />City under the Lease Agreement to [he extent of the interest subleased or assigned; and <br />(iii) The City shall, within thirty (30) days after the delivery thereof, <br />famish or cause to be furnished to the Authority and the Tmstee a true and wmplete copy of <br />such sublease or assignment and an opinion of an attorney acceptable to the Trustee regarding <br />the enforceability of such sublease or assignment; and <br />(iv) The City shall have delivered to the Trustee an opinion of <br />nationally recognized bond counsel to the effect that such sublease or assignment shall not <br />cause the interest on the Bonds to become subject to federal income taxes or State of <br />California income taxes. <br />Section 703. Release and Indemnification Covenants. <br />The City shall and hereby agrees to indemnify and save the Trustee and the <br />Authority, their officers, directors, agents, employees, successors or assigns harmless from <br />and against all claims, losses and damages, including legal fees and expenses, azising out of <br />16 <br />9407301U.LA1 <br />