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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 City in enforcing the Loan Documents. Nothing herein shall constitute or be
<br /> construed as a waiver of any rights or remedies of City under 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
<br /> Documents, the City agrees as follows:
<br /> 11.1 Any cure of any default made or tendered by one or more of Assignee's limited partners
<br /> shall be deemed to be a cure by Assignee and shall be accepted or rejected on the same basis as if
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<br /> Assignment and Modification—750k HOME
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