Agmt 2015 San Leandro Successor Agency (2)

Home

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