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Assignor has no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature <br /> against City relative to the Grant Agreement, the CDBG Loan Documents, the Declaration, or <br /> this Agreement; (v) Assignor has not received any notice from any governmental agency relating <br /> to any alleged violation of law, ordinance, rule or regulation; and (vi) Assignor has not filed, and <br /> currently has no intention to file, for any bankruptcy or debtor relief', and Assignor is not <br /> insolvent. <br /> 7. Assignee Representations. Assignee represents and warrants to City that: (i) Assignee is <br /> a duly organized, validly existing limited partnership in good standing under the laws of the State <br /> of California; (ii) Assignee has the power and authority to execute, deliver and perform its <br /> obligations under the CDBG Loan Documents, the Declaration and this Agreement; (iii) the <br /> execution, delivery and performance of the CDBG Loan Documents, the Declaration and this <br /> Agreement do not violate any rule, regulation, statute, law, order, decree, judgment or the like, or <br /> any agreement or instrument to which Assignee is a party, and Assignee is not in breach or <br /> default under any lease or other agreement to which it is a party; (iv) Assignee has no defenses, <br /> setoffs, claims, counterclaims or causes of action of any kind or nature against City; (v) Assignee <br /> has not received any notice from any governmental agency relating to any alleged violation of <br /> law, ordinance, rule or regulation; (vi) Assignee shall comply with all of the terms and provisions <br /> of the CDBG Loan Documents and the Declaration; and (vii) Assignee has not filed, and <br /> currently has no intention to file, for any bankruptcy or debtor relief, and Assignee is not <br /> insolvent. <br /> 8. Amendments to CDBG Loan Documents and Declaration. Effective as of the date of this <br /> Agreement, the CDBG Loan Documents and Declaration shall be amended as follows: <br /> a) Whenever City delivers any notice of default under the CDBG Loan Documents <br /> or the Declaration, City shall concurrently deliver a copy of such notice to Wells Fargo <br /> Affordable Housing Community Development Corporation and its successors and assigns (the <br /> "Investor Limited Partner") at the notice address provided herein (as the same may be updated <br /> from time to time by written notice to the City), and Investor Limited Partner shall have the same <br /> rights to cure defaults under the Note and Deed of Trust as are provided to Investor Limited <br /> Partner under Section 10 of the Loan Agreement (as amended hereby). • <br /> b) Notwithstanding anything to the contrary contained in the Note or Deed of Trust, <br /> transfers and assignment of interests in the Project, Assignee's interest in the Property, and the <br /> interests held by the Investor Limited Partner and Assignee's general partner shall be governed <br /> by the provisions of Section 9 of the Loan Agreement. In addition, Section 9 of the Loan <br /> Agreement shall be amended to include the following as permitted transfers which shall be <br /> permitted without the City's consent: (i) any subsequent transfers of the Assignee's limited <br /> partner interests by the Investor Limited Partner, (ii) the execution of residential leases, (iii) the <br /> execution of a commercial master lease with Mid-Peninsula New Communities, Inc. (or any <br /> other affiliate controlled by MidPen Housing Corporation) and the execution of commercial <br /> subleases thereunder, and (iv) the temporary replacement of the general partner of Assignee for a <br /> default under Assignee's partnership agreement, with an affiliate of the Investor Limited Partner, <br /> for an interim period of not more than 180 days, provided that the subsequent replacement <br /> ATTY/AGR/2016.156/RWC-CITY CENTER- ASSIGNMENT & MODIFICATION-CITY CDBG HOME DOCS CITY CE <br /> REV: 06-22-16 VR <br /> Page 3 of 7 <br />