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3 <br />Assignment and Modification –50k AH <br />operate 13 of the current market rate units for households at 60% of Area Median Income as such <br />units are vacated by the over income tenants. <br />6. Consent to Assignment. The City hereby consents to the assignment of the Loan <br />Documents from Assignor to Assignee and hereby releases Assignor from all obligations <br />imposed under the Loan Documents. <br />7. Assignor Representations. Assignor represents and warrants to City that: (i) Assignor has <br />the power and authority to execute, deliver and perform its obligations under this Agreement; (ii) <br />the execution, delivery and performance of this Agreement do not violate any rule, regulation, <br />statute, law, order, decree, judgment or the like, or any agreement or instrument to which <br />Assignor is a party, and Assignor is not in breach or default under the Loan Documents; (iii) <br />Assignor has no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature <br />against City relative to the Loan Documents or this Agreement; and (iv) Assignor has not <br />received any notice from any governmental agency relating to any alleged violation of law, <br />ordinance, rule or regulation. <br />8. Assignee Representations. Assignee represents and warrants to City that: (i) Assignee is <br />a duly organized, validly existing limited partnership in good standing under the laws of the State <br />of California; (ii) Assignee has the power and authority to execute, deliver and perform its <br />obligations under the Loan Documents and this Agreement; (iii) the execution, delivery and <br />performance of the Loan Documents and this Agreement do not violate any rule, regulation, <br />statute, law, order, decree, judgment or the like, or any agreement or instrument to which <br />Assignee is a party, and Assignee is not in breach or default under any lease or other agreement <br />to which it is a party; (iv) Assignee has no defenses, setoffs, claims, counterclaims or causes of <br />action of any kind or nature against City; (v) Assignee has not received any notice from any <br />governmental agency relating to any alleged violation of law, ordinance, rule or regulation; (vi) <br />Assignee shall comply with all of the terms and provisions of the Loan Documents; and <br />(vii) Assignee has not filed, and currently has no intention to file, for any bankruptcy or debtor <br />relief, and Assignee is not insolvent. <br />9. Reaffirmation of Loan Documents. Assignee hereby affirms and agrees that (i) the Loan <br />Documents constitute the valid, legally binding obligation of Assignee as of the date of this <br />Agreement, enforceable against Assignee in accordance with their terms, and (ii) City shall have <br />the right to exercise any and all remedies against Assignee, including actions to realize or collect <br />upon the security, that City would have had against Assignor but for this Agreement. Assignor <br />and Assignee shall not take any action of any kind, directly or indirectly, to oppose, impede, <br />obstruct, enjoin or otherwise interfere with the exercise by City of any of its rights and remedies <br />under the Loan Documents. <br />10. No Limitation of Remedies. Nothing in this Agreement is intended to limit any rights, <br />powers or remedies of Cityin enforcing the Loan Documents. Nothing herein shall constitute or be <br />construed as a waiver of any rights or remedies of Cityunder the Loan Documents, or at law or in <br />equity. The Loan Documents are hereby confirmed and ratified in all respects. <br />11. Miscellaneous. Notwithstanding anything to the contrary contained in the Loan