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2. Assumption. Assignee hereby: (i) accepts the assignment of all of Assignor's rights, title and interests in and to the Project Documents, and each of them; (ii) assumes in full the Assignor's obligations, duties, covenants, rights and agreements under the Project Documents, and each of them; and (iii) agrees to perform the obligations, covenants and duties of the Assignor under the Project Documents, and each of them, as if Assignee were the original party to them. 3. References and Notices in the OPA. The parties hereto agree that from and after the Effective Date, all references to "Alameda County Allied Housing Program, a California nonprofit benefit corporation" contained in the Project Documents, and each of them, shall be deemed to refer to Assignee and its permitted successors and assigns. Furthermore, all notices to be given to Assignor pursuant to the Project Documents, and each of them, shall be sent to Assignee as follows: Mission Bell Supportive Housing LLC c/o Allied Housing 40849 Fremont Blvd. Fremont, CA 94538 • Attention: Louis Chicoine, Executive Director 4. Consent. By the signature of the Agency's and the City's authorized representatives below, the Agency and the City approve the assignment and assumption set forth in this Agreement. Nothing in this Agreement is intended to or shall establish the Agency or the City as a partner or co- venturer with Assignor or with Assignee. 5. Binding Effect. This Agreement is binding upon and will inure to the benefit of the parties hereto, their successors and assigns. 6. Attorneys' Fees: Enforcement. If any party commences an action to enforce or defend any provision of this Agreement, the prevailing party or parties shall be entitled to costs and reasonable attorneys' fees. 7. Invalidity. Any provision of this Agreement which is determined by a court to be invalid or unenforceable shall be deemed severed herefrom, and the remaining provisions shall remain in full force and effect as if the invalid or unenforceable provision had not been a part hereof. 8. Headings. The headings used in this Agreement are for convenience only and shall be disregarded in interpreting the substantive provisions of this Agreement. 9. Counterparts. This Agreement may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. 10. Third -Party Rights. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto and their respective successors and assigns, any rights or remedies. • 1339230-2 3