Laserfiche WebLink
4. Representation and Warranty of Assi nor. Assignor represents and warrants to the <br />City and Assignee that: <br />a. That Assignee is a limited liability company in which an affiliate <br />of Assignor is a member and that through this Agreement the Assignee shall assume in writing all <br />of Assignor's obligations under the Land Donation Agreement; 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 Land Donation Agreement and that there is no event that, with the <br />giving of notice, the passage of time, or both, would constitute an event of default. <br />5. Acknowledgement by Cid. The City acknowledges the assignment to, and <br />assumption of, the Assigned Obligations by the Assignee as consistent with Section 4.4 of the <br />Land Donation Agreement. The City further agrees pursuant to Section 7.10 of the Land Donation <br />Agreement that the Land Donation Agreement is hereby amended by this written instrument. <br />6. Notices. All correspondence and notices given or required to be given to Assignor <br />under the Land Donation Agreement, from and after the Effective Date, shall be provided to e <br />Assignee and shall be addressed as follows: <br />[Name of Assignee] <br />[Assignee's Address] <br />[City] CA, [Zip] <br />Attention: [Insert Name] <br />7. Subordination. The restrictions imposed under the Land Donation Agreement and <br />assigned under this Agreement are land use restrictions required to comply with the requirements <br />under the City's Affordable Housing Ordinance and California Government Code section 65915 <br />and may not be subordinated. The City has no intent or obligation to subordinate the Land <br />Donation Agreement or this Agreement to any current or future financing or deeds of trust. Nothing <br />in this Section 7 shall prohibit the City from executing subordination agreements as may be <br />requested by Affordable Developer in the manner provided for in the Land Donation Agreement. <br />S. Indemnification. To the full extent permitted by law, Assignor and Assignee shall <br />be obligated to indemnify the City according to the terms and conditions and to the same extent as <br />is specified in the Land Donation Agreement. <br />9. Further Acts. Each of the parties, upon the request of any other, agrees to perform <br />such further acts and to execute and deliver such other documents as are reasonably necessary to <br />carry out the provisions of this Agreement. <br />10. Attorneys' Fees. In the event of any litigation arising out of the subject matter of <br />this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs. <br />11. Inurement. This Agreement shall inure to the benefit of Assignor and Assignee, <br />and their respective successors, assigns, loan participants, parent corporations, subsidiaries, <br />affiliates, and successors -in -interest. <br />ATTY/AGR/2024.193.1—AFFORDABLE HOUSING LAND DONATION AGREEMENT— EXHIBIT E— ASSIGN MENT & ASSUMPTION AGR <br />REV: 10-22-24 VR <br />Page 2 of 4 <br />