CITY COUNCIL REGULAR MEETING AGENDA PACKET

trustor for the benefit of City dated April 1, 1996 and recorded in the Official Records on April 25, 1996 as Instrument No. 96-101810 (the “Promenade HOME Loan”), and (ii) Case executed a promissory note for the benefit of City in the original principal amount of $2,016,576.00 for the benefit of City and executed a Deed of Trust for the benefit of City dated April 1, 1996 and recorded in the Official Records on April 25, 1996 as Instrument No. 96- 101808 (the “Case HOME Loan”). F. Assignor desires to convey the Project and Assignor’s leasehold interest in the Property to Assignee. In connection with such conveyance, Assignor and Assignee agree that all sums payable under the Development and Building Fee Loan, the Gap Loan, the Development Advance Loan, the Promenade HOME Loan and the Case HOME Loan (all of the following, collectively, the “Loan Obligations”) will be fully paid to City concurrently with the conveyance of the Project and Assignor’s leasehold interest in the Property to Assignee. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants contained herein and good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. 1. Incorporation of Recitals. The Parties acknowledge the truth of the foregoing Recitals, which by this reference are incorporated into this Agreement. 2. Assignment and Assumption of Ground Lease. Assignor agrees to assign to Assignee, and Assignee agrees to assume, all of Assignor’s rights and obligations under the Ground Lease. The Parties agree to execute and record in the Official Records an Assignment of Lease reflecting such assignment and assumption. 3. Loan Obligations. City’s consent to the assignment and assumption of the Ground Lease, the conveyance of the Project to Assignee, and the grant of the Option described in Section 5 below is expressly conditioned upon the payment in full of all Loan Obligations concurrently with the close of escrow for conveyance of the Project and the leasehold interest in the Property to Assignee. Assignor and City agree that in the aggregate, the current principal balance of the Loan Obligations is as follows: Obligor Outstanding Principal Balance Interest Accrued as of August 31, 2024 Total Payable as of August 31, 2024 Additional Daily Interest Payable on Principal Balance Commencing September 1, 2024 Case $766,063.00 $11,433.37 $777,496.37 $______ Promenade $231,999.00 $ 1,832.87 $233,831.87 $______ Total $998,062.00 $13,266.24 $1,1011,328.24 $______ Page 268 of 454