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6.B. - Page 5 of 46 of Trust"). The Original HOME Loan Agreement, the Original Note, and the Original Deed of Trust are collectively referred to herein as the "Original HOME Loan Documents." B. In connection with Assignor's acquisition of the Property, Assignor assumed all of HHDC's rights and obligations under the Original HOME Loan Documents. C. Assignee has acquired, or will acquire, from Assignor, fee title to the Property and the improvements located thereon. D. Assignee intends to rehabilitate the existing 36 -unit multifamily residential development located on the Property and construct certain new improvements including a community building (collectively, the "Project"). In connection therewith, Assignor desires to assign to Assignee all of Assignor's rights and obligations under the Original HOME Loan Documents, and Assignee desires to accept such assignment and assume such obligations. In addition, Assignor, Assignee, and City have agreed to modify the terms of the Original HOME Loan Documents to extend the maturity date, modify the interest rate, and modify certain other provisions as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Assignment and Assumption. Effective as of the date this Agreement is recorded in the Official Records of San Mateo County ("Effective Date"), Assignor hereby assigns to Assignee all of Assignor's rights and obligations under the Original HOME Loan Documents. Assignee hereby accepts the foregoing assignment and assumes all of the rights and obligations of Assignor under the Original HOME Loan Documents, including without limitation, the obligation to repay to City all amounts owed pursuant to the Original Note. Commencing upon the Effective Date, all references to Assignor in the Original HOME Loan Documents shall be deemed references to Assignee. 2. City Consent; Acknowledgement of No Default. City hereby acknowledges its consent to Assignee's acquisition of the Property and the Project, and its consent to the assignment and assumption of the Original HOME Loan Documents as set forth herein. City acknowledges that as of the Effective Date, no event has occurred and is continuing which would constitute a default, and no event has occurred and is continuing which with notice or the passage of time or both, would be an event of default, under any of the Original HOME Loan Documents. 3. Original Loan Proceeds. The parties each acknowledge and agree that: (i) prior to the date of this Agreement, all proceeds of the Original HOME Loan have been disbursed, and (ii) City has no obligation to disburse additional funds to Assignor or to Assignee pursuant to the Original HOME Loan Documents. 4. Modification of Loan Terms. The parties agree that as of the Effective Date, the terms of the Original HOME Loan shall be modified as follows: (i) the interest rate for the Original HOME Loan shall be the long-term Applicable Federal Rate (AFR) compounding annually as published Page 2 of 12 ATTY/DOCS-AGR/2019.120 REDWOOD OAKS ASSOCIATION II LP —ASSIGNMENT, ASSUMPTION, AND LOAN MODIFICATION AGREEMENT REV: 05-10-19 DZ 33