KOTTINGER GARDENS PHASE 1 - AFFORDABLE HOUSING LOAN AGMT

ASSIGNMENT, ASSUMPTION AND MODIFICATION AGREEMENT This Assignment, Assumption and Modification Agreement (the "Agreement") is entered into as of March 1, 2016, by and among MidPen Housing Corporation, a California nonprofit public benefit corporation ("Assignor"), Kottinger Gardens Phase 1 Associates, L.P., a California limited partnership("Assigns"), and the City of Pleasanton, a municipal corporation (the "City"), with reference to the following facts: A. The City made a loan in the original amount of$450,000 (the "HOME Loan") to Assignor pursuant to a HOME Investment Partnerships Program Agreement dated as of October 24, 2014 (the "HOME Loan Agreement") and a Promissory Note dated October 24, 2014 (the "HOME Note", and together with the HOME Loan Agreement, the "HOME Loan Documents") to be used in connection with Assignor's proposed demolition of existing improvements and development of a new affordable senior housing development consisting of 131 apartments and related improvements (the "Project"), on the real property located in the City of Pleasanton, Alameda County, California, at 240 — 258 Kottinger Drive, known as Alameda County Assessor Parcel Nos. 094-0095-033-03, 094-0095-017, and a portion of 094-0095-034(the"Property"). B. The City also made a loan to Assignor using City Low-Income Housing Funds to fund certain Project predevelopment expenses in the amount of Two Million Eight Hundred Thousand Dollars ($2,800,000) (the "Predevelopment LIHF Loan"). Assignor's obligation to repay the Predevelopment LIHF Loan is evidenced by a Predevelopment Promissory Note dated as of November 22, 2013 (the "Predevelopment LIHF Note"). C. Assignee was formed to develop, own and operate the Project. City and Assignee intend to enter a ground lease, pursuant to which Assignee will lease the Property from the City for 75 years and develop, own, and operate the Project. D. In connection with the Project, Assignor desires to assign to Assignee all of Assignor's right, title, interest and obligations under the HOME Loan Documents, and Assignee desires to accept such assignment and assume such obligations. Following such assignment, Assignee and the City desire to amend certain provisions of the HOME Loan Documents as set forth herein. E. In addition, Assignor desires to partially assign to Assignee Assignor's right, title, interest and obligations under the Predevelopment LIHF Note. Concurrently herewith, Assignee and City will enter into an Affordable Housing Loan Agreement (the "New LIHF Loan Agreement") and Assignee will execute a new promissory note (the "New LIHF Note"). The New LIHF Loan Agreement will govern $2,627,915.86 of the funds disbursed pursuant to the Predevelopment LIHF Loan (plus $28,648.81 in accrued interest) and an additional amount of City Low-Income Housing Funds to be provided by City to Assignee for the Project(collectively, the "New UHF Loan"). The $2,627,915.86 of Predevelopment LIHF Loan outstanding principal plus $28,648.81 in accrued interest being assigned to Assignee pursuant to this Agreement shall be referred to herein as the "Phase 1 Portion of the Predevelopment LIHF Loan." The New LIHF Note will evidence Assignee's obligation to repay the Phase 1 Portion of the Predevelopment 1