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iM;: <br />City may, at its option, assign its rights hereunder without obtaining the consent of Homebuyer. <br />21. HOMEBUYER ASSIGNMENT PROHIBITED. <br />In no event shall Homebuyer assign or transfer any portion of this Agreement without the prior <br />express written consent of City, which consent shall be given by City only in the event that City <br />determines that the assignee or transferee is an Eligible Household, that the assignee's or <br />transferee's monthly housing payments are at an Affordable Housing Cost, and that the assignee <br />or transferee has expressly assumed this Agreement by execution of a written assignment <br />document to be provided by City and recorded against the Property, or execution of new <br />instruments by the transferee. This section shall not affect or diminish City's right to assign all or <br />any portion of its rights hereunder. <br />22. NOTICES. <br />Any notices, requests or approvals given under this Agreement from one party to another may be <br />personally delivered or deposited with the United States Postal Service for mailing, postage <br />prepaid, registered or certified mail, return receipt requested to the following address: <br />To Homebuyer: At the property address. <br />To City: City of Santa Ana <br />20 Civic Center Plaza <br />Santa Ana, CA 92702 <br />Attn: City Clerk <br />Either party may change its address for notice by giving written notice thereof to the other <br />party. <br />23. ATTORNEYS' FEES AND COSTS. <br />In the event that any action is instituted to enforce payment or performance under this Agreement, <br />the parties agree the non -prevailing party shall be responsible for and shall pay all costs and all <br />attorneys' fees incurred by such prevailing party in enforcing this Agreement. <br />24. ENTIRE AGREEMENT. <br />This Agreement, together with the City Promissory Note and City Deed of Trust, and all <br />attachments thereto and hereto, constitutes the entire understanding and agreement of the parties. <br />This Agreement integrates all of the terms and conditions mentioned herein or incidental thereto, <br />and supersedes all prior negotiations, discussions and previous agreements between the City and <br />Homebuyer concerning all or any part of the subject matter of this Agreement. <br />Exhibit B <br />Page 39 <br />5 53 94.00 10 1 \43423340.1 <br />