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apply under this subsection (10) as well) or prior to sooner sale pursuant to such sequestration, attachment, or execution; or 0) Assignor shall have voluntarily suspended its business or, Assignor shall have been dissolved or terminated; or (k) There shall occur any default declared by any lender under any loan document related to any loans secured by a deed of trust on the Development, after the expiration of applicable cure periods; or (1) Assignor breaches any other material provision of the Loan Agreement or any material provision in any of the other City documents, after the expiration of applicable cure periods. Section 5. No Previous Assignment. Except as authorized under the Loan Agreement (assignments to lenders of Approved Financing), Assignor represents and warrants to Assignee that no previous assignment(s) of its right or interest in or to the Collateral Documents has or have been made, and Assignor agrees not to assign, sell, pledge, transfer, mortgage, or hypothecate its right or interest therein so long as Assignee holds or retains any security interest under the Loan Agreement without the prior consent of Assignee. Section 6. Governing Law. This Assignment is to be governed by the laws of the State of California, except to the extent that federal law preempts the laws of the State of California. Assignor consents to the jurisdiction of any federal or state court within the State of California having proper venue for the filing and maintenance of any action arising hereunder and agrees that the prevailing party in any such action will be entitled, in addition to any other recovery, to reasonable attorneys' fees and costs. Section 7. Binding Upon Successors and Assigns. This Assignment is binding upon and will inure to the benefit of the heirs, legal representatives, successors -in -interest, and assigns of Assignor and Assignee; provided, however, this Section 7 may not be construed and is not intended to waive the restrictions on assignment, sale, transfer, mortgage, pledge, hypothecation, or encumbrance by Assignor contained in the Loan Agreement. Section 8. Capitalized Terns. Capitalized terms used but not defined in this Assignment have the meanings set forth in the Loan Agreement. Section 9. Headings. Section headings contained in this Assignment are inserted as a matter of convenience and for ease of reference only and will be disregarded for all other purposes, including the construction or enforcement of this Assignment or any of its provisions. Section 10. Termination. This Assignment will terminate, and the lien of the Assignee under this Assignment will be released upon the earlier of Assignor's repayment in full of the Loan or termination of the Loan Agreement. 4 1199\09\28269032 1199\09\2727850.8 ATTY/AGR.2020.100/353 Main Street Apartments LP (Page 138 of 143)