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3. Assumption. As of the Effective Date, Assignor is assigning to Assignee and Assignee is assuming the foregoing assignment of the Assigned Obligations and agrees to perform all of the terms, covenants, obligations and conditions imposed upon the Assignor under the City Loan Documents as if the Assignee were the original signatories thereto, requiring performance subsequent to the Effective Date. The Assignee agrees to be bound in every way by all of the grants, terms, conditions, and covenants in respect of the Assignor contained in the Assigned Obligations occurring subsequent to the Effective Date. All references in the City Loan Documents to the Assignor shall hereafter be deemed to be references to the Assignee. 4. Consent by City. The City consents to the assignment to, and assumption of, the Assigned Obligations by the Assignee. 5. Representation and Warranty of Assi nor. Assignor represents and warrants to the City and Assignee that, to the best of the Assignor's knowledge, as of the date hereof, there exists no event of default under the City Loan Documents and that there is no event that, with the giving of notice, the passage of time, or both, would constitute an event of default. 6. Indemnification. Assignor and Assignee agree to indemnify, hold harmless and defend the City and its respective officers, members, directors, officials and employees against all loss, costs, damages, expenses, suits, judgments, actions and liabilities of whatever nature (including, without limitation, attorneys' fees, litigation and court costs, amounts paid in settlement, and amounts paid to discharge judgments) directly or indirectly resulting from or arising out of or related to the performance of such party's obligations under the City Loan Documents. 7. Further Acts. Each of the parties, upon the request of any other, agrees to perform such further acts and to execute and deliver such other documents as are reasonably necessary to carry out the provisions of this Agreement. 8. Attorneys' Fees. In the event of any litigation arising out of the subject matter of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs. 9. Inurement. This Agreement shall inure to the benefit of Assignor and Assignee, and their respective successors, assigns, loan participants, parent corporations, subsidiaries, affiliates, and successors -in -interest. 10. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. In the event any legal action is commenced to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach thereof, the venue for such action shall be the Superior Court of the County of San Mateo. 11. CounteMarts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one agreement. To facilitate the execution of this Agreement, the parties may execute and exchange counterparts of the signature pages by facsimile or electronic mail, and such facsimile or electronic mail counterparts shall be binding as original signature pages. 1199\09\2727850.8 1199\09\2813169.3 [Signature Pages Follow] 2 ATTY/AGR.2020.100/353 Main Street Apartments LP (Page 132 of 143)