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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 /> Page 39 <br /> Exhibit B <br /> 5 53 94.00 10 1\43423 340.1 <br />