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to accept such assignment and assume such obligations. Following such assignment, Assignee <br /> and the City desire to amend certain provisions of the CDBG Loan Documents and the <br /> Declaration as set forth herein. <br /> NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the <br /> parties hereto and for other good and valuable consideration the receipt and sufficiency of which are <br /> hereby acknowledged, the parties mutually agree as follows: <br /> 1 . Assignment by Assignor. Assignor hereby assigns to Assignee all of Assignor's rights <br /> and obligations under the CDBG Loan Documents and the Declaration. Assignor is not <br /> assigning the Grant Agreement. <br /> 2. Acceptance of Assignment. Assignee hereby accepts the above assignment and hereby <br /> assumes all of the rights, obligations, covenants, and agreements of Assignor under the CDBG <br /> Loan Documents and the Declaration. Any reference to Assignor in the CDBG Loan Documents <br /> and the Declaration shall be deemed a reference to Assignee. Assignee is not assuming the Grant <br /> Agreement. <br /> 3 . Intentionally omitted. <br /> 4. Payment of Obligations; Disbursements. Without limiting the generality of Section 2, <br /> Assignee hereby assumes the obligation to repay to the City all amounts owed pursuant to the <br /> CDBG Loan Documents. Each of the parties hereto acknowledges that: (i) all proceeds of the <br /> CDBG Loan have been disbursed or will be disbursed upon City's receipt of a payment request <br /> and verification that the applicable work has been completed; and (ii) the HOME Grant proceeds <br /> have been or will be fully disbursed to Assignor and Assignee shall have no right to receive such <br /> proceeds. Further, each of the parties hereto acknowledges and agrees that the work to be <br /> performed with the proceeds of the HOME Grant has been completed as required under the Grant <br /> Agreement and that the only obligations relating to the HOME Grant enforceable against <br /> Assignee or the Project are set forth in the Declaration. <br /> 5. Consent to Assignment. The City hereby consents to the assignment of the CDBG Loan <br /> Documents and the Declaration from Assignor to Assignee, and hereby releases Assignor from <br /> all obligations imposed under the CDBG Loan Documents and the Declaration effective upon <br /> Assignee's assumption of such obligations. City acknowledges and agrees that as of the date of <br /> recordation of this Agreement, Assignor is not in default under the CDBG Loan Documents or <br /> the Declaration. <br /> 6. Assignor Representations. Assignor represents and warrants to City and Assignee that: <br /> (i) Assignor is a duly organized, validly existing limited partnership in good standing under the <br /> laws of the State of California; (ii) Assignor has the power and authority to execute, deliver and <br /> perform its obligations under this Agreement; (iii) the execution, delivery and performance of <br /> this Agreement do not violate any rule, regulation, statute, law, order, decree, judgment or the <br /> like, or any agreement or instrument to which Assignor is a party, and Assignor is not in breach <br /> or default under the Grant Agreement, the CDBG Loan Documents, or the Declaration; (iv) <br /> ATTY/AGR/2016.156/RWC-CITY CENTER- ASSIGNMENT & MODIFICATION-CITY CDBG HOME DOCS CITY CE <br /> REV: 06-22-16 VR <br /> Page 2 of 7 <br />