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4. Representation and Warranty of Assignor. Assignor represents and warrants to the City and Assignee that: a. That Assignee is a limited liability company in which an affiliate of Assignor is a member and that through this Agreement the Assignee shall assume in writing all of Assignor's obligations under the Land Donation Agreement; and b. To the best of the Assignor's knowledge, as of the date hereof, there exists no event of default under the sand Donation Agreement and that there is no event that, with the giving of notice, the passage of time, or both, would constitute an event of default. 5. Acknowledgement by City. The City acknowledges the assignment to, and assumption of, the Assigned Obligations by the Assignee as consistent with Section 4.4 of the Land Donation Agreement. The City further agrees pursuant to Section 7.10 of the Land Donation Agreement that the Land Donation Agreement is hereby amended by this written instrument. 6. Notices. All correspondence and notices given or required to be given to Assignor under the Land Donation Agreement, from and after the Effective Date, shall be provided to e Assignee and shall be addressed as follows: [Name of Assignee] [Assignee's Address] [City] CA, [Zip] Attention: [Insert Name] 7. Subordination. The restrictions imposed under the Land Donation Agreement and assigned under this Agreement are land use restrictions required to comply with the requirements under the City's Affordable Housing Ordinance and California Government Code section 65915 and may not be subordinated. The City has no intent or obligation to subordinate the Land Donation Agreement or this Agreement to any current or future financing or deeds of trust. Nothing in this Section 7 shall prohibit the City from executing subordination agreements as may be requested by Affordable Developer in the manner provided for in the Land Donation Agreement. 8. indemnification. To the full extent permitted by law, Assignor and Assignee shall be obligated to indemnify the City according to the terms and conditions and to the same extent as is specified in the Land Donation Agreement. 9. 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. 10. 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. 11. 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. ATTY/AGR/2024.193.1—AFFORDABLE HOUSING LAND DONATION AGREEMENT—EXHIBIT E —ASSIGNMENT & ASSUMPTION AGR REV: 10-22-24 VR Page 2 of 4