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constitute, legal, valid and binding obligations of Assignee, enforceable in accordance with their <br />respective terms, subject to laws affecting creditors' rights and principles of equity; (vi) except as <br />disclosed in writing to City prior to execution of this Agreement, Assignee is not in violation under <br />any law or regulation or under any order of any court, board, commission or agency, and to the <br />best knowledge of Assignee's principals, there are no claims, actions, suits or proceedings pending <br />or, to the knowledge of Assignee's principals, threatened against or affecting Assignee or the <br />Property, at law or in equity, before or by any court, board, commission or agency, and <br />(vii) Assignee is not insolvent, and Assignee has not filed, and currently has no intention to file, <br />for any bankruptcy or debtor relief. <br />12. Lender's Title Policy. It shall be a condition to Close of Escrow that North American Title <br />Company shall issue to City an A.L.T.A. lender's policy of title insurance for the benefit and <br />protection of City ("Lender's Title Policy") in the amount of the Amended Note, insuring that the <br />Amended Deed of Trust and the Regulatory Agreement are subject only to such title exceptions <br />and such other defects, liens, conditions, encumbrances, restrictions, easements and exceptions as <br />City may reasonably approve in writing and containing such endorsements as City may reasonably <br />require, with the cost of such Lender's Title Policy, as well as any escrow fees or costs, to be paid <br />by Assignee. <br />13. Miscellaneous <br />13.1 Notices. Except as otherwise specified in this Agreement, all notices to be sent <br />pursuant to this Agreement, any of the Original HOME Loan Documents, or any other document <br />executed in connection with this Agreement shall be made in writing, and sent to the parties at <br />their respective addresses specified below or to such other address as a party may designate by <br />written notice delivered to the other parties in accordance with this Section. All such notices shall <br />be sent by: (i) personal delivery, in which case notice is effective upon delivery, (ii) certified or <br />registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt <br />if delivery is confirmed by a return receipt; or (iii) nationally recognized overnight courier, with <br />charges prepaid or charged to the sender's account, in which case notice is effective on delivery if <br />delivery is confirmed by the delivery service. <br />Page 5 of 12 <br />ATTY/AGR/2019.152 REDWOOD OAKS ASSOCIATES II LP —ASSIGNMENT AND LOAN MODIFICATION AGREEMENT <br />REV: 05-30-19 VR <br />