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11/09/2015 6.3.B. - Page 10 Housing Successor Agency is acknowledging that it is the holder and assignee of all of the former RDA's remaining right, title and interest in the Loan and each of the Loan Documents and Covenant. F. To assist in Borrower's rehabilitation of the Property, Borrower and Housing Successor Agency desire to amend the Loan Documents and Covenant to extend the Maturity Date of the Loan and Covenant, reflect the outstanding principal balance of the Loan following repayment of the General Funds Portion and make certain other modifications, as set forth herein. 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: 1. Assignments and Assumptions. Each of the Successor Agency and Housing Successor Agency hereby acknowledges that it has succeeded to all of the former RDA's right, title and interest in and to the General Portion and Low-Mod Housing Funds Portion of the Loan, respectively. Effective on payment of the General Portion of the RDA Loan, plus accrued and unpaid interest on the Loan, and delivery of the "New Note" (as defined below), (a) the Successar Agency hereby releases and terminates all of its right, title and interest in and to the Loan and Covenant, the Housing Successor Agency hereby (b) acknowledges that it the sole holder and transferee of the former RDA's remaining right, title and interest in and to the Loan and Covenant, and (c) the Successor Agency and Housing Successor Agency will surrender for cancellation the original Note. Original Borrower hereby assigns all of its right, title and interest in and to, and all remaining obligations under, the Loan and Covenant to Borrower, and Borrower hereby accepts the foregoing assignment and assumes all of the right, title and interest in and to, and remaining obligations under, the Loan and Covenant from Original Borrower. 2. Loan Amount. The outstanding principal amount of the Loan as of the date of this Amendment (taking into account payment of the General Funds Portion of the RDA Loan, plus accrued and unpaid interest on the Loan) is $371,076, which amount consists solely of the Low- Mod Fund Portion. The remaining portion of the Loan shall be paid as provided in the amended and restated promissory note from Borrower to the Housing Successor Agency, substantially in form attached hereto as Exhibit B ("New Note"), and all references in the Loan Documents to the principal amount of the Loan shall henceforth be deemed to refer to the amount of$371,076. 3. Maturity Date. As provided in the New Note, the Maturity Date of the Loan is hereby extended from January 17, 2028 to the later of(i) the date which is 57 years from the date of recardation of the deed of trust securing a senior construction loan, on terms consistent with those described in Section 4 below (the "Senior Loan") to Borrower, and(ii) December l, 2072. 4. Subordination of Loan to Senior Loan. Housing Successor Agency hereby agrees to subordinate the Loan and Loan Documents to the Senior Loan, when made, pursuant to one or more subordination agreements to be recorded in the Official Records, in form and substance acceptable to the Housing Successor Agency, provided the Senior Loan is consistent with the following: ATTY/AGR/2015/AMENDMENTS/AMEND N0.1—OMNIBUS LOAN DOCUMENTS CITY CENTER PLAZA REV:10-23-15 VR OAK#4834-8174-3401 v3 Page 2 of 24 3 RESO SA#15-02 MUFF#455