HopeWorks Station Residential 5/1/2018 (2)

injunction, decree, rule, or regulation of any court or regulatory agency. No consent, order, authorization, or other approval of any governmental body or agency is required in order for Assignor to execute, deliver, and perform its obligations under this Assignment Agreement. (g) No event of default under the Loan Agreement, or event which with notice or the passage of time would constitute such an event of default, has occurred and is continuing. (h) The representations and warranties of Assignor in the Loan Agreement are true and correct in all material respects as of the date hereof. 7. Consent and Conditions. Lender hereby consents to the assignment by Assignor and the assumption by Assignee of the obligations under the Loan Agreement and Note as provided for above and in the Loan Agreement. Lender agrees that any right to cure granted under the City Loan Documents shall be available to Assignee and/or any member of Assignee. Lender agrees to provide notices as set forth in Section VII.H. of the Loan Agreement. 8. Further Assurances. At any time and from time to time, upon Lender's request, Assignee will promptly and duly execute and deliver any and all further instruments and documents and take such further action as Lender may deem reasonable and appropriate to effect the purposes of this Assignment Agreement, including (without limitation) the filing (at Assignee's expense) of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction in order to place on the public records notice of the effect of this Assignment Agreement. 9. Acknowledgments, Agreements, and Waivers. Assignor and Assignee acknowledge that the unpaid principal balance and interest accrued under the terms of the Note, if any, are validly outstanding and owing on the Note, subject to no defenses, offsets, or counterclaims through the date of this Assignment Agreement, and Assignee hereby waives any such defenses, offsets or counterclaims. Assignor and Assignee further acknowledge that the Lender has complied fully with all of its obligations to date under the City Loan Documents and that, except as stated herein, the City Loan Documents have not been modified or amended. 10. Survival of Representation and Warranties. All representations and warranties made in this Assignment Agreement and in any document, certificate, or statement delivered by Assignor and Assignee in connection herewith shall survive the execution and delivery of this Assignment Agreement. 11. Further Transfers. Nothing contained herein shall be construed as consent to any further transfer of any interest in the Property. 12. Successors and Assigns. This Assignment Agreement shall be binding upon Assignee and its successors and assigns and shall inure to the benefit of Lender and its successors and assigns; provided, however, that Assignee shall not have the right to assign any of its obligations or rights hereunder, except as expressly provided herein and in the Loan Agreement, without the prior written consent of Lender. 13. Governing Law. This Assignment Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Washington and applicable federal law.