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That certain unrecorded Loan Agreement for the Use of HOME Funds for Acquisition of the Housing Units Located at 15320 Tropic Court, San Leandro, executed in May 2002 by and between City and CHC; ii. That certain unrecorded Secured Promissory Note dated as of May 6, 2002, executed by CI -IC for the benefit of City in the original principal amount of Seven Hundred Thousand Dollars ($700,000) (the "Note "); iii. That certain Deed of Trust dated as of May 6, 2002, executed by CHC as Trustor for the benefit of City and recorded in the Official Records on June 13, 2002 as Instrument No. 2002 - 261092; and iv. That certain Regulatory Agreement between City of San Leandro and Citizens' Housing Corporation, executed by and between City and CHC and recorded in the Official Records on June 13, 2002 as Instrument No. 2002 - 261091, as amended by that certain Amendment No. I to the Regulatory Agreement dated as of November 17, 2003, executed by and between the City and Assignor, and recorded in the Official Records on January 12, 2004 as Instrument No. 2004 - 013762 (as so amended, the "Regulatory Agreement "). 2. Acceptance of Assignment. Assignee hereby accepts the assignment described in Section 1, and agrees to perform all covenants, agreements and obligations of Assignor under the Assigned Agreements (as previously assumed by Assignor from Cl -IC pursuant to the CHC Assignment Agreement), including without limitation, the obligation to repay to City all sums payable pursuant to the Note, and the obligation to maintain Project affordability pursuant to the Regulatory Agreement. 3. Assignor's Representations. Assignor represents and warrants for the benefit of Assignee and City as follows. Assignor acknowledges that Assignee and City shall rely upon Assignor's representations made herein notwithstanding any investigation made by or on behalf of Assignee or City. (i) No Prior Assignment. Assignor has not previously assigned, pledged or otherwise transferred any of the Assigned Agreements or any of Assignor's rights or obligations under any of the Assigned Agreements, except pursuant to the CHC Assignment Agreement. (ii) Authority. Assignor is a limited partnership, duly organized under the laws of the State of California. Assignor's managing general partner is Surf Apartments, LLC, a limited liability company duly organized and in good standing under the laws of the State of California and whose sole member is Citizens Housing Corporation, a California nonprofit public benefit corporation. Assignor has the full right, power and authority to undertake all obligations of Assignor as provided herein, and the execution, performance and delivery of this Agreement by Assignor has been duly authorized by all requisite actions. The persons executing this Agreement on behalf of Assignor have been duly authorized to do so. This Agreement constitutes a valid and binding obligation of Assignor, enforceable in accordance with its terms. Assignor assumed all obligations of CHC under each of the Assigned Agreements pursuant to 1725194.3 2