Assignment, Assumption and Consent to Transfer Real Property between CASA, a non-profit corporation, and Chrysalis for Mental Health Foundation, Inc.

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Declaration of Restrictive Covenants, the Development Agreement, the Deed of Trust and the Note; and Whereas EmPOWERment desires to accept the transfer of property from CASA subject to the requirements of the Declaration of Restrictive Covenants, the Development Agreement and the County Housing Bond Program; Whereas EmPOWERment desires to accept from CASA the assignment of the obligations of CASA contained in the Deed of Trust and the Note; and Whereas Orange County consents to the transfer and acceptance of the transfer of Property subject to the requirements of the Declaration of Restrictive Covenants, the Development Agreement and the County Housing Bond Program along with the assignment of the obligations contained in the Deed of Trust and the Note; NOW THEREFORE, CASA a successor in interest to Chrysalis, a not for profit corporation does hereby: (1) give, transfer, assign, and deliver unto EmPOWERment, Inc., a not for profit corporation, and its successors, nominees and assignees all of its rights, title and interest, and all addenda modifications and amendments thereto in and to the Property described in EXHIBIT (2) assign and transfer to EmPOWERment, its obligations contained in the Declaration of Restrictive Covenants, the Development Agreement, the Deed of Trust and the Note, and the obligation to pay money due and to become due upon the Note, with interest. Said assignment is subject to all terms and conditions found in the Deed of Trust, the Note, the Declaration of Restrictive Covenants, the Development Agreement, and all addenda, modifications and amendments thereto and shall remain in effect under this assumption and for any successor Assignor or any successor Assignee who shall assume all duties and obligations of the original borrower. IN WITNESS WHEREOF, the signatories below have caused this instrument to be signed in their corporate names by duly authorized officers. By execution hereof, Orange County specifically consents to the assignments to EmPOWERment contained herein. This the day of , 2016. [SIGNATURE PAGES TO FOLLOW]