THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made and entered into and shall be effective as of 11:59 p.m., July 31, 1995 by and between the City of Long Beach, a municipal corporation ("City") and Queen's Seaport Development, Inc., a California corporation ("Development"), as follows:

1. City hereby assigns, transfers and conveys to Development all of the rights, subject to all of the obligations of City, as landlord, under that certain AMENDED AND RESTATED LEASE AND OPERATIONS AGREEMENT dated as of August 1, 1995 with RMS Foundation, a California non-profit public benefit corporation ("Foundation"), as tenant ("Sublease") with respect to the Queen Mary and such ancillary property necessary to support operation of that vessel, excluding, however, those rights of City accrued to and including July 31, 1995 as more specifically referred to in paragraph 1.4 of the Sublease.

2. Development hereby accepts the assignment referred to in paragraph 1, above, and agrees to be bound by and assume all of the obligations of City in connection therewith.

3. Development hereby further agrees to loan to Foundation, on account of each calendar year during the term (and any extension of the term) of the Sublease, all of the "available net cash" of Development to the extent that Foundation is in need of funds to cure an operating deficit with respect to the Queen Mary for such calendar year, with such loans to be on such terms and conditions as are consistent with applicable law and to be repayable fully out of future excess funds of Foundation. The term "available net cash" as used in this paragraph 3 shall mean all net cash after payment or provision for payment of all expenses, expenditures, and applicable income and franchise taxes.

IN WITNESS WHEREOF, City and Development have executed this ASSIGNMENT AND ASSUMPTION AGREEMENT as of 11:59 p.m., July 31, 1995.

City of Long Beach, a Municipal Corporation

Signed - James Hankla

City Manager

Queen's Seaport Development Inc, A California Corporation

Signed - Joseph F Prevratil

President

The foregoing ASSIGNMENT AND ASSUMPTION AGREEMENT IS HEREBY APPROVED THIS 28^TH DAY OF July 1995

John R Calhoun , City Attorney - signed by Deputy

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