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and delivery of the New LIHF Note, City shall have no obligation to disburse additional funds <br /> pursuant to the Predevelopment LIHF Loan or the Predevelopment LIHF Note. <br /> 6. Consent to Assignment. The City hereby consents to the assignment of the HOME Loan <br /> Documents and the Phase 1 Portion of the Predevelopment LIHF Loan from Assignor to <br /> Assignee and hereby releases Assignor from all obligations imposed under the HOME Loan <br /> Documents and the Phase 1 Portion of the Predevelopment LIHF Loan effective upon Assignee's <br /> assumption of such obligations. City acknowledges and agrees that as of the date of this <br /> Agreement, Assignor is not in default under the HOME Loan Documents or the Predevelopment <br /> LIHF Note. <br /> 7. Assignor Representations. Assignor represents and warrants to City and Assignee that: <br /> (i)Assignor has the power and authority to execute, deliver and perform its obligations under this <br /> Agreement; (ii)the execution, delivery and performance of this Agreement do not violate any <br /> rule, regulation, statute, law, order, decree,judgment or the like, or any agreement or instrument <br /> to which Assignor is a party, and Assignor is not in breach or default under the HOME Loan <br /> Documents or the Predevelopment LIHF Note; (iii) Assignor has no defenses, setoffs,claims, <br /> counterclaims or causes of action of any kind or nature against City relative to the HOME Loan <br /> Documents, the Predevelopment LIHF Note, 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 HOME Loan Documents, the New LIHF Loan Agreement and this <br /> Agreement; (iii)the execution, delivery and performance of the HOME Loan Documents,the <br /> New LIHF Loan Agreement, and this Agreement do not violate any rule, regulation, statute, law, <br /> order, decree,judgment or the like, or any agreement or instrument to which Assignee is a party, <br /> and Assignee is not in breach or default under any lease or other agreement to which it is a party; <br /> (iv)Assignee has no defenses, setoffs, claims, counterclaims or causes of action of any kind or <br /> nature against City; (v)Assignee has not received any notice from any governmental agency <br /> relating to any alleged violation of law, ordinance,rule or regulation; (vi) Assignee shall comply <br /> with all of the terms and provisions of the HOME Loan Documents; and (vii)Assignee has not <br /> filed, and currently has no intention to file, for any bankruptcy or debtor relief, and Assignee is <br /> not insolvent. <br /> 9. Amendments to Loan Documents. The HOME Loan Documents shall be amended as <br /> follows: <br /> a) Notwithstanding anything to the contrary contained in the HOME Loan <br /> Documents,whenever City delivers any notice of default under the HOME Loan Documents, <br /> City shall concurrently deliver a copy of such notice to MUFG Union Bank,N.A. (the "Investor <br /> Limited Partner") at the notice address provided herein, and Investor Limited Partner shall have <br /> the same rights to cure defaults under the HOME Loan Documents as are provided to Investor <br /> Limited Partner under Section 10.9 of the New LIHF Loan Agreement. <br /> 3 <br />