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general partner, provided that such assignee shall assume in writing all of Assignor's obligations <br />under the Affordable Housing Covenant. <br />NOW, THEREFORE, in consideration of the foregoing, and in consideration of the mutual <br />promises of the parties hereto and for other good and valuable consideration, the receipt and <br />sufficiency of which are hereby acknowledged, the parties agree as follows: <br />1. Effective Date. As used in this Agreement, the "Effective Date" shall be the date <br />this Agreement is entered into by the Assignor and Assignee as first written above, which is the <br />date Assignee acquired fee title to the Project from Assignor. <br />2. Assignment. As of the Effective Date, Assignor transfers and assigns to Assignee <br />all of Assignor's rights, interests, benefits, privileges, and duties and obligations under the <br />Affordable Housing Covenant ("collectively the "Assigned Obligations"). <br />3. Assumption. As of the Effective Date, Assignor is assigning to Assignee and <br />Assignee is assuming the foregoing assignment of the Assigned Obligations and agrees to perform <br />and be bound by all of the terms, covenants, obligations and conditions imposed upon the Assignor <br />under the Affordable Housing Covenant for the benefit of the City, as if the Assignee were the <br />original signatory thereto, requiring performance subsequent to the Effective Date. The Assignee <br />agrees to be bound in every way by all of the grants, terms, conditions, and covenants in respect <br />of the Assignor contained in the Assigned Obligations occurring subsequent to the Effective Date. <br />All references in the Affordable Housing Covenant to the Assignor shall hereafter be deemed to <br />be references to the Assignee. <br />4. Representation and Warranty of A_ ssinor. Assignor represents and warrants to the <br />City and Assignee that: <br />a. That Assignee is a limited partnership in which Assignor is the <br />administrative general partner and that through this Agreement the <br />Assignee shall assume in writing all of Assignor's obligations under the <br />Affordable Housing Covenant; and <br />b. To the best of the Assignor's knowledge, as of the date hereof, there exists <br />no event of default under the Affordable Housing Covenant and that there <br />is no event that, with the giving of notice, the passage of time, or both, <br />would constitute an event of default. <br />5. Acknowledgement by City. The City acknowledges the assignment to, and <br />assumption of, the Assigned Obligations by the Assignee as consistent with Section 6.27 of the <br />Affordable Housing Covenant. The City further agrees pursuant to Section 6.15 of the Affordable <br />Housing Covenant that the Affordable Housing Covenant is hereby amended by this written <br />instrument which has been executed and acknowledged by each of the parties hereto and duly <br />recorded in the Official Records. <br />6. Notices. All correspondence and notices given or required to be given to Assignor <br />under the Affordable Housing Covenant, from and after the Effective Date, shall be provided to e <br />Assignee and shall be addressed as follows: <br />2 <br />1199\09\2813169.3 <br />