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6.B. - Page 151 of 177 <br />apply under this subsection (10) as well) or prior to sooner sale pursuant to such sequestration, <br />attachment, or execution; or <br />0) Assignor shall have voluntarily suspended its business or, Assignor shall <br />have been dissolved or terminated; or <br />(k) There shall occur any default declared by any lender under any loan <br />document related to any loans secured by a deed of trust on the Development, after the expiration <br />of applicable cure periods; or <br />(1) Assignor breaches any other material provision of the Loan Agreement or <br />any material provision in any of the other City documents, after the expiration of applicable cure <br />periods. <br />Section 5. No Previous Assignment. Except as authorized under the Loan <br />Agreement (assignments to lenders of Approved Financing), Assignor represents and warrants to <br />Assignee that no previous assignment(s) of its right or interest in or to the Collateral Documents <br />has or have been made, and Assignor agrees not to assign, sell, pledge, transfer, mortgage, or <br />hypothecate its right or interest therein so long as Assignee holds or retains any security interest <br />under the Loan Agreement without the prior consent of Assignee. <br />Section 6. Governing Law. This Assignment is to be governed by the laws of the <br />State of California, except to the extent that federal law preempts the laws of the State of <br />California. Assignor consents to the jurisdiction of any federal or state court within the State of <br />California having proper venue for the filing and maintenance of any action arising hereunder <br />and agrees that the prevailing party in any such action will be entitled, in addition to any other <br />recovery, to reasonable attorneys' fees and costs. <br />Section 7. Bindina Upon Successors and Assigns. This Assignment is binding upon <br />and will inure to the benefit of the heirs, legal representatives, successors -in -interest, and assigns <br />of Assignor and Assignee; provided, however, this Section 7 may not be construed and is not <br />intended to waive the restrictions on assignment, sale, transfer, mortgage, pledge, hypothecation, <br />or encumbrance by Assignor contained in the Loan Agreement. <br />Section 8. Capitalized Terms. Capitalized terms used but not defined in this <br />Assignment have the meanings set forth in the Loan Agreement. <br />Section 9. Headings. Section headings contained in this Assignment are inserted as a <br />matter of convenience and for ease of reference only and will be disregarded for all other <br />purposes, including the construction or enforcement of this Assignment or any of its provisions. <br />Section 10. Termination. This Assignment will terminate, and the lien of the Assignee <br />under this Assignment will be released upon the earlier of Assignor's repayment in full of the <br />Loan or termination of the Loan Agreement. <br />4 <br />1199\09\2826903.2 <br />1199\09\2727850.8 <br />ATTY/AGR.2020.100/353 Main Street Apartments LP (Page 138 of 143) 180 <br />