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1 . Assignment and Assumption. Original Owner hereby assigns all of its right, title and <br /> interest in and to the Covenant to Owner, and Owner hereby assumes and accepts all obligations <br /> of Owner arising pursuant to the Covenant commencing upon the recordation of this Amendment. <br /> 2. Amendments. <br /> a. Each reference in the Covenant to the "Agency" shall mean the City of Redwood <br /> City, a municipal corporation, in its capacity as the successor in interest to the <br /> housing assets of the former Redwood City Redevelopment Agency. <br /> b. The last two sentences of Section 3 of the Original Covenant (titled "NO <br /> TRANSFER"), are hereby amended and restated to read in full as follows: <br /> Notwithstanding the foregoing, Agency hereby approves the following <br /> transfers of interest: (i) the transfer of limited partner interests in Owner <br /> to an investor limited partner, and subsequent transfers of limited <br /> partner interests by the investor limited partner; (ii) the removal of the <br /> Owner's general partner and replacement with a nonprofit public <br /> benefit corporation reasonably acceptable to City, or the temporary <br /> replacement of the general partner with an affiliate of the investor <br /> limited partner for an interim period, provided that the subsequent <br /> permanent replacement general partner is reasonably acceptable to the <br /> Agency; (iii) the grant and exercise of an option and/or right of first <br /> refusal by the general partner of the Owner, provided the general <br /> partner is acceptable to the Agency in its reasonable discretion; (iv) the <br /> execution of residential leases, and (v) the execution of a commercial <br /> master lease with Mid-Peninsula New Communities, Inc. (or any other <br /> affiliate controlled by MidPen Housing Corporation) and the execution <br /> of commercial subleases thereunder. <br /> c. Section 8 of the Original Covenant is hereby amended and restated to read in full <br /> as follows: <br /> 8. DURATION. The covenants contained in paragraph 1 of this <br /> Covenant shall be deemed to run with the land in accordance with Section <br /> 33334.3(f) of the Health and Safety Code or any successor statute and shall <br /> remain in effect until the later of (i) the date which is 57 years from the date <br /> of recordation of the Assignment and First Amendment to Affordable <br /> Housing Covenant, and (ii) December 1 , 2072. The covenants against <br /> discrimination contained in paragraphs 5 and 6 of this Covenant shall be <br /> deemed to run with the land. <br /> d. The last sentence of Section 1 .B of the Original Covenant regarding preferences in <br /> leasing units is hereby deleted in its entirety. <br /> 3 . Full Force and Effect. Except as set forth in this Amendment, the Covenant remains <br /> unmodified and in full force and effect. <br /> ATTY/AGR/2016.151/RWC-CITY CENTER-AMEND COVENANT <br /> REV: 06-22-16 VR <br /> OAK #4816-5393-4387 vl <br /> Page 2of7 <br />