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b. To the best of the Assignor's knowledge, as of the date hereof, there exists no event of default under the Restrictive Covenant 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 6.27 of the Restrictive Covenant Agreement. The City further agrees pursuant to Section 6.15 of the Restrictive Covenant Agreement that the Restrictive Covenant Agreement is hereby amended by this written instrument which has been executed and acknowledged by each of the parties hereto and duly recorded in the Official Records. 6. Notices. All correspondence and notices given or required to be given to Assignor under the Restrictive Covenant 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 Restrictive Covenant 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 Restrictive Covenant Agreement or this Agreement to any current or future financing or deeds of trust. 8. Indemnification. To the full extent permitted by law, Assignor and Assignee shall indemnify, defend at their own expense, and hold the City and its elected officials, officers, employees and agents in their official capacity (collectively "City Indemnitees") harmless against all loss, all risk of loss and all damage (including expense) sustained or incurred because of or by reason of any and all claims, demands, suits, actions, judgments and executions for damages of any and every kind and by whomever and whenever made or obtained, allegedly caused by, arising out of or relating in any manner to Affordable Development, Assignor and Assignee's performance or non-performance under this Agreement, and shall protect and defend the City Indemnitees, and any of them with respect thereto, except to the extent arising from the gross negligence or willful misconduct of the City Indemnitees. Each Party shall notify the other Party immediately in writing of any claim or damage related to activities performed under this Agreement. The Parties shall cooperate with each other in the investigation and disposition of any claim arising out of the activities under this Agreement, provided that nothing shall require either Party to disclose any documents, records or communications that are protected under the attorney-client privilege or attorney work product privilege. It being further understood by the parties that the Assignor shall continue to be responsible to indemnify the City and Indemnitees pursuant to Section 7.6 of the ATTY/AGR/2024.193.1— AFFORDABLE HOUSING LAND DONATION AGREEMENT —EXIT I BIT G — RESTRICTIVE COVENANTS AGR REV: 10-22-24 VR Page 33 of 41