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11/09/2015 6.3.A. - Page 27 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 a�reed as follows: 23. Assignment and Assumption. Original Owner hereby assigns all of its right, title and � interest in and to the Covenant to Owner, and Owner hereby assumes and accepts all obligations of Owner arising on or after the recording. 24. Amendments. a. The last two sentences of Section 3, NO TRANSFER, are hereby amended and restated to read in full as follows: Notwithstanding the foregoing, Agency hereby approves the following transfers of interest in Owner: (i) the transfer of limited partner interests in Agency 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 Site; (ii) the removal of the Owner's general partner and replacement with an affiliate of the investor limited partner or a nonprofit public benefit corporation acceptable to the Agency 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 Owner, provided the general partner is acceptable to the Agency in its reasonable discretion. b. Section 8 of the Original Covenant is hereby amended and restated to read in full as follows: 8. DURATION. The covenants contained in paragraph l of this Covenant shall be deemed to run with the land in accordance with Section 33334.3(� of the Health and Safety Code or any successor statute and shall remain in effect until [insert later of(i) the date which is 57 years from 2he date of recordation of the deed of trust securing the approved Senior Loan, and (ii) December 1, 2072J. The covenants against discrimination contained in paragraphs 5 and 6 of this Covenant shall be deemed to run with the land. 25. Full Force and Effect. Except as set forth in this Amendment, the Covenant remains unmodified and in full force and effect. 26. Successors and Assi�. This Amendment is binding on and inures to the benefit of the legal representatives, heirs, successors and assigns of the parties. 27. California Law. This Amendment is governed by and construed in accordance with the laws of the State of California. 28. 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. ATTY/AGR/2015/AMENDMENTS/AMEND N0.1—OMNIBUS LOAN DOCUMENTS CITY CENTER PLAZA REV:10-23-15 VR OAK#4832-5708-5993 v2 Page 19 of 24 19 RESO.#15455 MUFF#455