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Agency Deed of Tnist are hereinafter collectively referred to as the "Agency Loan Documents." D. Assignor is also a party to that certain Loan Agreement entered into by and between the Assignor and the City, dated as of May 3, 2006, and amended by a First Amendment thereto dated as ofJune 16, 2009 (collectively, the "City Loan Agreement "), pursuant to which Assignor executed that certain Promissory Note dated as of April 26, 2006 in the original principal amount of One Million One Hundred Thousand and 67/100 Dollars ($1,100,000.67) (the "Original City Note") and that certain additional Promissory Note in the original principal amount of Four Hundred Thousand Dollars ($400,000), dated as ofJune 16, 2009 (the "Additional City Note ") which Original City Note and Additional City Note are each secured by that certain Deed of Trust (the "City Deed of Trust ") entered into as of April 26, 2006, and recorded in the Official Records on May 5, 2006, as Instrument No. 2006181158. The City Loan Agreement, Original City Note, Additional City Note and City Deed of Trust are hereinafter collectively referred to as the "City Loan Documents." E. Pursuant to Article VI of the OPA, Agency's prior written consent is required for Assignor's Transfer of the Property, the Project, the Improvements, or the OPA, as set forth therein and as expressly permitted in the Regulatory Agreement pursuant to the conditions set forth therein. P. Pursuant to Section 8.2 of the Regulatory Agreement, Agency shall not withhold its consent to a Transfer from Assignor to a Controlled Affiliate subject to satisfaction of the conditions set forth therein, including, without limitation, the proposed transferee's assumption of Assignor's obligations under the Regulatory Agreement. G. Pursuant to the Agency Loan Documents and the City Loan Documents, the written consent of Agency and City, respectively, is required for the assignment of Assignor's obligations thereunder. 1 -1. Assignee is a limited liability company in which Assignor is the sole member and manager and a Controlled Affiliate of Assignor. 1. Assignor desires to assign to Assignee all of its rights, title, and interests in the OPA, the Regulatory Agreement, the Agency Loan Documents and the City Loan Documents (collectively, the "Project Documents "), and Assignee desires to accept such assignment and to assume in full the Assignor's duties and obligations under the Project Documents. TERMS Based on the foregoing Recitals, in consideration of the covenants, agreements contained herein, and for other good and valuable consideration, the receipt of which are hereby acknowledged, Assignor and Assignee hereby agree as follows: 1. Assignment. The Assignor hereby grants, transfers and assigns to Assignee all of Assignor's rights, title and interests in and obligations under the Project Documents, and each of them. 1339230 -2 2