ACG Broadway @ 3214 Owner LLC 4/28/2022

ASSIGNMENT AND ASSUMPTION OF MULTIFAMILY HOUSING LIMITED PROPERTY TAX EXEMPTION AGREEMENT AND CERTIFICATE OF TAX EXEMPTION THIS ASSIGNMENT AND ASSUMPTION OF MULTIFAMILY HOUSING LIMITED PROPERTY TAX EXEMPTION AGREEMENT AN CERTIFICATE OF TAX EXEMPTION (this "Assignment") is dated and effective as of Li �2Q,2:OZ2 , 2022 ("Effective Date") and is by and among BROADWAY APARTMENTS @ 3214, LLC, a Delaware limited liability company ("Assignor") and ACG BROADWAY @ 3214 OWNER LLC, a Delaware limited liability company("Assignee"). RECITALS WHEREAS, the City of Everett ("City") and North Puget Sound Partners LLC and Cohoe Point LLC (collectively, "Applicant") entered into that certain Multifamily Housing Limited Property Tax Exemption Agreement/Conditional Certificate of Acceptance of Tax Exemption dated August 17, 2017, as amended by that certain Assignment, Assumption and Amendment Agreement of Multifamily Housing Limited Property Tax Exemption Agreement/Conditional Certificate of Acceptance of Tax Exemption dated October 31, 2019 (as amended, the "Exemption Agreement") with respect to the property located at 3214 Broadway Avenue and described on Exhibit B to the Exemption Agreement (the "Property"). Any ent shall have the meaningassigned to such e in this Assignment � used but not defined capitalized term g P term in the Exemption Agreement; and WHEREAS, on October 22, 2020, the City issued to Assignor the Certificate of Tax Exemption(the"Certificate")referenced in the Exemption Agreement; and WHEREAS, concurrently with Assignor's transfer of the Property to Assignee, Assignor wishes to assign and Assignee wishes to assume all of Assignor's rights and obligations under the Exemption Agreement and the Certificate pursuant to the terms and conditions set forth below: AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows: 1. Assignment and Assumption. (a) Assignor hereby assigns its right,title and interest in and obligations under the Exemption Agreement and the Certificate to Assignee. Copies of the Exemption Agreement and the Certificate are attached hereto as Exhibit A. (b) Assignee hereby assumes Assignor's right, title and interest in and obligations under the Exemption Agreement and the Certificate, and all other Assignor obligations as set forth in the City's Municipal Code, Chapter 3.78, Multifamily Housing ASSIGNMENT AND ASSUMPTION OF EXEMPTION AGREEMENT 1