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Assignor is a duly organized, validly existing limited partnership in good standing under the laws
<br />of the State of California; (ii) Assignor has the power and authority to execute, deliver, and perform
<br />its obligations under, this Agreement; (iii) this Agreement and all other documents or instruments
<br />executed and delivered by Assignor, or to be executed and delivered by Assignor, pursuant to or
<br />in connection with this Agreement, have been or will be executed and delivered by persons who
<br />are duly authorized to execute and deliver the same for and on behalf of Assignor, and all actions
<br />required under Assignor's organizational documents and applicable governing law for the
<br />authorization, execution, delivery and performance of this Agreement and all other documents or
<br />instruments executed and delivered by Assignor, or to be executed and delivered by Assignor
<br />pursuant to or in connection with this Agreement, have been duly taken or will have been duly
<br />taken as of the date of execution and delivery thereof; (iv) the execution, delivery, and performance
<br />of this Agreement do not violate any rule, regulation, statute, law, order, decree, or judgment, or
<br />any agreement or instrument to which Assignor is a party, (v) the City has not declared any event
<br />of default, and Assignor is not in breach under any of the Original HOME Loan Documents; (vi)
<br />Assignor has no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature
<br />against City relative to the Original HOME Loan Documents or this Agreement; (vii) this
<br />Agreement and all other documents that Assignor will execute and deliver pursuant to or in
<br />connection with this Agreement constitute or, if not yet executed or delivered, will when so
<br />executed and delivered, constitute, legal, valid and binding obligations of Assignor, enforceable
<br />in accordance with their respective terms, subject to laws affecting creditors' rights and principles
<br />of equity; (viii) except as disclosed in writing to City prior to execution of this Agreement,
<br />Assignor is not in violation under any law or regulation or under any order of any court, board,
<br />commission or agency, and to the best knowledge of Assignor's principals, there are no claims,
<br />actions, suits or proceedings pending or, to the knowledge of Assignor's principals, threatened
<br />against or affecting Assignor or the Property, at law or in equity, before or by any court, board,
<br />commission or agency; and (ix) Assignor is not insolvent, and Assignor has not filed, and currently
<br />has no intention to file, for any bankruptcy or debtor relief.
<br />11. Assignee a Representations. Assignee represents and warrants to City and Assignor that:
<br />(i) Assignee is a duly organized, validly existing limited partnership in good standing under the
<br />laws of the State of California; (ii) Assignee has the power and authority to execute, deliver and
<br />perform its obligations under, the Original HOME Loan Documents, this Agreement, and each of
<br />the documents to be executed by Assignee pursuant to this Agreement; (iii) this Agreement and
<br />all other documents or instruments executed and delivered, or to be executed and delivered, by
<br />Assignee pursuant to or in connection with this Agreement, have been executed and delivered, or
<br />will be executed and delivered, by persons who are duly authorized to execute and deliver the same
<br />for and on behalf of Assignee, and all actions required under Assignee's organizational documents
<br />and applicable governing law for the authorization, execution, delivery and performance of this
<br />Agreement and all other documents or instruments executed and delivered, or to be executed and
<br />delivered by Assignee pursuant to or in connection with this Agreement, have been duly taken or
<br />will have been duly taken as of the date of execution and delivery thereof; (iv) the execution,
<br />delivery, and performance of this Agreement, and the documents to be executed by Assignee
<br />pursuant to this Agreement do not violate any rule, regulation, statute, law, order, decree,
<br />judgment, or any agreement or instrument to which Assignee is a party; (v) this Agreement and all
<br />other documents that Assignee will execute and deliver pursuant to or in connection with this
<br />Agreement constitute or, if not yet executed or delivered, will when so executed and delivered,
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<br />ATTY/AGR/2019.152 REDWOOD OAKS ASSOCIATES II LP — ASSIGNMENT AN D LOAN MODIFICATION AGREEMENT
<br />REV: 05-30-19 VR
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