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ATTACHMENT 3 into that certain Real Estate Purchase and Sale Agreement for the Property dated as of , 2011 ( "Purchase and Sale Agreement "), attached hereto as Exhibit B. G. Paragraph 16 of the Purchase and Sale Agreement allows its assignment by Agency to another party provided such assignee assumes all of Agency's obligations and liabilities under the Purchase and Sale Agreement arising after the date of the assignment, and Seller is provided notice of such assignment. H. Agency desires to assign to City, and City desires to assume from Agency, all of Agency's rights and obligations under the Purchase and Sale Agreement in order to ensure the use of the Property for Affordable Housing Purposes consistent with the requirements of the CRL and the provisions of the Redevelopment Plan. I. This Agreement is in addition to, and does not supersede any other cooperative, repayment or reimbursement agreements entered into between the City and the Agency. NOW, THEREFORE, the parties hereto do mutually agree as follows: 1. INTRODUCTORY PROVISIONS The recitals above are an integral part of this Agreement and set forth the intentions of the parties and the premises on which the parties have decided to enter into this Agreement and are incorporated into the terms and conditions of this Agreement. Terms used but not defined herein shall have the meaning provided in the Purchase and Sale Agreement. 2. ASSIGNMENT AND ASSUMPTION Agency hereby assigns and transfers to the City, and the City hereby accepts and assumes all of Agency's rights and obligations, as Buyer, under the Purchase and Sale Agreement by and between Agency and Seller. The Purchase and Sale Agreement provides for the purchase and sale of the Property by Seller to Agency. Agency represents and warrants to the City that, subject to the consent of Seller whose consent is being obtained concurrently herewith, the Purchase and Sale Agreement is unconditionally assignable to the City, and no previous pledge, transfer or assignment of Agency's rights or interest in or to the Purchase and Sale Agreement has been made. 3. AGENCY FUNDING OF PURCHASE PRICE AND CITY DUE DILIGENCE COSTS Notwithstanding the assignment and assumption accomplished pursuant to Paragraph 2 above, Agency shall fund the deposit of the Purchase Price for the Property into Escrow as described in Paragraph 3 of the Purchase and Sale Agreement. In addition to the deposit of the Purchase Price, prior to Closing, Agency shall pay or reimburse City for all costs incurred by City in connection with its due diligence ATTY /AGR/2011.016 /CITY AGENCY ASSINGMENT AND ASSUMPTION AGREEMENT DOCKTOWN 030211 2