AgdaPkt 2015-11-09 Closed and Joint SA PFA

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ATTY/AGR/2015/AMENDMENTS/AMEND NO.1 – OMNIBUS LOAN DOCUMENTS CITY CENTER PLAZA REV: 10-23-15 VR OAK #4827-0422-4297 v2 Page 12 of 24 NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, it is hereby declared, understood and agreed as follows: 16. Assignment and Assumption. Original Trustor hereby assigns all of its right, title and interest in and to the Deed of Trust to Trustor, and Trustor hereby assumes and accepts all obligations of Trustor arising on or after the recording. 17. Secured Obligation. The secured “Note” is now that certain Amended and Restated Developer Note from Trustor to Beneficiary, dated ______________, 2016 in the principal amount of Three Hundred Seventy One Thousand Seventy Six Dollars ($371,076), which represents the remaining balance of the One Million Four Hundred Forty Five Thousand Dollars ($1,445,000) promissory note referenced in the Original Deed of Trust. Terminating Beneficiary, which no longer holds any obligation secured by the Deed of Trust, hereby releases and terminates its right, title and interest in, to and under the Deed of Trust. 18. Amendment. The last sentence of Original Deed of Trust Article II is hereby amended to read in full as follows: Notwithstanding the foregoing, Beneficiary hereby approves the following transfers of interest in Trustor: (i) the transfer of limited partner interests in Beneficiary to an investor limited partner and subsequent transfers of limited partner interests by the investor limited partner for the purpose of syndicating low income housing tax credits for the Mortgaged Property; (ii) the removal of the Trustor’s general partner and replacement with an affiliate of the investor limited partner or a nonprofit public benefit corporation acceptable to the Beneficiary in its reasonable discretion; and (iii) the grant and exercise of an option and/or right of first refusal by the general partner of the Trustor, provided the general partner is acceptable to the Beneficiary in its reasonable discretion. 19. Full Force and Effect. Except as set forth in this Amendment, the Deed of Trust remains unmodified and in full force and effect. 20. Successors and Assigns. This Amendment is binding on and inures to the benefit of the legal representatives, heirs, successors and assigns of the parties. 21. California Law. This Amendment is governed by and construed in accordance with the laws of the State of California. 22. Counterparts. This Amendment may be signed by the different parties hereto in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement. 6.3.A. - Page 20