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B. Assignor desires to transfer all of Assignor's interest in the Affordable <br />Development and to assign to Assignee its rights, duties and obligations under the Restrictive <br />Covenant Agreement and Assignee desires to accept and assume each and all of the rights, duties, <br />and obligations of the Assignor under the Restrictive Covenant Agreement. <br />C. Pursuant to Section 6.27 of the Restrictive Covenant Agreement, the Assignor may <br />without the consent of the City, assign all of its right, title, interest and obligations under the <br />Restrictive Covenant Agreement to a single purpose entity in which Assignor is a general partner, <br />provided that such assignee shall assume in writing all of Assignor's obligations under the <br />Restrictive Covenant Agreement. <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. Assi nment. 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 />Restrictive Covenant Agreement ("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 Restrictive Covenant Agreement 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 Restrictive Covenant Agreement to the Assignor shall hereafter be deemed <br />to be references to the Assignee. <br />4. Representation and Warranty of Assignor. Assignor represents and warrants to the <br />City and Assignee that: <br />a. That Assignee is a limited partnership in which Assignor is the general <br />partner and that through this Agreement the Assignee shall assume in <br />writing all of Assignor's obligations under the Restrictive Covenant <br />Agreement; and <br />ATTY/AGR/2024.193.1— AFFORDABLE HOUSING LAND DONATION AGREEMENT — EXHIBIT G — RESTRICTIVE COVENANTS AGR <br />REV: 10-22-24 VR <br />Page 32 of 41 <br />