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NOW THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged,the City, Original Borrower, and the New Borrower mutually agree as follows: Assignment by Original Borrower. Original Borrower hereby assigns to the New Borrower all of Original Borrower's rights,title, and interest in and obligations under the Loan Documents. Original Borrower hereby represents and warrants that as of the date of this Assignment(i)the Note and the Deed of Trust are in full force and effect and(ii)no default exists under the Note or the Deed of Trust which,with the passage of time or the giving of notice or both, could become a default under the Note or the Deed of Trust. Acceptance of Assignment and Assumption by the New Borrower. The New Borrower accepts the above assignment of Original Borrower's right,title and interest in, and assumes all obligations under the Loan Documents. Effective Date. This Agreement and the assignment and assumption described in this Agreement shall be effective as of the date of recordation of the grant deed conveying the Property from the Original Borrower to the New Borrower. Attorney's Fees' Enforcement. If any attorney is engaged by any party hereto to enforce or defend any provision of this Agreement,the prevailing party or parties shall be entitled to costs and reasonable attorneys' fees. California Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. Invalidity. Any provision of the 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. Headings. The headings used in this Agreement are for convenience only and shall be disregarded in interpreting the substantive provisions of this Agreement. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute one and the same instrument. Further Action. Each party to this Agreement shall execute and deliver such instruments,documents and other written information and take such other actions as another party may reasonably require in order to carry out the intent of the Agreement. This Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 2 535\36\1463435.1