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ASSIGNMENT OF LEASE • This ASSIGNMENT OF LEASE (this "Assignment") is made as of this day of October, 2002, by and between MARTHA JEFFERSON HOSPITAL, a Virginia non-profit corporation (the "Assignor"), THE CITY OF CHARLOTTESVILLE, VIRGINIA, a municipal corporation of the Commonwealth of Virginia (the "Assignee"), and HEDGEROW CORPORATION, a Virginia corporation (the "Landlord"). RECITALS: A. Pursuant to a lease dated March 24, 1995 between the Assignor as Tenant,. and the Landlord as Landlord, as extended pursuant to a letter from James H. Heyward as President of Hedgerow Corporation to Mr. Donald Sandridge at Martha Jefferson Hospital dated March 23, 2000 (collectively, the "Lease"), the Assignor leased from the Landlord approximately twenty thousand (20,000) square feet of space and thirty nine (39) on-site parking spaces in the buildings commonly known and referred to as the "Levy Opera House" and the attached "Town Hall Square Annex" in the City of Charlottesville, Virginia, as more particularly described in the Lease (the "Leased Premises"). A copy of the Lease is attached hereto as Exhibit A. B. The term of the Lease is scheduled to expire on April 30, 2005. • C. Subject to Landlord's approved contained herein, Assignor desires to assign its interest in the Lease to Assignee, and Assignee desires to accept the assignment from Assignor on the terms and conditions contained herein. D. Such assignment is subject to approval by the Landlord, and the Landlord is willing to provide such approval subject to the terms and conditions set forth herein. AGREEMENT: NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) cash in hand paid, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the patties hereby agree as follows: 1. Defined Terms. All capitalized terms not defined herein shall have the meaning set forth in the Lease. 2. Assignment of Lease. Assignor hereby assigns all of its right, title and interest in the Lease to Assignee as of the Assignment Commencement Date, as defined in Section 6 below, subject to the terms and conditions contained herein. 3. Acceptance of Assignment. Except as may be expressly stated to the contrary herein, Assignee hereby accepts the foregoing transfer and assignment of the Lease as of the Assignment Commencement Date, and unconditionally and irrevocably 0