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<br />hereinafter the “Agreements”) and Successor Agency desires to assign all rights and obligations <br />of Agency under the Agreements to Assignee, pursuant to the terms of this Assignment. <br />NOW, THEREFORE, in consideration of the premises and the mutual covenants herein <br />contained, the Parties hereby agree as follows: <br />1. Assignment of the Agreements. Agency hereby assigns, sets over and transfers to <br />Assignee all of its right, title and interest in, to and under the Agreements. <br /> <br />2. Assumption of Obligations Under the Housing Loan and Note. Assignee expressly <br />assumes and agrees to perform all obligations of the Successor Agency under the Housing Loan <br />and Note, whether initially arising before or after the date hereof. <br />3. Assumption of Deed of Trust. Assignee expressly assumes and agrees to perform all <br />obligations of the Successor Agency under the Deed of Trust, whether initially arising before or <br />after the date hereof. <br />4. Assumption of Regulatory Agreement. Assignee expressly assumes and agrees to <br />perform all obligations of the Successor Agency under the Regulatory Agreement, whether <br />initially arising before or after the date hereof. <br />5. Successor Agency Covenants. Agency hereby covenants that (i) the Agreements are in <br />full force and effect and (ii) no default exists under the Agreements which, with the passage of <br />time or the giving of notice or both, could become a default under the Agreements. <br /> <br />6. Miscellaneous. This Assignment constitutes the entire agreement the Parties with respect <br />to the subject matter hereof, and shall be interpreted and enforced in accordance with the laws of <br />the State of California. In any action to enforce or interpret this Assignment, the prevailing party <br />shall be entitled to the recovery of attorneys fees. This Assignment may not be modified or <br />amended except by a writing signed by all Parties to this Assignment. <br /> <br />7. Severability. If any term or provision of this Assignment or the application thereof to any <br />persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this <br />Assignment or the application of such term or provision to persons or circumstances other than <br />those as to which it is held invalid or unenforceable shall not be affected thereby, and each term <br />and provision of this Assignment shall be valid and enforced to the fullest extent permitted by <br />law. <br /> <br />8. Counterparts. This Assignment may be executed in counterparts, each of which shall be <br />an original and all of which counterparts taken together shall constitute one and the same <br />instrument. <br /> <br /> <br />[SIGNATURES ON THE FOLLOWING PAGE] <br />2524926.1 2