Agmt 2009 Alameda Housing Associates LP (2)

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2. This Assignment Agreement is made to secure payment to the Agency of all sums now or hereafter owing under the Predevelopment Promissory Note dated as of the date hereof made by Assignor for the benefit of Agency, and any and all advances, modifications, extensions, renewals and amendments thereof. 3. Assignor hereby irrevocably appoints Agency as its attorney-in-fact (which agency is coupled with an interest) upon the occurrence of an Event of Developer Default under the Loan Agreement or upon Assignor's termination of the Loan Agreement pursuant to Section 4.1.2 (b) thereof, to demand, receive, and enforce any and all of Assignor's rights with respect to the Assigned Documents, and to perform any and all acts in the name of Assignor or in the name of the Agency with the same force and effect as if performed by Assignor in the absence of this Assignment Agreement. 4. Assignor agrees to obtain from each Contractor whose contract equals or exceeds Five Thousand Dollars ($5000) and deliver to Agency a duly executed Consent substantially in the form attached hereto as Exhibit B. 5. Assignor represents and warrants to Agency that no previous assignment of its respective rights or interest in or to any of the Assigned Documents has been made. So long as the Agency holds or retains any interest under the Loan Agreement or the Predevelopment Noie, Assignor agrees not to assign, sell, pledge, transfer, mortgage, or hypothecate its respective rights or interest in any of the Assigned Documents without prior written approval of the Agency; provided however, the Agency approves the Assignor's assignment of such rights and interests to Project lenders approved pursuant io the Financing Plan as it may be updated. 6. This Assignment Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, assigns, and successors-in-interest of Assignor and the Agency. 7. Unless an Event of Developer Default (as defined in the Loan Agreement) shall have occurred or Assignor terminates the Loan Agreement pursuant to Section 4.1.,2 (b) thereof, Assignor shall be entitled (subject to the provisions of Section 5 above) to enjoy and enforce all of its rights under the Assigned Documents. If such an Event of Developer Default or termination occurs and Agency gives written notice (an "Exercise Notice") to any Contractor who is a party to any Assigned Document, which Exercise Notice refers to this Assignment Agreement, states that an Event of Developer Default or termination has occurred, and states that Agency intends to exercise its rights under this Assignment Agreement, then the Agency shall be entitled thereafter to enjoy and enforce all of the rights of Assignor under such Assigned Document and shall become bound to perform all future obligations of Assignor thereunder, it being understood that in no event shall Agency be liable for payments or costs relating to any work which any Contractor has performed prior to the date of Agency's delivery of such Exercise Notice. Unless and until such Exercise Notice is given, Agency shall not be obliged to perform any of the obligations of Assignor under the Assigned Documents. 7210895-5 ~