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I . Assignment by Assignor. Assignor hereby assigns to Assignee all of Assignor's right, title, interest and obligations under the following documents (collectively, the "Assigned Agreements "): That certain unrecorded Owner Participation Agreement Between the Redevelopment Agency of the City of San Leandro and Citizens Housing for the Acquisition of the Property at 15320 Tropic Court, dated as of May 6, 2002 and executed by and between Agency and CHC, as amended by that certain Amendment No. 1 to the Owner Participation Agreement between the Redevelopment Agency of the City of San Leandro and Surf Housing Associates, L.P. for Acquisition of Apartment Building at 15320 Tropic Court, dated as of November 17, 2003 and executed by and between the Agency and Assignor (as so amended, the "OPA "); ii. That certain unrecorded Secured Promissory Note dated as of May 6, 2002, executed by CI -IC for the benefit of Agency in the original principal amount of Three Hundred Thousand Dollars ($300,000) (the "Note "); iii. That certain Deed of Trust dated as of May 6, 2002, executed by CI-IC as Trustor for the benefit of Agency and recorded in the Official Records on June 13, 2002 as Instrument No. 2002- 261093; and iv. That certain unrecorded Affordability Agreement dated as of November 17, 2003 and executed by and between Agency and CI -IC (the "Regulatory Agreement "). 1.1 Additional Assignment. Assignor hereby assigns to Assignee all of Assignor's right, title, interest and obligations under the Estoppel Agreement. 2. Acceptance of Assignment. Assignee hereby accepts the assignment described in Sections I and 1. I, and agrees to perform all covenants, agreements and obligations of Assignor under the Estoppel Agreement and under the Assigned Agreements (as previously assumed by Assignor from CHC pursuant to the CHC Assignment Agreement), including without limitation, the obligation to repay to Agency 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 Agency as follows. Assignor acknowledges that Assignee and Agency shall rely upon Assignor's representations made herein notwithstanding any investigation made by or on behalf of Assignee or Agency. (i) No Prior Assignment. Assignor has not previously assigned, pledged or otherwise transferred any of the Assigned Agreements or the Estoppel Agreement or any of Assignor's rights or obligations under any of the Assigned Agreements or the Estoppel Agreement, except pursuant to the CI -IC 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 1725548.4 2