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with Mental Health Association of San Mateo County for Funds to Acquire 105 5' Avenue, dated <br />July 26, 2013 (the "Loan Agreement") by and between the City and the Assignor, (iv) an <br />Amendment to Agreement with Mental Health Association of San Mateo County for Funds to <br />Acquire 105 5 I Avenue dated October 30, 2015 (the "First Amendment") by and between the City <br />and the Assignor, (v) an Amendment to Agreement with Mental Health Association of San Mateo <br />County for Funds to Acquire 105 5h Avenue dated of even date herewith (the "Second <br />Amendment") by and between the City and the Assignor, (vi) a Short Form Deed of Trust and <br />Assignment of Rents dated August 28, 2013, recorded in the Official Records of San Mateo County, <br />California (the "Official Records") on August 29, 2013, as Instrument No. 2013-127351 (the "Deed <br />of Trust") executed by the Assignor for the benefit of the City, and (vii) a Declaration of Affordability <br />Covenants, recorded in the Official Records on August 29, 2013, as Instrument No. 2013-127350 (the <br />"Affordability Covenant") executed by the Assignor. The Promissory Notes, Deed of Trust, Loan <br />Agreement, First Amendment, Second Amendment, Affordability Covenant and any other documents <br />evidencing or securing the City Loan are referred to herein collectively as the "City Loan <br />Documents". <br />B. Concurrently herewith, the Assignor is executing a grant deed pursuant to which the <br />Assignor shall transfer to the Assignee all of its rights, title, and interest in and to the Property subject <br />to the Deed of Trust and the Affordability Covenant and the Assignee shall construct the Project on <br />the Property. <br />C. As consideration for the transfer of the Property, the Assignor desires to assign to the <br />Assignee and the Assignee desires to accept the assignment from the Assignor of the Assignor's <br />obligations with respect to the Property, including the rights, duties and obligations of the Assignor <br />under the City Loan Documents. <br />D. The Assignee desires to release the Assignor from all obligations in connection with <br />the City Loan Documents <br />E. The consent of the City to the assignment of the Assignor's obligations under the City <br />Loan Documents is required. <br />AM/AGR/2017.075/MHA WAVERLY PLACE —ASSIGNMENT AGREEMENT <br />REV: 04-07-17 JS <br />Page 2 of 8 <br />