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2. Relationship of the Parties. The parties expressly acknowledge and declare that the <br /> relationship between Assignor and Lender is a debtor/creditor relationship. Furthermore, the <br /> parties expressly acknowledge and declare that the subject of the Loan Agreement is a loan of <br /> funds (the "Loan")for a specified purpose and such Loan Agreement does not constitute or create <br /> a joint venture or a partnership with respect to Lender. Such Loan does not constitute convertible <br /> debt and does not give Lender any rights to participate in the management of or profit from the <br /> Project, Assignor, or Assignee, except for certain limited rights Lender has under the Loan <br /> Agreement and the Note solely in its capacity as a creditor. <br /> 3. Nonrecourse Loan. The Loan is a nonrecourse obligation of Assignor and will be a <br /> nonrecourse obligation of Assignee. Neither Assignee, nor its manager or any of its members, <br /> nor any other party shall have any personal liability for repayment of the Loan. The sole recourse <br /> of Lender under the Loan Agreement for repayment of the Loan shall be the exercise of its rights <br /> against the Property and the related security thereunder. <br /> 4. Assignment and Assumption. <br /> (a) Assignor hereby sells, transfers, assigns, grants, and conveys to Assignee all of its <br /> right, title, and beneficial interest existing as of this date in and under the Loan <br /> Agreement. <br /> (b) Assignee hereby expressly assumes and agrees to make punctual payment when <br /> due (whether on the stated dates, by acceleration, or otherwise) of (i) the principal of <br /> and interest on the Note, and (ii) all other payment obligations of Assignor under the <br /> Loan Agreement, subject to the nonrecourse provisions therein. <br /> (c) Assignee hereby expressly assumes and agrees to perform, observe, and confirm all <br /> the covenants, agreements, terms, conditions, obligations, duties, and liabilities of <br /> Assignor under the Loan Agreement and all other documents and instruments <br /> executed and delivered or furnished by Assignor in connection therewith. <br /> (d) From and after the effective date of this Assignment Agreement, any references in the <br /> City Loan Documents to Agency, borrower, grantor or owner shall be understood to <br /> mean Assignee. The address for notices to the Assignee shall be the address shown <br /> on the first page of this Assignment Agreement, until changed by written notice to the <br /> Lender under the City Loan Documents (provided that the investor limited partner's <br /> notice address will remain as set forth under the Loan Agreement). <br /> (e) Lender hereby releases and forever discharges Assignor from all liabilities and <br /> obligations concerning said City Loan Documents arising subsequent to the date of <br /> this Assignment Agreement and agrees to look solely to Assignee for satisfaction of <br /> all such payments, liabilities and obligations under the City Loan Documents; provided <br /> however, that this release and discharge shall have no effect if it is subsequently <br /> alleged that the Assignor engaged in fraud or misrepresentation that had the effect of <br /> harming the interests of the Lender or its HOME program. <br /> 5. Representations and Warranties of Assignee. In order to induce the Lender to <br /> continue the Loan Agreement and to consent to the assignment and assumption provided for <br /> herein, Assignee hereby represents to Lender that: <br />