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48'D-l9'D-9577.7

TRUST INDENTURE

between

CITY AND COUNTY OF SAN FRANCISCO as Issuer

and

U.S. BANK NATIONAL ASSOCIATION, as Trustee

relating to

$14,450,(XX) City and County of San Francisco

Multifamily Housing Revenue Bonds (A I i ce G ri ffi th Phase 4 Apartments P rqj ect),

Series 2017C

Dated as of August 1, 2017

EXECUTION COPY

Section 1.01. Section 1.02.

Section 2.01. Section 2.02.

Section 3.01. Section 3.02. Section 3.03. Section 3.04. Section 3.05. Section 3.06. Section 3.07. Section 3.08. Section 3.09. Section 3.10. Section 3.11. Section 3.12.

Section 4.01. Section 4.02.

Section 4.03. Section 4.04. Section 4.05. Section 4.06. Section 4.07. Section 4.08.

48'D-l9'D-9577.7

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND CONSTRUCTION

Definitions. ....................................................................................................... 3 Construction ................................................................................................... 15

ARTICLE II REPRESENTATIONS AND COVENANTS OF THE ISSUER

R ep-esentati ons by the Issuer ......................................................................... 1 5 Ccwenants of the Issuer .................................................................................. 16

ARTICLE Ill AUTHORIZATION AND ISSUANCE OF BONDS

Authorization of Bonds .................................................................................. 17 Conditions Precedent to Authentication and Delivery of Bonds ................... 18 R egi stered B ands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 9 Loss, Theft, Destruction or Mutilation of Bonds ........................................... 19 Terms of Bands Generally ............................................................................. 19 Interest on the Bands ..................................................................................... 20 Payment of Principal of and Interest on the Bonds ........................................ 21 Execution and Authentication of Bonds ........................................................ 22 Negotiability, Transfer and Registry of Bonds .............................................. 22 Ownership of Bands ...................................................................................... 24 Payments on Bonds Due on Non-Business Days .......................................... 24 Registration of Bonds in the Book-Entry Only System ................................. 24

ARTICLE IV REDEMPTION OF BONDS

Mandatory Redemption ................................................................................. 26 Redemption Price of Bands Redeemed Pursuant to Mandatory Redemption .................................................................................................... 27 Optional Redemption ..................................................................................... 27 [Reserved] ...................................................................................................... 28 Notice of Redemp:ion .................................................................................... 28 Selection of Bonds To Be Redeemed ............................................................ 28 Partial Redemption of Registered Bonds ....................................................... 28 Assignment of Loan and Tender of Bonds .................................................... 29

ARTICLE V ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS, APPLICATION THEREOF

AND SECURITY THEREFOR

Section 5.01.

Section 5.02. Section 5.03. Section 5.04. Section 5.05. Section 5.06. Section 5.07. Section 5.08. Section 5.09. Section 5.10. Section 5.11. Section 5.12.

Section 6.01. Section 6.02. Section 6.03. Section 6.04. Section 6.05. Section 6.06. Section 6.07. Section 6.08. Section 6.09. Section 6.10.

Section 7.01. Section 7.02. Section 7.03. Section 7.04. Section 7.05. Section 7.06. Section 7.07. Section 7.08. Section 7.09. Section 7.10. Section 7.11. Section 7.12.

48'D-l9'D-9577.7

Estallishment of Funds and Accounts; Arrilication of Proceeds of the Bonds; and Other Amounts ............................................................................ 30 Project Fund ................................................................................................... 31 Use of Moneys Follavving Competion and Stablization .............................. 32 Condernnati on Awards and Insurance Proceeds ............................................ 32 Tax and Insurance Fund; Replacement Reserve; Operating Reserve ............ 33 Revenue Fund ................................................................................................ 33 R eba.te Fund ................................................................................................... 34 Moneys Held in Trust; Investment of Moneys .............................................. 36 Investment Earnings ....................................................................................... 37 CCNenants Respecting Arbitrage and Rebate ................................................. 37 Records .......................................................................................................... 37 Reports From the Trustee ............................................................................... 37

ARTICLE VI DEFAULT PROVISIONS; REMEDIES

Events of Default ........................................................................................... 38 Remedies ........................................................................................................ 39 Additional Remedies and Enforcement of Remedies .................................... 40 Application of Revenues and Other Moneys After Default.. ......................... 40 Remedies Not Exclusive ................................................................................ 41 Remedies Vested in Trustee and Servicer ..................................................... 41 Individual Bond Owners Action Restricted ................................................... 41 Termination of Proceedings ........................................................................... 42 Waiver and Nonwaiver of Event of Default .................................................. 42 Servicer Controls Proceedings ....................................................................... 42

ARTICLE VII CONCERNING THE TRUSTEE

Trustee; Appointment and Acceptance of Duties .......................................... 43 Responsibilities of Trustee ............................................................................. 43 Evidence on Which Trustee May Act ............................................................ 45 Compensation ................................................................................................ 45 Certain Permitted Acts ................................................................................... 46 R esi gnati on of Trustee ................................................................................... 46 Rerruval of Trustee ........................................................................................ 46 Appointment of Successor Trustee; Temporary Trustee ............................... 46 Transfer of Rights and Property to Successor Trustee ................................... 46 Merger or Consolidation of Trustee ............................................................... 47 Servicer .......................................................................................................... 47 City Contracting Pravi si ons ........................................................................... 47

ii

ARTICLE VIII AMENDMENTS AND SUPPLEMENTAL INDENTURES; AMENDMENTS OF ISSUER

DOCUMENTS

Section 8.01. Section 8.02. Section 8.03. Section 8.04. Section 8.05.

Section 8.06.

Section 9.01. Section 9.02. Section 9.03.

Section 10.01. Section 10.02. Section 10.03. Section 10.04. Section 10.05. Section 10.06. Section 10.07. Section 10.08. Section 10.09. Section 10.10. Section 10.11. Section 10. 12. Section 10. 13.

EXHIBIT A EXHIBIT B EXHIBIT C

EXHIBIT D EXHIBIT E

48'D-l9'D-9577.7

Supplemental Indentures Not Requiring Consent of Owners of Bonds ........ 47 Supplemental I ndentures R equi ring Consent of Owners of Bands ............... 48 Reliance on Opinion of Counsel .................................................................... 49 Consents Required ......................................................................................... 49 Amendments of Loan Documents Not Requiring Consent of Owners of Bonds ......................................................................................................... 49 Amendments of Loan Documents Requiring Consent of Owners of Bonds ............................................................................................................. 49

ARTICLE IX DISCHARGE

Discharge of I ndenture ................................................................................... 50 Discharge 0\/ Delivery ................................................................................... 50 Discharge 0\/ Deposit ..................................................................................... 51

ARTICLE X MISCELLANEOUS

Evidence of Signatures of Bond Owners and Ownership of Bands .............. 51 Bands N ct an Olli gati on of the State or Any Poli ti cal S ulxlivi si on .............. 52 Preservation and I nspecti on of Documents .................................................... 53 Parties Interested Herein ................................................................................ 53 No Recourse on the Bonds ............................................................................. 53 Severab lity of Invalid Pravisions .................................................................. 53 Successors ...................................................................................................... 53 Notices, Demands and Requests .................................................................... 54 Applicable Law; Venue ................................................................................. 54 Table of Contents and Section Headings Not Contrdling ............................. 54 Exclusion of Bonds ........................................................................................ 54 Exempt From Individual Liability ................................................................. 54 Effective Date ................................................................................................ 54

FORM OF BOND FORM OF INVESTOR LETTER CITY AND COUNTY OF SAN FRANCISCO MANDATORY CONTRACTING PROVISIONS FORM OF PROJECT FUND REQUISITION FORM OF ASSIGNMENT AND ASSUMPTION OF DEED OF TRUST AND LOAN DOCUMENTS

iii

TRUST INDENTURE

TH IS TR UST IN DENTURE, dated as of August 1, 2017 (this "Indenture"), is by and ~tween CITY AND COUNTY OF SAN FRANCISCO, a municipal corpcration and chartered city and county duly organized and validly existing under the City Charter and the Constitution and the laws of the State of California (together with its successors and assigns, the" Issuer"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under and by virtue of the laws of the United States of America and ~ing duly qualified to acce[X and administer the trusts created by this Indenture, as trustee (the "Trustee").

WITNESSETH:

WHEREAS, p.,1rsuant to Section 9.107 of the Charter of the Issuer, and Article 1 of Chapter 43 of the San Francisco Administrative Code and, to the extent applicalle, Chapter 7 of Part 5 of Division 31 of the California Health and Safety Code (collectively, the "Act"), the Issuer is authorized to issue one or more series of its multifamily housing revenue bonds and to loan the proceeds thereof to finance the construction and equippng of residential rental housing faci Ii ties to prcwi de housing for persons of I ON and very I ON i ncorne; and

WHEREAS, Alice Griffith Phase 4, L.P., a California limited partnership (the "Borro,ver"), has app ied to the Issuer for financial assistance for the p.,1rpose of prcwiding all or part of the funds with which to pay the cost of the acquisition, construction and equipping of a 31--unit multifamily rental housing project in the City and County of San Francisco, California currently kno,vn as Alice Griffith Phase 4Apartments Prqject (the "Project"); and

WHEREAS, the prcwision of the Loan (as hereinafter defined), is authorized by the Act and will accomplish a valid p.,1blic purpose of the Issuer, and the Issuer has determined that it is in the public interest to issue its Multifamily Housing Revenue Bonds (Alice Griffith Phase 4 Apartments Prqject), Series2017C, in the aggregate principal amount of $14,450,000 (the "Bonds'') for the p.,1rpose of praviding funding necessary for the acquisition, construction and equi pp ng of the Prqj ect; and

WHEREAS, pursuant to a Loan Agreement dated as of even date herewith (the "Loan Agreement") among the Issuer, the Trustee and the Borro,ver, the Issuer has agreed to issue the B ands and I end the proceeds thereof to the B orro,ver ( the " Loan") and the B orro,ver has agreed to (i) apply the proceeds of the Loan to pay a portion of the costs of constructing and equipping of the Prqject, (ii) make payments sufficient to pay the principal of and interest on the Bonds when due (whether at maturity, by redemption, acceleration or otherwise), and (iii) observe the other cavenants and agreements and make the other payments set forth therein; and

WHEREAS, the Borro,ver has delivered to the Trustee, on ~half of the Issuer, its promissory ncte dated the date of issuance of the Bands in an original principal amount equal to the aggregate original principal amount of the Bands (as amended, modified or supplemented from time to time, the "Note") evidencing its olligation to repay the Loan, and the Issuer has made the Loan to the Borro,ver, suqject to the terms and conditions of the Loan Agreement and this Indenture; and

[TRUST INDENTURE - ALICE GRIFFITH PHASE 4 APARTMENTS PROJECT] 48'D-l9'D-9577.7

WHEREAS, to secure its obligations under the Loan Agreement and the Ncte, the BorrOvVer has executed a Construction and Permanent Leasehold Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing (as amended, modified or suppemented from time to time, the "Mortgage"), in favor of the Issuer, which will be assigned to the Trustee, and (ii) an Assignment of Contracts, Plans and Specifications (as amended, modified or supplemented from time to time, the "Assignment of Prqject Documents'') and (iii) a Cd lateral Assignment of Rights to Tax Credits and Partnership Interests (as amended, modified or supplemented from time to time, the "Security Agreement"), each dated as of even date with thi s I ndenture, for the benefit of the Trustee, as secured party;

NOW, THEREFORE, in consideration of the premises and the mutual promises, representations and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are acknOvVledged, and intending to be legally bound, the parties hereto agree as fol I cws:

GRANTING CLAUSES

The Issuer, in consideration of the prerri ses, the acceptance by the Trustee of the trusts created by this Indenture, the purchase and acceptance of the Bands by the Owners thereof, and of cther good and valuable consideration, the receipt and sufficiency of which are ackncwl edged, and in order to secure the payment of the principal of and interest on the Bands according to their tenor and effect, and to secure the performance and observance by the Issuer of al I the cavenants, agreements and conditions herein and in the Bonds contained, does transfer, pledge and assign, without recourse, to the Trustee and its successors and assigns in trust forever, and does grant a security interest unto the Trustee and its successors in trust and its assigns, in and to all and singular the property described in paragraphs (a), (b) and (c) belOvV (said property being herein referred to as the "Trust Estate"), to wit:

( a) A 11 right, ti tie and i nterest of the I ssuer i n and to the Note, the M ortgage, and the other Loan Documents (as that term is defined belOvV), and all moneys from time to ti me paid by the B orrcwer pursuant to the terms of the Loan Documents and al I right, ti ti e and i nterest of the I ssuer ( i ncl udi ng, but not I i mi ted to, the right to enforce any of the terms thereof) under and pursuantto and suqj ect to the pravi si ons of the Loan Agreement (but excluding the Reserved Rights as defined in the Loan Agreement); and

(b) All cther moneys and securities fromtimetotime held by the Trustee under the terms of this I ndenture, excluding amounts required to be rebated to the United States Treasury under Section 148(f) of the Code, whether or not held in the Rebate Fund; and

(c) Any and all property (real, personal or mixed) of every kind and nature from time to time hereafter, by delivery or by writing of any kind, pledged, assigned or transferred as and for additional security hereunder to the Trustee, which the Trustee is authorized to receive at any and all times and to hold and apply the same subject to the terms of this Indenture.

2 48'D-l9'D-9577.7

TO HAVE AND TO HOLD, all and singular, the Trust Estate with all rights and privileges transferred, pedged, assigned and pr granted or agreed or intended so to be, 0\/ this Indenture, to the Trustee and its successors and assigns in trust forever;

IN TRUST NEVERTHELESS, upon the terms and conditions herein set forth forthe equal and proportionate benefit, security and protection of all present and future Owners of the Bonds Outstanding, without preference, priority or distinction as to participation in the lien, benefit and protection of this I ndenture of one Bond aver or from the others, exce[X as herein otherwise expressly pravided;

PROVIDED, NEVERTHELESS, and these presents are upon the express condition, that if the I ssuer or its successors or assigns shal I wel I and truly pay or cause to be pai d the pri nci pal of such Bands with interest, according to the prcwi si ons set forth in the Bands, or shal I pravi de for the payment or redemption of such Bands 0\/ depositing or causing to be deposited with the Trustee the entire amount of funds or securities requisite for payment or redem[Xion thereof when and as authorized 0\/ the prcwisions of Article IX (it being understood that any payment with respect to the pri nci pal of or i nterest on B ands made 0\/ the B orrOvVer shal I not be deemed payment or pravi si on for the payment of the principal of or interest on Bands, exce[X Bands purchased and canceled 0\/ the Trustee, al I such uncanceled Bands to remain Outstanding and the principal of and interest thereon payall e to the Owners thereof), and shal I al so pay or cause to be paid al I other sums payable hereunder 0\/ the I ssuer, then these presents and the estate and rights granted 0\/ this Indenture shall cease, terminate and become void, and thereupon the Trustee, on payment of its I awful charges and di sb.Jrsements then unpaid, on demand of the I ssuer and upon the payment 0\/ the Issuer of the cost and expenses thereof, shall duly execute, acknOvVledge and deliver to the Issuer such instruments of satisfaction or rel ease as may be necessary or proper to discharge this Indenture of record, and if necessary shall grant, reassign and deliverto the Issuer all and singular the property, rights, privileges and interests 0\/ it granted, conveyed and assigned O)lthi s Indenture, and all substitutes therefor, or any part thereof, not previously disposed of or released as herein pravi ded; otherwise this I ndenture shal I be and remain in ful I force;

THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, cavenanted and agreed 0\/ and between the parties hereto, that al I Bands issued and secured hereunder are to be issued, authenticated and delivered and that all the Trust Estate is to be held and app ied under, upon and subject to the terms, conditions, stipulations, cavenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Issuer agrees and ccwenants with the Trustee, for the benefit of the respective Owners from ti me to ti me of the Bands as fol I cws:

ARTICLE I

DE Fl NITI ONS AND CONSTRUCT! ON

Section 1.01. Definitions. ThefdlOvVingcaptalizedterms, asusedinthislndenture, shall have the meanings specified bel CM' uni ess the context otherwise shal I require. A 11 other cap tali zed terms which are defined in the Loan Agreement and not defined herein shal I have the respective meanings ascribed to them in the Loan Agreement.

"Accounts'' means the accounts estall i shed pursuant to Section 5. 01 hereof.

3 48'D-l9'D-9577.7

"Accredited lnvestIT" means an "accredited investIT" as that term is defined in Rule 501 (a)(l ), (2), (3), (7) IT (8) of Regulation D p-omulgated underthe Securities Act of 1933, as annended.

"Act" has the meaning set forth for that term in the Recitals ai::x:Ne.

"Addi ti anal I nterest" means an amount equal to the excess of ( a) the amount of interest an Owner (cther than an Owner who is a" substantial user" of the Prqject or a" related person" to a "substantial user," as defined in Section 147(a) of the Code) would have received during the period of ti me commencing on the date that the interest on the Bands becomes subject to federal income taxation to the earlier of the date of the payment of the Bands or the date of a Determination of T axabi Ii ty ( excluding from such period any ti me in which the tax on such interest is uncol I ecti ll e) at a per annum rate equal to the Taxalle Rate, aver (b) the aggregate annount of interest received 0\/ an Owner fIT said period.

"Affiliates'' or "Affiliate" means, if with respect to an entity, (a) any manager, member, officer IT director thereof and any Person who IT which is, directly or indirectly, the beneficial cwner of more than 1 CP/4 of any class of shares or other equity security, IT (b) any Person which, directly or indirectly, controls or is controlled 0\/ or is under common contrd with such entity. Control (including the carrel ative meanings of" control I ed O)I" and "under common contrd with") means effective pcwer, directly or indirectly, to direct IT cause the direction of the management and policies of such Person. With respect to a partnership IT venture, "Affiliate" shall include, without limitation, any (x) general partner, (y) general partner of a general partner, IT (z) partnership with a common general partner, and if any general partner is a corporation, any Person which is an "Affiliate" (as defined ai::x:Ne) of such cITporation. With respect to a limited liability company, "Affiliate" shall include, without limitation, any member.

"Alternative Rate" means (a) priortothe Conversion Date, the lcwerof (i) 3% in excess of the rate of interest otherwise payable on the Bonds or (ii) 12% per annum, and (b) from and after the Conversion Date, the I ewer of (i) 5% in excess of the rate of interest otherwise payable on the Bonds or as may be modified in the Ncte Addendum, or (ii) 12% per annum, p-avided that such rate may nct exceed the Maxi mum Rate.

"Assignment of Project Documents'' has the meaning set forth forthatterm in the Recitals ai::x:Ne.

"Authorized Denorrination" means: (i) initially, the entire Outstanding principal amount of the Bonds; and (ii) upon satisfaction of the pravisions of Section 3.09:g), $5,000 an integral multiples thereof, pravided, that for purposes of redeeming the Bonds (other than as expressly required in this Indenture), the term "Authorized Denorrination" means any integral multiple of $1.00.

"Authorized Rep-esentative" means, (a) with respect to the Issuer, the Mayor of the City or the Director or the Housing Develop-nent Director of the Mayor's Office of Housing and Community Development, or any Person or Persons designated to act on behalf of the Issuer 0\/ a certi fi care fi I ed with the B ITrcwer, the Trustee and the Servicer containing the specimen signatures of such Person or Persons and signed on behalf of the Issuer 0\/ the Mayor of the City or the

4 48'D-l9'D-9577.7

Di rector orthe Housing Developnent Di rector of the Mayor's Office of Housing and Community Development, (b) with respect to the B orrcwer, any Person or Persons designated to act on behalf of the Borrcwer by a certificate filed with the Issuer, the Trustee and the Servicer containing the specimen signatures of such Person or Persons and signed by the general partner of the B orrcwer and (c) with respect to the Servicer, any Person or Persons designated to act on behalf of the Servicer by a certificate filed with the Borrcwer, the Issuer and the Trustee, containing the specimen signatures of such Person or Persons and signed on behalf of the Servicer by its President, Vice President or Secretary. Each such certificate rray designate an alternate or alternates, each of whom shal I be entitled to perform al I duties and exercise al I pcwers of an Authorized Representative.

"Bank'.' meansJ PM organ Chase Bank, N.A., and its successors and assigns.

"Bond' or "Bonds'' has the meaning set forth for thatterm in the Recitals alxNe.

"Bond Counsel" means any attorney or firm of attorneys of nati anally recognized standing in the field of municipal finance law whose opinions are generally accepted by purchasers of tax-exempt obi i gati ons and who is acceptable to the Issuer and the Servicer.

"Bond Payment Date" means each date on which principal or redemption price or interest shal I be payable on any of the Bands according to their respective terms.

"Bond Purchase Agreement" means the Bond Purchase Agreement, dated as of August 1, 2017amongthe Borrcwer,J PM organ Chase Bank, N.A. and CC RC, pursuanttowhich and subject to the terms and conditions of which CCRC has agreed to purchase upto $7,000,000 in principal amount of the Bands, or to purchase a Ii ke principal annount of the Loan as prOJi ded in Section 4.08 of this Indenture, upon Conversion.

"Business Day" means a day of the year which is not a Saturday or Sunday or any cther day on which banks located in the city of Nevv York, Nevv York and banks located in the city in which the Principal Office of the Trustee is located are required or authorized by law to remain closed and on which The NevvYork Stock Exchange is not closed.

"Calculation Period" means the period commencing upon the first day of each month and ending on (and including) the I ast day of such month.

"Capitalized Interest Account" means the account of that nanne established in the Prqject Fund pursuanttoSection 5.01 of this Indenture.

"CCRC" means the California Community Reinvestment Corporation, a California nonprofit public benefit corporation, and its successors and assigns.

"CI osi ng Date'' means the date of issuance of the Bands.

"Code'' means Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it rray be annended to apply to obligations i ssued on the date of i ssuance of the B ands, together with appl i cabl e proposed, temporary and fi nal regulations promulgated, and appicable official public guidance published, underthe Code.

5 48'D-l9'D-9577.7

"Ccnpletim" shall mean "Substantial Competim" as such term is defined in the Cmstructi m Disbursement Agreement.

"Cmdemnation Award" means the tctal condemnation proceeds actually paid by the condemnor as a result of the cmdemnati m of al I or any part of the property subject to the Mortgage I ess the actual costs incurred, including attorneys' fees, in obtaining such award.

"Cmstruction Disbursement Agreement" means the Cmstructim Disbursement and Permanent Loan Agreement of even date with this Indenture between the BorrOvVer and the Bank, as the same may be supplemented, amended or modified.

"Cmstruction Period Rate'' means 3.26% per annum; prcwided, hOvVever, that if the Conversion Date has not occurred prior to August 9, 2019, the Construction Period Rate shall mean the Tax Exem[X Eurodollar Rate (as defined in the Note), unless, pursuant to the terms of the Ncte such rate is not avai lal:le, then the Tax Exempt CB Floating Rate (as defined in the Note); pravided, hOvVever, that in no event shall the Cmstructim Period Rate exceed the Maximum Rate.

"Cmtrol," "Controlled" and "Cmtrolling" means, with respect to any Persm, either (i) OvVnership directly or indirectly of more than SCP/4 of all beneficial equity interest in such Person, or (ii) the possession, directly or indirectly, of the pOvVer to direct or cause the direction of the management and policies of such Person, through the OvVnership of voting securities, by contract or otherwi se.

"Conversim" means as prcwided in the Bmd Purchase Agreement.

"Conversim Date" means the date on which the "Conversion Cmditims'' set forth in the B md Purchase Agreement have been satisfied and CCR C purchases the Outstanding B mds, orto the extent CCRC has exercised the Loan Purchase Optim, the date on which CCRC purchases the Loan.

"Costs of Issuance'' means "issuance costs'' with respect to the Bmds within the meaning of Section 147(g) of the Code.

"Counsel" means an attorney or firm of attorneys acceptal:le to the Issuer, the Trustee and the Servicer and may, but need not, be Bmd Counsel, counsel to the Issuer, the Servicer or the BorrOvVer.

"Deterrrination of Taxability" means (a) a determination by the Commissioner or any District Director of the Internal Revenue Service, (b) a private ruling or Technical Advice Memorandum issued by the National Office of the Internal Revenue Service, (c) a determination by any court of competent j uri sdi cti m, or ( cl) recei rx by the Trustee, at the request of the Servicer, of an opinion of Bond Counsel to the effect thatthe interest on the B mds is incl udabl e in gross income for federal income tax purposes of the Owners thereof or any former Owner thereof, other than an Owner who is a" substantial user" (within the meaning of Section 147(a) of the Code) of the Prqject or a "related person" (as defined in Sectim 147(a) of the Code) to such substantial user, pravided no such Determination of Taxabi lity under clause (a), (b) or (c) shall be deemed to have occurred if (i) the Borrower and the Servicer have been afforded the opportunity to cmtest such determination, and (ii) if the BorrOvVer orthe Servicer has elected to contest such determi natim in

6 48'D-l9'D-9577.7

good faith and is p-oceedingwith all awlicable dispatch to prosecute such contest until the earlier of (A) a final determination fromwhi ch no appeal may be taken with respect to such determination, or (B) abandonment of such appeal 0\/ the Borravver or the Servicer.

"Environmental Indemnity'' means the Environmental Indemnity Agreement dated as of even date with this Indenture, from the Borrcwer and the Guarantor for the benefit of the Issuer, the Bank and the Trustee, as the sanne may be modified, suppemented or amended from time to time.

"E xcep:i ons to Non-Recourse Guaranty'' means the Exceptions to Non-Recourse Guaranty dated as of even date with this Indenture, from the Guarantor for the benefit of the Bank, as the sanne may be modified, supplemented or amended from ti me to ti me.

"Equity Account" means the account of that name established within the Project Fund pursuant to Section 5.01 of this Indenture.

"Event of Default" means any of those events defined as Events of Default 0\/ Section 6.01 of this I ndenture.

"Fair Market Value'' shal I mean the price at which a wi 11 i ng buyer would purchase the investment from a wi 11 i ng sel I er in a bona fide, arm' s--l ength transaction (determined as of the date the contract to purchase or sel I the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, ctherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's-length transaction (as referenced al:xNe) if (i) the investment is a certificate of deposit acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment pravisions and a specifically negotiated interest rate (for examp e, a guaranteed investment contract, a forward suppy contract or other investment agreement) that is acquired in accordance with awlicable regulations under the Code, (iii) the investment is a United States Treasury Security-State and Local Gcwernment Series acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the Issuer and related parties do not cwn more than a lCP/4 beneficial interest therein if the return paid 0\/ the fund is without regard to the source of the investment. To the extent required 0\/ the R egul ati ons, the term" investment" wi 11 include a hedge.

"Funds" means the funds established pursuant to Section 5.01 hereof.

"Gavernrnent Obligations'' means direct obligations of, or obligations guaranteed 0\/, the United States of America

"Guarantor" means McCormack Baron Salazar, Inc. a Missouri corporation and MBA Properties, Inc., a Delaware corporation.

"Guaranty'' means, collectively, the Payment Guaranty and the Excep:ions to Non-Recourse Guaranty.

"I ndenture" has the meaning set forth for that term in the Recitals ai:xNe.

7 48'D-l9'D-9577.7

"Initial Interest Rate Period" means the period commencing on the Closing Date and ending on (and including) the day before the Conversion Date.

"Initial Notification of Taxability'' means the receipt 0\/ Trustee or any Owner of a communication from the Internal Revenue Service or any court of competent jurisdiction to the effect that the exclusion of interest on the Bands from the gross income of the Owners ( exce[X for any Owner that is a "substantial user" or a" related person" within the meaning of Section 147(a) of the Code), for federal income tax purposes, will nct continue in effect.

"Insurance and Condemnation Proceeds Account" means the account of that name estalbli shed within the Project Fund pursuantto Section 5.01 of this Indenture.

"Insurance Proceeds" means the total proceeds of insurance actually paid or payalble 0\/ an insurance company in respect of the required insurance on the Prqject, less the actual costs incurred, including attorneys' fees, in the col I ecti on of such proceeds.

"I nterest P ayrnent Date" means the first day of each month commencing with the second month follavving the month in which the Closing Date occurs.

"Investment Securities'' means any one or more of the fdlcwing investments, if and to the extent the same are then I egal investments under the appl i calbl e I aws of the State for moneys proposed to be invested therein:

(a) Bonds or cther obligations of the State or bonds or cther obligations, the principal of and interest on which are guaranteed 0\/ the ful I faith and credit of the State;

(b) Bonds or cther obi igations of the United States orof subsidiary corporations of the United States Gavernmentwhich are fully guaranteed 0\/ such gavernment;

(c) Olligations of agencies of the United States Gavernment issued 0\/ the Federal Land Bank, the Federal Horne Loan Bank, the Federal Intermediate Credit Bank, and the Central Bank for Cooperatives;

( cl) Bands or other oll i gati ons issued 0\/ any public housing agency or municipality in the United States, which bonds or obligations are fully secured as to the payment of bcth principal and interest 0\/ a pl edge of annual contributions under an annual contributions contract or contracts with the United States gavernment, or project nctes issued 0\/ any pullic housing agency, urban renewal agency, or municipality in the United States and fully secured as to payment of both principal and interest 0\/ arequi sition, I oan, or payment agreement with the United Stares gavernment;

(e) Certificates of deposit of national or state banks which have deposits insured 0\/ the Federal Deposit Insurance Corporation and certificates of deposit of federal savings and I oan associations and state bui I ding and I oan associations which have deposits insured 0\/ the SavingsAssociation Insurance Fund of the Federal Deposit Insurance Corporation, including the certificates of deposit of any bank, savings and I oan association, or bui I ding and I oan association acting as depositary, custodian, ortrustee for any such bond proceeds. The portion of such certi fi cares of deposit in excess of the amount insured 0\/ the Federal

8 48'D-l9'D-9577.7

Deposit Insurance CITporation orthe Savings Association Insurance Fund of the Federal Deposit Insurance Corporation, if any, shall be secured by derx:isit, with the Federal Reserve Bank of San Francisco, Cali fITni a, or with any nati anal or state bank or federal savings and loan association IT state building and loan or savings and loan association, of one or more the fol I cwi ng securities in an aggregate principal amount equal at I east to the amount of such excess: direct and general obi i gati ons of the State or of any county or municipal corporation in the State, obligations of the United States or subsidiary corrxirations included in paragraph (b) hereof, obligations of the agencies of the United States G avemment included in paragraph ( c) hereof, or bonds, obi i gati ons, or project notes of public housing agencies, urban renewal agencies, or municipalities i ncl uded i n paragraph ( cl) hereof;

( f) I nterest -beari ng ti me derx:isi ts, repurchase agreements, reverse repurchase agreements, rate guarantee agreements, or cther si mi I ar banking arrangements with a bank IT trust company having capital and surplus aggregating at least $50 mil lion or with any gavemment bond deal er rerx:irti ng to, trading with, and recognized as a pri rnary deal er by the Federal Reserve Bank of New York having capital aggregating at least $50 mi Ilion or with any corporation which is suqject to registration with the Board of GavemITs of the Federal Reserve System pursuantto the requirements of the Bank Holding Company Act of 1956 and whose unsecured or uncol I ateral i zed I ong-term debt obi i gati ons of which are rated in the one of the two highest I etter rating categITi es of S& P or Moody's or whose unsecured and uncol I ateral i zed short-term debt obi i gati ons are rated in one of the two highest I etter rating categories of S& P or Moody's at the ti me of purchase, pravi ded that each such interest-bearing deposit, repurchase agreement, reverse repurchase agreement, guarantee agreement, IT other similar banking arrangement shall permit the moneys so paced to be available for use at the time pravided with respect to the investment or reinvestment of such moneys;

(g) Any and all other obligations of investment grade and having a nationally recognized market, including, but nct Ii mi ted to, rate guarantee agreements, guaranteed investment contracts, IT cther si mi I ar arrangements offered by any firm, agency, business, gavemmental unit, bank, insurance company IT other entity, pravided that each such obligation shall permit moneys so paced to be available fIT use at the ti me prCNided with respect to the investment or reinvestment of such moneys;

(h) Shares of a money market mutual fund IT other cd lective investment fund registered under the Investment Company Act of 1940, whose shares are registered under the Securities Act of 1933, having assets of at least $100,000,000 and rated in the one of the two highest I etter rating categories of S& P or Moody's; and

(i) Any cther investment appraved in writing by the Servicer.

"Investor Linited Partner" means RB C Tax Credit Equity, LLC, an I Iii nois limited liability company, or its A ffi I i ate that has been admitted as a I i mi ted partner i n accordance with the Partnership Agreement, together with its successors and assigns.

"I ssuer" has the meaning set forth for that term in the Recitals abOJe.

9 48'D-l9'D-9577.7

"Issuer Docurrents'' means, col I ectively, this Indenture, the Loan Agreement, the Regulatory Agreement and the Tax Certificate.

"Legal Requirerrents'' means any legal requirements, including any local, state or federal statute, lctN, ordinance, code, rule or regulation, new or hereinafter in effect (including environmental laws) or order, judgment, decree, injunction, permit, license, authorization, certi fi care, franchise, appraval, notice, demand, direction or determination, of any G cwernmental Authority and all legal requirements imposed upon the Land, or upon the avvner(s) of the Land from time to time, pursuant to any applicable cavenants, conditions, easements, servitudes and restrictions and any applicable ground I ease.

"Loan" has the meaning set forth forthat term in the Recitals abcwe.

"Loan Account" means the account of that name established within the Project Fund pursuant to Section 5.01 of this Indenture.

"Loan Agreerrent" means the Loan Agreement dated as of even date herewith among the Issuer, the Trustee and the B orrcwer, as the same may be supplemented, amended or modified.

"Loan Docurrents'' means, collectively, the Loan Agreement, the Note, the Regulatory Agreement, the Construction Disbursement Agreement, the Mortgage, the Assignment of Prqj ect Documents, the Security Agreement, the Environmental Indemnity, the Guaranty, the Tax Certificate and, upon delivery thereof, the Servicing Agreement, if any, together with all other documents or instruments executed by the B orravver which evidence or secure the B orravver' s indebtedness under such documents and all other documents and instruments delivered simultaneously herewith or required under the Loan Documents to be delivered during the term of the Loan.

"Loan Purchase Option" shall have the meaning given such term in the Bond Purchase Agreement.

"Majority Owner" means the Person who avvns at I east 51 % in aggregate principal amount of Outstanding Bonds, or, if no single Person cwns at least 51% in aggregate principal amount of Outstanding Bonds, the person who is designated in writing to exercise the pavvers of "Servicer" and "Majority Owner" hereunder by Persons who collectively avvn at least 51% in aggregate principal amount of Outstanding Bands.

"Maturity Date" means August 1, 2041.

"Maximum Rate" means the lesser of (i) 12% per annum or (ii) the maximum interest rate permitted by law.

"Moody's'' means Moody's Investors Service, Inc., a Delaware corporation, its successors and assigns, and, if such corporation shal I be dissolved or Ii qui dated or shal I no I anger perform the functions of a securities rating agency, "Moody's'' shal I be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer, with the consent of the Borrcwer and the Servicer.

10 48'D-l9'D-9577.7

"MITtgage'' has the meaning set forth forthat term in the Recitals ai::x:Ne.

"Ncte" means that certain Promissay Note evidencing the Loan, dated August 9, 2017 rrade by B orrcwer to the order of the I ssuer, as assigned by the Issuer to the Trustee.

"Ncte Addendum' means the Addendum to Promissory Ncte, dated August 9, 2017 executed by the B orrcwer and attached to the Note, which shal I autcrnati cal ly become effective on the Conversion Date and shall supplement, amend and modify the terms of the Note on and after that date.

"NcticeAddress" means, with respect to the Issuer, City and County of San Francisco, City Hall, 1 Dr. Carlton B. Goodlett Place, Room 316, San Francisco, California 94102, Attention: City Controller; with respect to the BITrcwer, Al ice Griffith Phase 4, L.P., 72001 ive Street, Suite 2500, St. Louis, Missouri 63101, Attention: Hillary Zimmerman, andTalbernacle V, LLC, cp Talbernacle Community Development Corporation, 1601 McKinnon Avenue, San Francisco, California 94124, Attention: Dr. James McCray, and Bocarsly Emden Ccwan Esmail & Arndt, 633 West Fifth Street, 64th Floor, Los Angeles, California 90071, Attention: Lance Bocarsly, and Klein HITnig, 101 Arch Street, Suite 1101, Boston, Massachusetts 02111, Attention: Dan Rosen, and RBC Tax Credit Equity, LLC, 600 Superior Avenue, Suite 2300, Cleveland, Ohio 44114, Attention: President and General Counsel, and Appegate & ThITne-Thomsen P.C., 440 South LaSalle Street, Suite 1900, Chicago, I llinois 60605, Attention: Bennett P. Applegate; with respect to the Investor, Limited Partner, RBC Tax Credit Equity, LLC, 600 SuperiIT Avenue, Suite 2300, Cleveland, Ohio 44114, Attention: President and General Counsel, with a copy to Applegate & Thorne-Thomsen P.C., 440 South LaSalle Street, Suite 1900, Chicago, I llinois 60605, Attention: Bennett P. Applegate; with respect to the Trustee, U.S. Bank National Association, One California Street, Suite 1000, San Francisco, CalifITnia 94111, Attention: Andrevv Fung; with respect to the initial Servicer and Majority Owner: JPMorgan Chase Bank, N.A., Community Development Banking, 300 South Grand Avenue, Suite 300, Los Angeles, California 90071, Attention: Shani Ryan, Vice President, with a copy toJ PM organ Chase Bank, N.A., Legal Department, 237 Park Avenue, 12th Floor, Mail Code: NY1--RO65, NevvYITk, NevvYork 10017-3140, Attention: Michael R. Zients, Executive DirectIT and Assistant General Counsel with acopytoCCRC at 100 W. Broadway, Suite 1000, Glendale, California 91210, Attention: President; with respect to any future Servicer or Majority Owner, such address as rray be shewn in the records of the Trustee.

"Outstanding" means, when used with respect to Bonds, as of any date, all Bonds theretofITe authenticated and delivered under this I ndenture excep::

(a) such date;

(b) hereof;

any Bond canceled or delivered to the registrar for cancel I ati on on IT before

any Bond specified as not Outstanding in paragraph (b) of Section 4.05

( c) any Bond in Ii eu of IT in exchange for which ancther Bond shal I have been authenticated and delivered pursuant to Article 11 of this Indenture;

( cl) Indenture;

48'D-l9'D-9577.7

any Bond deemed to have been paid as prCNided in Article IX of this

11

(e) any Bmd cwned or held by orforthe account of the Issuer or the Borrcwer, as prcwided in Section 10.11 of this Indenture, forthe purpose of cmsent or cther action or any cal cul ati m of outstanding Bands prcwi ded for in this I ndenture; and

(f) any undelivered Bond (except for purposes of receiving the purchase price thereof upon surrender in accordance with this Indenture).

"Owner" or "Owners'' means the registered cwner, or cwners, of the Bands.

"Payment Guaranty" means that certain Payment and Performance Guaranty executed by the Guarantor and dated of even date with this Indenture.

"P errranent Period Rate" means 4. 7"/4 per annum; prcwi ded, hcwever, if the Conversion Date has nct occurred by March 1, 2020, the Permanent Period Rate shal I be adjusted as set forth in the Note Addendum.

"Person" means any natural individual, corporation, partnership, trust, unincorporated association, busi ness or other I egal entity, and any gcwernment or gavernmental agency or pol i ti cal subdivision thereof.

"Prepayment Equal i zati m Payment" has the meaning ascribed to such term in the Note.

"Prime Rate" means, m any day, the rate of interest per annum then most recently published in The Wal I StreetJ ournal as the "prime rate." If such publication ceases to exist or to establish or publish a prime rate from which the Prime Rate is then determined, the Prime Rate shall be instead the prime rate reported in a pullication selected by the Servicer in its sole reasonable discretion ( or the average prime rate if a high and a I cw prime rate are therein reported), and the P ri me Rate shal I change with out ncti ce with each change i n such pri me rate as of the date such change i s reported.

"Principal Office" means, with respect to any party, the office designated as such in, or as designated by the respective party in writing pursuant to, this Indenture.

"P rqject" has the meaning set forth for that term in the Recitals alxNe.

"Prqject Fund" means the fund of that name estall ished pursuant to Section 5.01 of this Indenture.

"Qualified Costs of the Project" means the actual costs incurred to acquire, construct and equip the Project which (i) are incurred not more than 60 days prior to Navember 1, 2016, being the date on which the Issuer first declared its "official intent" (within the meaning of Treasury Regulations Sectim 1.150-2) with respect to the Prqject (ctherthan preliminary expenditures with respect to the Prqject in an annount not exceeding 2CP/o of the aggregate principal annount of the Bmds), (ii) are (A) chargeable to the Project's captal account or would be so chargeable either with a proper election by the Borrcwer or but for a proper election by the Borrcwerto deduct such costs, within the meaning of Treasury Regulation Sectim l.103--8(a)(l), and if charged or chargealle to the Project's captal account are or would have been deducted mly through an allcwance for depreciatim or (B) made for the acquisitim of land, to the extent allcwed in

12 48'D-l9'D-9577.7

Section 147(c) of the Code and (iii) are made exclusively with respect to a "qualified residential rental project" within the meaning of Section 142(d) of the Code; pravided, hOvVever, that (A) Costs of Issuance shall not~ deemed to~ Qualified Costs of the Project; (B) fees, charges or profits payable to the Borrcwer or a" related person" (within the meaning of Section 147 of the Code) shal I nct ~ deemed to~ Qualified Costs of the Project; (C) interest during the construction of the Project shall ~ allocated between Qualified Costs of the Project and other costs and expenses of the Project; (D) interest fol I cwi ng the construction of the Project shal I nct constitute Qualified Costs of the Project; (E) letter of credit fees and municipal bond insurance premiums which represent a transfer of credit risk shall ~allocated ~een Qualified Costs of the Project and other costs and expenses to~ paid from the proceeds of the Bonds; and (F) letter of credit fees and municipal bond insurance premiums which do not represent a transfer of credit risk (including, without I imitation, letter of credit fees payable to a "related person" to the Borrcwer) shall nct constitute Qualified Costs of the Project. As used herein, the term "preliminary expenditures'' includes architectural, engineering, surveying, soil testing and similar costs that were incurred prior to commencement of construction of the Project, but does not include land acqui si ti on, site preparation or si mi I ar costs incident to commencement of construction of the Project.

"Qualified I nsti tuti anal Buyer" shal I have the sanne meaning ascri ~d thereto in Rule 144A promulgated underthe Securities Exchange Act of 1933, as amended.

"Rebate Analyst" means any Person, chosen by the B orrOvVer and accep:abl e to the Issuer, and at the expense of the B orrOvVer, qualified and experienced in the cal cul ati on of rebate payments under Section 148 of the Code and compliance with the arbitrage rebate regulations promulgated underthe Code, which is engaged forthe purpose of determining the annount of required deposits to the Rebate Fund, if any, pursuant to the Tax Certificate.

"Rebate Fund" means the fund of that name established pursuant to Section 5.01 of this Indenture.

"Record Date'' means, with respect to each Bond Payment Date, the close of business on the day preceding such Bond Payment Date, whether or nct such day is a Business Day.

"Regulatory Agreement" means the Regulatory Agreement and Declaration of Restrictive Ccwenants, dated as of even date herewith, by and ~een the Issuer and the BorrOvVer, as the sanne may ~ amended, modified or supplemented from ti me to ti me.

"Required Equity Funds'' means the announts required to ~ deposited in the Equity Account of the Project Fund pursuantto Exhibit D of the Construction Disbursement Agreement and Section 5.9 of the Loan Agreement.

"Requisition" means a requisition in the form of Exhibit D, together with al I invdces, bills of sale, schedules and other submissions required for the making of an advance from the Loan Account or the Equity Account of the Prqject Fund.

"Resolution" means the resolution of the Issuer adopted on July 11, 2017 authorizing, annong cther things, the execution and delivery by the I ssuer of the I ssuer Documents and the Bonds and the performance of its obi igations thereunder.

13 48'D-l9'D-9577.7

"Retainage" has the meaning ascribed to such term in the Construction Disbursement Agreement.

"Revenue Fund' means the fund of that name established pursuantto Section 5.01 of this Indenture.

"Secured Property" has the meaning ascribed to such term in the Mortgage.

"Security Agreement" has the meaning set forth for thatterm in the Recitals alx:Ne.

"Servicer" means the servicer of the Loan, if any, appointed pursuant to Section 7.11 hereof. Priortothe Conversion Date and during any cthertimes as no servicer has been appointed pursuantto Section 7.11 hereof, all references herein and in the Loan Documents to the Servicer shal I be deemed to refer to the Majority Owner.

"Servicing Agreement" means any servicing agreement entered into among the Majority Owner, the Trustee and the Servicer, as the same may be amended, modified or supplemented from ti me to ti me.

"S&P" means Standard & Poor's, a division of The McGraw+iill Companies, Inc., its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "S& P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer, with the consent of the B orrcwer and the Servicer.

"Stabilization" has the meaning set forth forthat term in the Loan Agreement.

"State" means the State of California

"Supplemental Indenture" means any indenture hereafter duly authorized and entered into between the I ssuer and the Trustee in accordance with Article V 111 hereof, amending, modifying or supplementing this I ndenture.

"Taxable Rate" means (a) prior to the Conversion Date, a rate of interest equal to the lesser of (i) 4.55% per annum; prcwided, hcwever, that if the Conversion Date has not occurred priorto August 9, 2019, the Taxable Rate shall mean the Taxable Eurodollar Rate (as defined in the Note), unless, pursuant to the terms of the Note such rate is nct available, then the Taxable CB Floating Rate (as defined in the Ncte) or (ii) the Maximum Rate, and (b) after the Conversion Date, an interest rate equal to a rate of 7"/4 per annum.

"Tax and Insurance Fund' means the fund of that name established pursuant to Section 5.01 of this Indenture.

"Tax Certificate" means the Tax Certificate as to Arbitrage and the Prcwisions of Sections 103 and 141 -1 50 of the Internal Revenue Code of 1986, dated the CI osi ng Date, and executed by the B orrcwer, the I ssuer and the Bank.

14 48'D-l9'D-9577.7

"Trustee'' has the meaning set forth for that term in the Recitals ai::xNe, and includes any successortrustee appointed pursuant to Section 7.08.

"Trustee Fee" means the annual fee of the Trustee in the amount of 0.0001384% of the Outstanding principal amount of the Bands, with a mini mum annual amount of $2,000, the first such payment due on the Closing Date. Thereafter, the Trustee's Fee is payable annually in advance on the CI osi ng Date and thereafter on each August 1, so I ong as any of the Bands are Outstanding.

"Trustee Expenses'' means the fees and expenses of the Trustee set forth in the Loan Agreement and Section 7.04 of this Indenture.

"Trust Estate" means the trust estate pl edged 0\/ the I ssuer and described in the Granting Clauses of this Indenture.

Section 1.02. Construction. In this Indenture, unless the context ctherwise requires:

(a) Articles and Sections referred to 0\/ number shall mean the corresponding Articles and Sections of thi s I ndentu re.

(i) The terms "hereh' " "hereof" "hereto" "herein " "hereunder" and uy, , , ,

any si mi I ar terms refer to this I ndenture; the term "hereafter" shal I mean after; and the term "heretofore'' shal I mean before, the date of adoption of this I ndenture.

(ii) Words of the masculine gender shal I mean and include carrel ative words of the female and neuter genders, and words importing the singular number shal I mean and include the plural number and vice versa.

(iii) Words importing the redemption of a Bond or the cal Ii ng of a Bond for redemption do nct include or conncte the payment of such Bond at its stated maturity or the purchase of such Bond.

(iv) References in this I ndenture to particular sections of the Code, the Act or any cther legislation shall be deemed to refer al so to any successor sections thereto or other redesi gnati on for codi fi cation purposes.

(v) The terms "receipt," "received," "recavery," "reccwered" and any si mi I ar terms, when used in this Indenture with respect to moneys or payments due the Issuer, shal I be deemed to refer to the passage of physical possession and contrd of such moneys and payments to the Issuer, the Owners of the Bands or the Trustee on its behalf.

ARTICLE II

RE PRE SE NTATI ONS AND COVENANTS OF THE ISSUER

Section 2.01. Representations by the Issuer. The Issuer represents and warrants to the Trustee and the Owners of the Bands that:

15 48'D-l9'D-9577.7

(a) The Issuer is a municipal corpcratim and chartered city and county duly organized and validly existing underthe City Charter and the Cmstitution and the lctvVs of the State of California

(b) The Issuer has rxwer and lawful authority to adopt the Resolution, to execute and deliver the Issuer Documents, to issue the B mds and receive the proceeds of the B mds; to apply or cause to be app i ed the proceeds of the Bands to make the Loan, to assign the revenues derived and to be derived by the Issuer from the Loan to the Trustee, and to perform and observe the prcwi si ms of the I ssuer Documents and the Bands on its part to be performed and observed.

(c) The Issuer has duly authorized the execution and delivery of the Issuer Documents and the issuance, execution, sale and delivery of the Bmds, and the performance of the obi i gati ons of the I ssuer thereunder.

(cl) To the best knavvledge of the Issuer, there is no I itigation pending or, to the knavvl edge of the I ssuer, threatened, in any court, either state or federal, cal Ii ng into question (i) the creation, organization or existence of the Issuer, (ii) the validity of the Issuer Documents orthe Bonds, (iii) the authority of the Issuer to adopt, make or perform, as the case may be, the Issuer Documents or to issue, execute and deliver the B mds or (iv) the exclusion from gross income of interest on the B mds for purposes of federal income taxation.

( e) A 11 actions on the part of the I ssuer necessary for the executi m and delivery of the Issuer Documents, the issuance, execution, sale and delivery of the Bmds and the performance by the Issuer of its obi igations thereunder have been duly and effectively talken. To the best kncwl edge of the Issuer, no cm sent, authorization or appraval of, or fi Ii ng or regi strati m with, any gavernmental or regulatory body is required on the part of the Issuer for the execution and delivery of the Issuer Documents, the issuance, execution, sale and delivery of the Bands, or the performance by the Issuer of its obi i gati ons under the I ssuer Documents or the B mds, except the aforesaid action on the part of the I ssuer which has been duly and effectively talken.

(f) The Issuer makes no representation or warranty, express or implied, thatthe proceeds of the Bonds will be sufficient to finance the acquisition, constructim and equipp ng of the Project orthatthe Prqjectwi II be adequate or sufficient forthe Borravver' s intended purposes.

(g) The Issuer has used no broker in connection with the executim of and the transactions cmtempl ated by this I ndenture.

Section 2.02. Cavenants of the Issuer. The Issuer agrees with the Owners from time to ti me of the Bands that, so I mg as the Bands remain unpaid:

(a) The Issuer wi 11 pay or cause to be paid the principal of and the interest on the Bmds as the same become due, but solely to the extent pravided in Section 10.02 hereof.

16 48'D-l9'D-9577.7

(b) The Issuer will do, execute, acknavvledge, when appropriate, and deliver from time to time at the request of the Owners of the Bonds or the Trustee, and at the expense of the B orravver, such further acts, instruments, financing statements and cther documents as are necessary or desirable to better assure, transfer, pl edge or assign to the Trustee, and grant a security interest unto the Trustee in and to the Trust Estate and the cther properties and revenues herein described and ctherwi se to carry out the intent and purpose of the Issuer Documents and the Bands.

(c) The Issuer wi II not use or knavvingly permit the use of any proceeds of the Bands or other funds of the Issuer, directly or indirectly, in any manner, and wi 11 not take or knavvingly permit to be taken any other action or actions, which would result in any of the Bonds being treated as an obligation not described in Section 142(a)(7) of the Code by reason of such Bond not meeting the requirements of Section 142(d) of the Code.

(cl) The Issuer wil I at all times do and perform al I acts and things permitted by I aw and this I ndenture which are necessary or desirable in order to assure, and wi 11 nct knavvingly take any action which will adversely affect, the excludability of interest on the Bonds from gross income for federal income tax purposes (other than Bonds held by a "substantial user" of the Project or a "related person" to a "substantial user," each as defined in Section 147(a) of the Code).

In making the cavenants set forth in Sections 2.02(c) and (cl) abave, the Issuer is relying exclusively on the cavenants and representations of the Borravver in the Loan Agreement and the Tax Certificate, and any default by the Borrcwer thereunder shall not constitute a default by the Issuer hereunder with respect to the cavenants in Section 2.02(c) and (cl) abave.

ARTICLE Ill

AUTHORIZATION AND ISSUANCE OF BONDS

Section 3.01. Authorization of Bonds.

(a) There is authorized, established and created by this Indenture an issue of Bonds of the lssuerto be kncwn and designated as the "City and County of San Francisco Multifanily Housing Revenue Bonds (Alice Griffith Phase 4 Apartments Prqject), Seri es 201 7C" in the original aggregate principal amount of $14,450,000. No addi ti anal bonds shal I be authorized or issued under this Indenture. The Bands shal I be issued for the purpose of making the Loan by depositing such amounts in the various accounts of the Project Fund estallished hereunder.

(b) The Bonds are authorized to be issued as drawdavvn Bonds. The Owners of the Bonds shall fund the purchase price of the Bonds in installments. The initial i nstal I ment forthe purchase of the Bands shal I be funded from the purchase price of the Bands in the amount of $55,000 to be advanced by the Owners of such Bands and received by the Trustee on the Closing Date, which purchase price shall be deposited in the Prqject Fund for application as pravided in Section 5.02 hereof. Pravided that the conditions to advance contained in the Construction Disbursement Agreement are either satisfied or

17 48'D-l9'D-9577.7

waived 0\/ the Servicer, the balance of the p.,1rchase price of the Bands shal I be advanced in subsequent installments 0\/ the Owners (if more than one Owner, pro rata based on the respective maximum face principal announts of such Bonds) less applicable Retainage. The purchase price of the Bands so advanced shal I be al I ocated to the payment, or reimb.Jrsement for the payment, of Qualified Costs of the Project. Upon receipt of a Funding Notice described belcw, the Trustee shall pravide the Owners with written directions to fund a portion of the purchase price of the Bands nct I ess than 10 Business Days prior to the date when such funds are required from the Owners, which such notice shal I describe the annount of the purchase price to be funded and the purposes to which the proceeds of the Bands so purchased wi 11 be applied. Upon the payment of any portion of the p.,1rchase price of the Bands 0\/ the Owners in accordance with the terms of this Section 3.0l(b), such payment shall be deposited 0\/ the Trustee in the Project Fund as designated in the corresponding funding notice received 0\/ the Trustee from the Servicer (each, a "Funding Nctice") and thereafter immediately applied in accordance with the corresponding Requisition pursuant to Section 5.02 hereof. The Trustee shall maintain in its books a log (which may be maintained through the bond recordkeeping system utilized 0\/ the Trustee) which shal I reflect from ti me to ti me the payment of the purchase price of Bonds 0\/ the Owners in accordance with the pravisions of this Section 3.0l(b). If presented to the Trustee 0\/ any Owner, amounts funded 0\/ the Owners in accordance with the prCNisions of this Section 3.0l(b) shall be noted on Schedule A attached to the applicable Bond so presented to the Trustee. Nctwithstanding any prCNision in Section 3.06 hereof to the contrary, the Bonds shall bear interest as pravided in Section 3.06 hereof upon the deposit with Trustee 0\/ the Owners of the annount of purchase price of the Bonds so paid in accordance with the prCNisions of this Section 3.01 (b).

Anything herein to the contrary nctwithstanding, to the extent all the ful I authorized amount of the Bands have not been purchased 0\/ August 9, 2020, the remaining authorized principal amount of the Bands shal I be p.,1rchased 0\/ the Owners prior to December 31, 2020, O\f advancing the purchase price for the remaining principal annount of the Bands to the Trustee for deposit in the Prqject Fund, unless the Borrcwer delivers to the Trustee and the Issuer an opinion of Bond Counsel to the effect that a fai I ure to p.,1rchase the remaining principal amount of Bands priorto December 31, 2020, wi 11 nct, in and of itself, adversely affect the exclusion of interest on the Bands from gross income for federal income tax p.,1rposes.

Section 3.02. Conditions PrecedenttoAuthentication and Delivery of Bonds. Prior to the initial authentication and delivery of the Bonds, the Trustee shall have received each of the follcwing:

(a) the original executed Note, and executed original counterparts of this Indenture, the other I ssuer Documents and the Loan Documents;

(b) confirmation from the Servicer or its counsel thatthe conditions to the initial p.,1rchase of Bands contained in the Construction Disbursement Agreement have been satisfied or waived 0\/ Servicer;

( c) a certified copy of the R esol uti on;

18 48'D-l9'D-9577.7

( cl) evidence of the payment of the i ni ti al i nstal I ment of the p.,1rchase price of the Bands and deposit of the B orrcwer funds required pursuant to Section 5.01 ( c) of this Indenture;

(e) an opinion of Bond Counsel substantially to the effect that the Bonds constitute legal, val id and b nding obligations of the Issuer and that under existing statutes, regulations, rulings and court decisions, the interest on the Bands is not incl udabl e in gross income of the Owners (other than an Owner who is a" substantial user" of the Prqject or a "related person" to a "substantial user," as defined in Section 147(a) of the Code) for federal i nconne tax purposes;

(f) an opnion of Counsel to the BorrOvVer addressed to the Issuer and the Trustee, in form and substance satisfactory to the I ssuer; and

(g) an original investor letter executed by the initial purchaser(s) of the Bonds, in substantially the form set forth in Exhibit B hereto.

Section 3.03. Registered Bonds. The Bonds shall be in fully registered form and shal I be payable in accordance with the prcwi si ons hereof and of the Bands to the Owner thereof as shewn on the records maintained by the Trustee. The Bonds shall be initially issued as a certificated instrument in the Authorized Denomination and shal I nct be held in book-entry form.

Section 3.04. Loss, Theft, Destruction or Mutilation of Bonds. In the event a Bond is rnuti I ated, I ost, stolen or destroyed, the I ssuer may execute and the Trustee may authenticate and deliver a mw Bond bearing a notation indicating the principal annount outstanding, in exchange forthe mutilated Bond, or in substitution for a Bond so destroyed, lost or stolen. In every case of exchange or substitution, the applicant shall furnish to the Issuer and the Trustee (a) such security or indemnity as may be required by them to save them harmless from all risks, hOvVever remote, and ( b) evidence to their satisfaction of the muti I ati on, destruction, I oss or theft of a Bond and of the cwnership thereof. Upon the issuance of a Bond upon such exchange or substitution, the Trustee may require the payment of a sum sufficient to caver any tax or other gavernmental charge that may be imposed in relation thereto and any cther expenses, including counsel fees, of the Issuer and the Trustee. I n case a Bond shal I become muti I ated or be destroyed, I ost or std en, the Trustee may, instead of authenticating a Bond in exchange or substitution therefor, pay or authorize the payment of the same (without surrender thereof exce[X in the case of a muti I ated Bond) if the applicant for such payment shal I furnish to the Issuer and the Trustee such security or indemnity as they may require to save them harmless and evidence satisfactory to them of the rnuti I ati on, destruction, I oss or theft of the Bond and of the OvVnershi p thereof.

Section 3.05. TermsofBondsGenerally.

(a) Registration; Denomination. The Bonds shall be issued only as a single fully registered bond, without coupons in the principal annount equal to the aggregate of the p.,1rchase price of the Bond advanced from ti me to time by the Owners. Thereafter, the Bonds shall be issuable in any Authorized Denomination required to effect transfers, exchanges or redem[Xions permitted or required by this Indenture. The Bonds shall be

19 48'D-l9'D-9577.7

substantially in the form of Exhibit A hereto, with such amendments and changes as the officer executing the same shal I deem appropriate.

(b) DateandMaturity. All Bondsshall bedatedtheClosingDate. The Bonds shal I bear interest unti I paid in ful I, payall e for the periods, in the announts, at the rates, and as pravided in Section 3.06 hereof. The Bonds shall mature on the Maturity Date, unless sooner redeemed or accelerated.

(c) Payment. The principal of and interest on the Bonds shall be payable in lawful money of the United States of America by check or draft of the Trustee. Payments of interest and of principal upon redemption pursuant to Section 4.01 (f) hereof shal I be rrai I ed by fi rst -cl ass rrai I to the Owners of the B ands at thei r addresses appeari ng on the records of the Trustee; pravi ded, hcwever, that the payment to the Servicer shal I, upon written request of the Servicer, be transmitted by the Trustee by wire transfer or other means requested in writing by the Servicer. Payment of the principal (other than upon redemption pursuant to Section 4.0l(f) hereof) of a Bond shall only be made upon surrender of the Bond at the Principal Office of the Trustee. Notwithstanding anything in this Indenture to the contrary, al I payments of principal and interest with respect to Bands cwned by the Majority Owner shall, atthewritten request of the Majority Owner, be made by wire transferto the Majority Owner withoutthe requirement of surrender of such Bands under any circumstances, exce[X upon the final maturity or payment or redemption in full of the Bands.

( cl) N cti ce of Payment of P ri nci pal. Within 5 Business Days of each payment by the Trustee of principal on the Bands, the Trustee wi 11 notify the Issuer vi a mutually acceptable electronic means, with recei rx confirmed by the Trustee, of the aggregate principal annount of Bands that rerrai n Outstanding or that no Bands rerrai n Outstanding.

Section 3.06. Interest on the Bonds.

(a) General. The cumulative principal annount of the Bonds for which installment purchase payments have been received by the Trustee shall bear interest at the applicable rate prcwided belcw. On each Interest Payment Date, interest accrued for the previous Calculation Period shall be payalle. Priortothe Conversion Date, interest on the Bands shal I be computed on the basis of a 360 day year for the actual number of days elapsed, and on and after the Conversion Date, interest on the Bands shal I be computed on the basis of a 360-oay year of 12 equal months of 30 days each.

(b) Construction Period Rate. During the Initial Interest Rate Period, except as pravided in subsection (cl) or (e) of this Section, the Outstanding Bonds shall bear interest at the Construction Period Rate.

(c) Permanent Period Rate. From and after the Conversion Date, except as pravided in subsection (cl) or (e) of this Section, the Outstanding Bonds shall bear interest at the Permanent Period Rate. Not less than 30 days prior to the Conversion Date, the Trustee shal I prcwi de ncti ce by fi rst--cl ass rrai I, postage prepaid, to al I Owners (with a copy to the I ssuer and the B orrcwer) at thei r addresses shewn on the bond regi ster pravi di ng that

20 48'D-l9'D-9577.7

the interest rate on Bands remaining Outstanding after the Conversion Date wi 11 be converted to the Permment Period Rate effective on the Conversion Date. Failure to mail any such nctice or any defect in the mai Ii ng thereof in res~ct of any Bond shal I not affect the validity of the conversion of the interest rate with res~ to any Bond.

(cl) Alternative Rate. Fdlcwing the occurrence of an Event of Default under the Loan Agreement or an Event of Default under this Indenture, the Bonds shall bear i nterest at the A I ternati ve Rate.

(e) Taxalle Rate. If an Initial Nctification of Taxab lity shall occur, the Bonds shall bear interest from the date of such Initial Notification of Taxability at the Taxalle Rate. If such Initial Notification of Taxabil ity is reversed lJy the Internal Revenue Service or a court of com~ent j uri sdi cti on and a Determination of T axabi Ii ty has not occurred, the Bands shal I bear interest from the date of such reversal at the rate appl i call e to the Bonds prior to the Initial Notification of Taxability, and the Owners shall refund to the Borrcwer on or prior to the next succeeding Bond Payment Date the excess interest previously paid. This pravision shal I survive the discharge of this Indenture.

(f) Additional Interest. The Owners of the Bonds shall also be entitled to Additional Interest, which amount, if any, shall be deposited in the Revenue Fund pursuant to the prCNisions of Section 3.2(b) of the Loan Agreement.

(g) Usury. Notwithstanding any pravision of this Indenture to the contrary, in no event shal I the interest contracted for, charged or received in connection with the Bands (including any other costs or considerations that constitute interest under the laws of the State which are contracted for, charged or received pursuantto this Indenture) exceed the maximum rate of nonusurious interest allcwed underthe laws of the State as presently in effect and to the extent of any increase allcwable lJy such lctvVs. To the extent ~rmitted lJy law, interest contracted for, charged or received on the Bonds shall be allocated aver the entire term of the Bands, to the end that interest paid on the Bands does nct exceed the maximum amount ~rmitted to be paid thereon lJy lctvV. Excess interest, if any, pravided for in this I ndenture, or otherwise, shal I be canceled automatically as of the date of such acceleration or, if theretofore paid, shall be credited as principal paid on the Bonds.

Section 3.07. Payment of Principal of and Interest on the Bonds. Principal of and interest on the Bonds shall be payable in the fdlcwing mmner: (i) commencing the first day of the second month after the month in which the CI osi ng Date occurs and continuing on each I nterest Payment Date thereafter unti I the Conversion Date, interest on the Outstanding principal balance of the Bands (which amount shal I reflect so much of the purchase price as shal I have been paid pursuantto Section 3.01 (b)) at the app icable interest rate forthe Bonds shall be due and payalle in arrears; (ii) on the Conversion Date, a single payment of interest due in advance forthe ~riod beginning on the Conversion Date to the first day of the month follcwing the Conversion Date at the Permment Period Rate shall be due and payable; (iii) commencingonthefirstday of the month follcwing the first full month after the Conversion Date and continuing on each Interest Payment Date thereafter unti I the Maturity Date, payments of principal and interest in arrears on the Bands shall be due and payable in accordance with the terms of the Note; and (iv) the entire unpaid principal balance of the Bands, the Prepayment Equalization Payment (if any) and all accrued and

21 48'D-l9'D-9577.7

unpaid interest (including any Additional Interest) shall be due and payable in ful I on the Maturity Date, if not paid earlier. To the extent more than one Bond is issued and Outstanding at any one time under the tenns of this Indenture, payments of principal, interest and premium (if any) on the Bands shal I be made in a pro rata manner based on the Outstanding principal amount of the Bands.

Section 3.08. Execution and Authentication of Bonds.

(a) The Bonds shall be executed on behalf of the Issuer 0\/ the manual or facsi mi I e signature of the Mayor of the I ssuer.

(b) In case any officer of the I ssuerwhose signature or facsimile signature shall appear on any of the Bands shal I cease to be such officer before the Bands so signed and sealed shall have been actually delivered, such Bonds may, nevertheless, be delivered as herein pravi ded, and may be issued as if the Persons who signed or sealed such Bands had not ceased to hold such offices or be so employed. Any Bond may be signed and sealed on behalf of the Issuer 0\/ such Persons as, at the actual ti me of the execution of such Bond, shal I be duly authorized or hold the proper office in or empl 0yment 0\/ the I ssuer, although at the date of delivery of the Bands such Persons may nct have been so authorized nor have held such office or empl 0yment.

(c) No Bond shall be valid or olligatory for any purpose or shall be entitled to any right or benefit under this Indenture uni ess there shal I be endorsed on such Bond a certificate of authentication in the form set forth in such Bond duly executed 0\/ the Trustee, 0\/ the manual signature of an authorized signatory thereof, and such certificate of the Trustee upon any Bond executed on behalf of the Issuer shall be conclusive evidence that the Bond so authenticated has been duly issued under this I ndenture and that the Owner thereof is enti tied to the benefits of this I ndenture.

Section 3.09. Negotiability, Transfer and Registry of Bonds.

(a) All the Bonds issued underthis Indenture shall be negctialle, subject to the pravisions for registration and transfer contained in this Indenture and in the Bonds. So long as this Indenture remains in force, the Trustee, as registrar, shall maintain and keep books for the recordati on of the taxpayer i denti fi cation number of each of the Owners of the Bands and the registration, transfer and exchange of Bands. Each Bond shal I be transferable only upon the books of registration. The Trustee is appointed registrar, to act as agent of the I ssuer for the registration and transfer of Bands and the maintenance of the books of registration. The I ssuer may appoint a successor registrar upon notice 0\/ mai I to the Trustee and the Owners of the Bands.

(b) Upon a partial redemption of the Bonds, the Issuer shall execute and the Trustee shal I authenticate and deliver new certificates representing the unredeemed portion of the Bonds to be so redeemed in part, in exchange for the certificates representing the Bands to be so redeemed in part. Surrender of Bands for execution, authentication and delivery of new certificates shal I nct be a precondition to the redemption of Bands pursuant to Section 4.0l(f) hereof. If a Bond shall be transferred in part, such Bond shall be delivered to the registrar, and the Trustee shall, on behalf of the Issuer, deliver two Bonds

22 48'D-l9'D-9577.7

in replacement therefor, having the same maturity and interest pravi si ons and in the same aggregate principal amount as the Bond so delivered.

(c) Upon surrender of the Bonds at the Principal Office of the Trustee with a written instrument of transfer satisfactay to the Trustee, duly executed by the Owner or his attorney duly authorized in writing, such Bands may, at the option of the Ownerthereof, ~ exchanged for an equal aggregate principal amount of Bonds in Authorized Denorni nations.

(cl) The BorrOvVer shall ~r all costs in connection with any transfer or exchange of Bands, including the reasonable fees and expenses of the I ssuer, Bond Counsel and the Trustee and of any required i ndernni ty for the Issuer and the Trustee, pravi ded that the costs of any tax or other gavernmental charge i rnposed upon such transfer or exchange shal I ~ lx:Jrne by the Owner of the Bond.

( e) Bands shal I ~ transferred upon presentation and surrender thereof at the Principal Office of the Trustee by the Owner thereof or his attorney duly authorized in writing with due endorsement for transfer or accompanied by a written instrument of transfer in forrn satisfactory to the Trustee. A 11 Bands surrendered in any exchanges or transfers shall forthwith~ canceled. For every such exchange or transfer of Bonds, there shal I ~ rnade a charge sufficient to pay any tax or cther gcwernmental charge required to ~ paid with respect to such exchange or transfer, which surn or surns shal I ~ paid by the Owner requesting such exchange or transfer as a condition precedentto the exercise of the privilege of making such exchange or transfer. The Trustee shall not~ olligated to (i) authenticate, exchange or transfer any Bond during a period ~ginning at the opening of business on any Record Date and ending at the close of business on the next succeeding Interest Payment Date, (ii) authenticate, exchange or transfer any Bond during a period ~ginning at the opening of business 15 days next preceding any selection of Bonds to~ redeemed and ending at the close of business on the date of the first giving of notice of such redernp:ion, or (iii) transfer or exchange any Bonds called or ~ing called for redernpti on in whd e or in part.

48'D-l9'D-9577.7

(f) The Bonds may~ transferred in whde by their Owner only as fdlOvVs:

(i) to the BorrOvVer, any subsidiary of the initial Owner, any Affiliate of the Owner, any entity arising out of any merger or consolidation of the Owner, or a trustee in bankrup:cy of the Owner;

(ii) to any Accredited Investor, or any entity in which al I of the equity cwners are Accredited Investors, or any Qualified Institutional Buyer;

(iii) to any bank, savings institution or insurance company (whether acting in a trustee or custodial capacity for any Accredited Investor or Qualified Institutional Buyer or on its cwn ~half); or

(iv) to CCRC, including, without limitation, on the Conversion Date.

23

Any transfer of Bonds described in clause (ii), (iii) or (iv) of this Section 3.09(f) shall be conditioned upon delivery by the proposed transferee to the Trustee of an investor letter in substantially the form set forth in Exhi at B hereto.

(g) In addition to any transfer permitted by Section 3.09(f), the Bonds may be transferred, in whole or in part, to one or more Owners upon receipt by the I ssuer, each Owner making such transfer, and the Trustee of (i) any disclosure document which is prepared in connection with such transfer, (ii) evidence that the Bonds are rated "A" or better by one of S& P or Moody's, and (iii) an opinion of Bond Counsel to the effect that (A) the exemption of the Bonds or any securities evidenced thereby from the registration requirements of the Securities Act of 1933, as amended, and the exemption of this Indenture from qualification under the Trust Indenture Act of 1939, as amended, wi II not be impaired as a result of such transfer, and ( B) such transfer wi 11 not adversely affect the exclusion of interest accrued on the Bands from gross i ncorne of the Owners thereof ( cther than an Owner who is a "substantial user" of the Project or a "related person" to a "substantial user," as defined in Section 147(a) of the Code) for federal income tax purposes.

Section 3.10. Ownership of Bonds. The Issuer, the Trustee and any other Person may treat the registered cwner of any Bond as the absolute cwner thereof, whether such Bond shal I be cwerdue or not, for the purpose of receiving payment of, or on account of, the principal or redemption price of and interest on such Bond and for al I other purposes whatsoever, and payment of the principal or redemption price, if any, of and interest on any such Bond shall be made only to, or upon the order of, such registered cwner. A 11 such payments to such registered cwner shal I be valid and effectual to satisfy and discharge the Ii abi I ity of the Issuer upon such Bond to the extent of the sum or sums so paid, and neitherthe Issuer nor any Trustee shal I be affected by any notice to the contrary.

Section 3.11. Payments on Bonds Due on Non-Business Days. In any case where any Bond Payment Date shal I be a day cther than a Business Day, then payment of the Bands need nct be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the Bond Payment Date, and no interest shal I accrue for the period from and after such date.

Section 3.12. Registration of Bands in the Book--E ntry Only System.

(a) Nctwithstandi ng any pravision herein to the contrary, the prcwisions of this Section 3.12 and the Representation Letter (as defined belcw) (i) shall not apply unless the Bonds are rated "A" or better by one of S& P or Moody's, and (ii) shall apply with respect to any Bond registered to Cede & Co. or any other nominee of The Depository Trust Company ("OTC") while the Book-Entry OnlySystem(meaningthe system of registration described in paragraph (b) of this Section 3.12) is in effect. The Book-Entry Only System shall become effective 30 days afterthe Owners of all the Bonds prcwide nctice in writing to the Trustee, the B orrcwer, and the Issuer that they are requesting the Bands be held in a Book-Entry Only System, subject to the pravisions belcw concerning termination of the Book-Entry Only System. Until all of the Owners of the Bonds prcwide such notice, the Book--E ntry Only System shall nct be in effect. In addition, the Bonds shal I nct be held in

24 48'D-l9'D-9577.7

a Book-Entry Only System unless the Issuer and the Trustee shall have received written evidence that the Bmds are rated "A" IT better by one of S& P or Moody's.

(b) Urx:in the effectiveness of the Book-Entry Only System, the Issuer shall execute and deliver, and the Trustee shal I transfer and exchange, B md certificates fIT a separate single authenticated fully registered B md for each stated maturity in substantially the form pravided for in Exhibit A hereto. Any legend required to be on the Bonds by OTC may be added by the Trustee. On the date of delivery thereof, the Bonds shall be registered in the registry books of the Trustee in the name of Cede & Co., as nominee of OTC as agent forthe Issuer in mai ntai ni ng the B ook--E ntry Only System. With respect to Bmds registered in the registry books kept by the Trustee in the name of Cede & Co., as nominee of OTC, the Issuer, the BITrcwer, and the Trustee shall have no respmsibility or obligation to any Participant (which means securities brokers and dealers, banks, trust companies, clearing corporations and various other entities, some of whom or their representatives cwn OTC) or to any Beneficial Owner (which means, when used with reference to the Book-Entry Only System, the Person who is cmsidered the Beneficial Owner of the Bonds pursuant to the arrangements fIT book entry determination of cwnershi p applicalle to OTC) with respect to the fd lcwing: (i) the accuracy of the records of OTC, Cede & Co. or any Participant with respect to any cwnershi pi nterest in the Bands, (ii) the delivery to or from any Participant, any Beneficial Owner (as defined pursuant to the Book-Entry Only System IT any other Person, other than OTC, of any notice with respect to the Bands, including any ncti ce of redemption or tender (whether mandatory IT optional), IT(iii) the payment to any Participant, any Beneficial Owner or any other Person, ctherthan OTC, of any amount with respect to the principal or premium, if any, or interest m the Bonds. The Trustee shall pay all principal of and premium, if any, and interest m the Bands only to or upon the order of OTC or its nominee, and al I such payments shal I be valid and effective fully to satisfy and discharge the Issuer's obligations with respect to the principal of any premium, if any, and interest m Bonds to the extent of the sum IT sums so paid. No Person ctherthan OTC or its nominee shall be entitled to receive an authenticated B md evidencing the obi i gati on of the I ssuer to make payments of principal and premium, if any, and interest pursuant to this Indenture. U rx:in delivery by OTC to the Trustee of written notice to the effect that OTC has deternined to substitute a new nominee in place of Cede & Co., the words" Cede & Co." in this Indenture shal I refer to such new nominee of OTC.

(c) U rx:in receipt by the Trustee of written nctice from OTC to the effect that OTC is unable or unwilling to discharge its responsibilities, the Issuer shal I issue and the Trustee shall transfer and exchange Bonds as requested by OTC in appropriate amounts and in AuthITized Denominations, and whenever OTC requests the Issuer and the Trustee to do so, the Trustee and the I ssuer wi 11, at the expense of the B orrcwer, cooperate with OTC in taking appropriate action after reasmabl e notice (i) to arrange for a substitute bond depository wi 11 i ng and able upm reasonable and customary terms to maintain custody of the Bonds or (ii) to make avai lalle fortransfer and exchange Bonds registered in whatever name IT names and in whatever authorized denominations as OTC shall designate.

(cl) In the event the Beneficial Owners subsequently determine that the B enefi ci al Owners should be able to obtain B md certificates, the B enefi ci al Owners may

25 48'D-l9'D-9577.7

so notify OTC and the Trustee, whereupon OTC will notify the Participants of the avai lab lity through OTC of Bond certificates. In such event, the Issuer shal I issue and the Trustee shall, at the expense of the Beneficial Owners, transfer and exchange Bond certificates as requested by OTC in app-opri ate amounts and in Authorized Denominations. Whenever OTC requests the Trustee to do so, the Trustee will, at the expense of the Beneficial Owners, cooperate with OTC in taking app-opriate action after reasonable notice to make available for transfer and exchange Bonds registered in whatever nanne or nannes and in whatever Authorized Denominations as OTC shal I designate.

(e) Nctwithstanding any other prCNision of this Indenture to the contrary, so long as any Bondi s registered in the nanne of Cede & Co., as nominee of OTC, all payments with respect to the principal of, p-emium, if any, and interest on such Bond and al I notices with respect to such Bond shall ~ made and given, respectively, to OTC as p-avided in the Letter of Rep-esentation to~ delivered by the BorrOvVer and the Trustee to OTC (the " Representation Letter").

(f) Nctwithstandi ng any pravision herein to the contrary, so long as the Bonds outstanding are held in the Book-Entry Only System, if less than all of such Bonds of a maturity are to~ redeemed upon any redemption of Bands hereunder, the particular Bands or portions of Bonds to~ redeemed shall~ selected by OTC in such manner as OTC may determine.

(g) So long as the Book-Entry Only System is in effect, a Beneficial Owner who elects to have its Bonds purchased pursuant to this Indenture shall effect delivery by causing a Participant to transfer the B enefi ci al Owner's interest in the Bands pursuant to the Book-Entry Only System. The requirement for physical delivery of Bonds in connection with a demand for purchase or a mandatory purchase will ~ deemed satisfied when the OvVnership rights in the Bonds are transferred in accordance with the Book-Entry Only System.

ARTICLE IV

REDEMPTION OF BONDS

Section 4.01. Mandatory Redemption. The Bonds shall ~ subject to mandatory redemption, and shall ~ redeemed priorto maturity, as follcws:

(a) in whole or in part on the first Interest Payment Date for which nctice can ~ given in accordance with this Indenture after the Comp eti on Date to the extent of excess funds on deposit on such date in the Loan Account of the Project Fund, determined as p-avided in Section 5.03 of this Indenture; or

(b) in whole or in part on the first Interest Payment Date for which adequate notice can ~ given in accordance with this Indenture after and to the extent that I nsurance Proceeds or a Condemnation Award in connection with the Prqject are deposited in the Insurance and Condemnation Account of the Project Fund and are nct to~ used to repair or restore the Project (which unused Condemnation Award or Insurance Proceeds shall ~

26 48'D-l9'D-9577.7

applied to the redemption of Bonds, unless all of the Owners shall have appraved a proposed alternative application of such funds and the Trustee and the Servicer shal I have received an opinion of Bond Counsel to the effect that such proposed alternative application of such funds will not adversely affect the exclusion of interest on the Bonds from gross income of Owners (other than an Owner who is a "substantial user" of the Project or a "related person" to a "substantial user," as defined in Section 147(a) of the Code)); or

(c) in whole on the first Interest Payment Date for which nctice can be given to the Owners in accordance with this Indenture fdlcwing recei[X by the Trustee of nctice from the Servicer demanding such redemption, follcwing a Determination of Taxability; or

(cl) in whole, or in part, on any day on or afterthe Conversion Date, from the proceeds of a prepayment by the Borrcwer of the Loan derived from any source of funds, including, without Ii mitati on, proceeds of any refunding or refinancing received by the Borrcwer, if so directed by the Borrcwer in a writing delivered to the Trustee at least 12 Business Days prior to the Conversion Date, suqj ect to the terms of the N cte as modified by the Ncte Addendum; or

(e) on the Conversion Date, in an annount sufficient to reduce the aggregate principal annount of Outstanding Bands to the I esser of $7,000,000 orthe annount necessary to achieve compiance with the Conversion Conditions set forth in the Bond Purchase Agreement; or

(f) on and after the Conversion Date, in part in announts corresponding to the principal payments of the Loan made pursuant to the terms of the Note as modified by the N cte Addendum; or

(g) inwhde, follcwing recei rx by the Trustee of notice from the Servicer stating that an Event of Default has occurred under the Loan Agreement (including the Ncte Addendum after the Conversion Date) or the Construction Disbursement Agreement and demanding redemption of the Bonds, on any date selected by the Servicer, specified in a notice in writing delivered to the Borrcwer at least 1 O days priorto such date; or

(h) in whole or in part on any date, from the proceeds of a prepayment by the Borrcwer of the Loan that is required pursuant to the Note, the Construction Disbursement Agreement or the Loan Agreement.

Section 4.02. Redemption Price of Bonds Redeemed Pursuant to Mandatory Redemption. Any Bands being redeemed before maturity in accordance with Section 4.01 of this Indenture shal I be redeemed at a redemption price equal to the principal annount of the Bands being redeemed, together with accrued i nterest to the date of redempti on, fl us ( a) the Prepayment Equalization Payment, if redem[Xion is under Section 4.0l(a), (b), (c), (cl), (g) or (h), and (b) Additional Interest, if redemption is under Section 4.0l(c).

Section 4.03. Optional Redemption. The Bonds shall nct be suqject to redemption during the period of ti me ending 1 7 months from the CI osi ng Date and thereafter may be redeemed

27 48'D-l9'D-9577.7

from the proceeds of an opti anal prepayment of the Loan by the B orrOvVer ( a) prior to the Conversion Date, in whole or in part, on any Interest Payment Date, and (b) on and after the Conversion Date, to the extent of permitted prepayments underthe terms of the Ncte as modified by the Ncte Addendum.

Section 4.04. [Reserved].

Section 4.05. Notice of Redemption.

(a) Nctice of redemption shal I be given by the Trustee to the Owners and the BorrOvVer by facsimile transmission or other similar electronic means of communication, promp:ly confirmed in writing, nct less than 10 Business Days priortothe date fixed for redemption; prcwi ded that no notice of redemption shal I be required to be given to Owners for a redemption pursuantto Section 4.0l(e), (f) or (g) of this Indenture. Receipt of such notice of redemp:ion shall nct be a condition precedentto such redemption, and failure to so nctify any such registered Owners shall not affect the validity of the proceedings forthe redemption of the Bands.

(b) Nctice of redemp:ion having been given as pravided in subsection (a) of this Section 4.05 and al I conditions precedent, if any, specified in such notice having been sa.ti sfi ed, the Bands or portions thereof so to be redeemed shal I become due and payable on the date fixed for redemption atthe redemp:ion price specified therein plus any accrued interest to the redemption date, and upon presentation and surrender thereof at the fl ace specified in such notice, such Bands or portions thereof shal I be paid at the redemption price, pl us any accrued interest to the redemption date. On and after the redemption date ( uni ess funds for the payment of the redemption price and accrued interest shal I not have been pravided to the Trustee), (i) such Bonds shall cease to bear interest and (ii) such Bands shal I no I anger be considered as Outstanding under this I ndenture.

Section 4.CXi. Selection of Bonds To Be Redeemed.

(a) Except as ctherwise expressly set forth herein, if less than all the Bonds are to be redeemed, the particular Bands or portions of Bands to be redeemed shal I be selected by the Trustee, in such manner as the Trustee in its sole discretion may deem fair and appropriate so that Bands are redeemed, as nearly as practicable, from each Owner, if there is more than one Owner, on a pro rata basis according to the principal annount of Bands represented by each Bond Outstanding.

(b) In making such selection, the Trustee may treat each Bond to be redeemed as representing that number of Bands of the I OvVest Authorized Denomination as is olXai ned by dividing the principal annount of such Bond by such Authorized Denomination.

Section 4.07. Partial Redemption of Registered Bonds.

(a) In case part but not all of a Bond shall be selected for redemption, upon presentation and surrender atthe Principal Office of the Trustee of such Bond by the Owner thereof or his attorney duly authorized in writing (with due endorsement for transfer or accompanied by a written instrument of transfer in form satisfactory to the Trustee), the

28 48'D-l9'D-9577.7

Issuer shall execute and the Trustee shall authenticate and deliver to or upon the order of such Owner, without charge therefor, for the unredeemed portion of the p-i nci pal amount of the Bond so surrendered, a Bond or Bands, at the option of such Owner, of any Authorized Denomination of Ii ke tenor; p-avi ded, hew ever, that such surrender of Bands shall nct be required for payment of the redemption p-ice pursuant to Section 4.0l(g) or 4.0l(h) hereof. Bonds so p-esented and surrendered shall be canceled in accordance with thi s I ndenture.

(b) In the event of a partial redemption of Bonds or any failure of all of the Bands authorized hereunder to be purchased through the "drctNdavvn" mechanism pursuant to Section 3.0l(b) through the Conversion Date, the mandatory sinking fund payments shall be adjusted to pravide for approximately equal monthly payments of principal and interest at the appicable rate hereunder (taking into account minimum denominations of the Bands) on the respective Bands remaining Outstanding after taking into account such partial redemption. If requested lJy the Trustee, the Servicer shall pravide the Trustee with a mandatory sinking fund schedule reflecting such adjustment.

Section 4.08. Assignment of Loan and Tender of Bonds.

(a) Nctwithstandi ng anything to the contrary in the Bonds or this Indenture, the Bands shal I be suqj ect to orxi anal tender for cancel I ati on lJy the Owner in accordance with the p-avisions of this Section 4.08.

(b) Upon recei[X lJy the Owner of notice lJy CCRC of its election to exercise the Loan Purchase Option pursuant to Section 1.6 of the Bond Purchase Agreement, the Owner shal I prcwide written notice to the Issuer and the BorrOvVer, in the manner specified in Section 10. 08 of this I ndenture and Section 8. 7 of the Loan Agreement, at I east 30 days p-i or to the specified tender date ("Tender N oti ce"), of its election to tender for cancel I ati on the outstanding Bonds as of such date (the "Tender Date'') and to transfer all of its right, title and interest in, to and underthe Note, the Deed of Trust and the cther Loan Documents to CCRC on the Tender Date (the "Loan Purchase").

( c) On the Tender Date, Bands tendered for cancel I ati on pursuant to Section 4.0S(b) (but notthe Ncte, the Deed of Trust or the other Loan Documents) shall be deemed paid in ful I and retired and shal I be cancel I ed on the books of the Trustee, upon surrender of the Bands to the Trustee. On the Tender Date, this Indenture shal I be terminated in accordance with Section 9.01 of this Indenture, suqject to any indemnification or other rights exp-essly intended to survive termination as set forth in this Indenture. On the Tender Date, the Owner shal I transfer al I of its right, ti tie and interest in, to and underthe Note, the Deed ofTrustandtheother Loan DocumentstoCCRC. Upon such Loan Purchase, cancellation of the Bonds, and termination of the Indenture, the Issuer and the Trustee shall have no further interest in the Loan or the Loan Documents, subject to any indemnification or other rights expressly intended to survive termination as set forth in the Loan Documents, including, without limitation, (i) all of the rights and interests of the Issuer under the Regulatory Agreement, which shal I remain in ful I force and effect in accordance with its terms and (ii) rights to indemnification, to the payment of fees and expenses, to the computation and payment of rebate with respect to the Bonds, and with

29 48'D-l9'D-9577.7

respect to post--i ssuance canpliance underthe Tax Certificate. To effect the foregoing, the parties shal I execute and deliver an Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibt E, and CCRC shall execute and deliver an Investor Letter, substantially in the form attached to that Assignment and A ssum[Xi on Agreement. The I ssuer and the Trustee shal I take such other actions as may be reasonably requested, at the expense of the BorrOvVer, in order to effect the Loan Purchase, and the cancellation of the Bands and the termination of the Indenture in connection therewith, in accordance with this Section.

( cl) At any ti me prior to the Tender Date, at the written request of the Owner and CC RC, delivered to the Issuer, the Trustee and the Borrcwer, given in the same manner as the Tender Nctice, the Tender Notice may be cancelled and rescinded, pravided the B orrOvVer shal I sti 11 be responsible for any expenses of the I ssuer or the Trustee incurred pursuant to the Tender Notice.

ARTICLE V

ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS, APPLICATION THEREOF AND SECURITY THEREFOR

Section 5.01. Establishment of Funds and Accounts; Application of Proceeds of the Bonds; and Other Amounts.

(a) The follOvVing Funds and Accounts are created and estal:lished as special trust funds:

(i) the Project Fund, consisting of:

(A) the Loan Account;

(B) the Insurance and Condemnation Proceeds Account;

(C) the Equity Account; and

(D) the Capitalized Interest Account;

(ii) the Tax and Insurance Fund;

(iii) the Revenue Fund; and

(iv) the Rebate Fund.

(b) All the Funds and Accounts created 0\/ subsection (a) of this Section 5.01 shall be held 0\/ the Trustee in trust for application only in accordance with the pravisions of this Indenture.

30 48'D-l9'D-9577.7

(c) The initial installment forthe sale of the Bonds ($55,CXX)), shall be app ied as f d I cws: $ 5 5, CXX), representi ng the proceeds of the sale of the B ands, shal I be deposited in the Loan Account of the Project Fund.

( cl) The B orrcwer shal I, from its cwn funds, deposi twi th the Trustee the amount of $3,612.50, which amount the Trustee is herel:Jy directed to deposit into the Equity Account of the Prqject Fund until delivery of an invoice to the Trustee from the California Debt and Investment Advisory Commission ("CDIAC") upon receipt of which the Trustee shall, withoutthe need for a requisition, disburse the same for payment to CDIAC.

Section 5.02. Prqject Fund.

(a) Deposit of Moneys. The annunt specified in Section 5.0l(c) shall be deposited in the Loan Account of the Project Fund. The Loan Account of the Project Fund shall be funded from time to time as and when installments of the purchase price of the Bonds are paid lJy the Owners pursuant to Section 3.0l(b) hereof. Any amounts received lJy the Trustee from the Guarantor, and any amounts received lJy the Trustee from the B orrcwer in response to demands lJy the Trustee orthe Servicer for deposits of B orrcwer' s funds shall be deposited in the Equity Account of the Prqject Fund. All Condemnation Awards and Insurance Proceeds shall be deposited in the Insurance and Condemnation Proceeds Account of the Project Fund. Any other funds directed lJy the Issuer, the Servicer or the Borrcwerto be deposited in the Prqject Fund which are not required to be otherwise deposited or disbursed shal I be so deposited lJy the Trustee upon recei fl: of funds and such direction.

48'D-l9'D-9577.7

(b) Use of Moneys.

(i) Loan Account and Equity Account. The Trustee shall make payments from the Loan Account for the purpose of paying the Qualified Costs of the Project. The Trustee shall make payments from the Equity Account to pay (A) al I costs of construction and equipping of the Project otherthan Qualified Costs of the Project and (B) to the extent amounts on deposit in the Loan Account are insufficient for such purposes, all Qualified Costs of the Prqject. Disbursements from the Loan Account and the Equity Account shal I be made lJy the Trustee upon receipt of a R equi si ti on, executed lJy an Authorized Representative of the B orrcwer and apprcwed lJy an Authorized Representative of the Servicer.

(ii) Capitalized Interest. On or prior to the last Business Day immediately preceding each Interest Payment Date up to and including the Completion Date, the Trustee shall transfer any funds on deposit in the Captalized Interest Account to the Revenue Fund to pay interest on the Bands accruing up to and including the Completion Date without submission of any Requisition. After the Completion Date, amounts held in the Captalized Interest Account shall be applied to pay Qualified Costs of the Project or, to the extent such moneys represent proceeds of the Bands, transferred to the Revenue Fund for app i cation to the redemption of Bonds pursuant Section 4.0l(a), and otherwise, as pravided in Section 5.03 hereof, released to the Borrcwer, in each case upon the written

31

directim of the Servicer to the Trustee (a copy of which shall ~ pravided to the B orrOvVer by the Servicer).

(iii) [intentionally omitted]

(iv) [intentionally omitted]

(v) Insurance and Condemnation Proceeds Account. The Trustee shall make al I disbursements from the Insurance and Cmdernnati m Proceeds Account mly upon the recei rx by the Trustee of the written request of the B orrOvVer accompanied by the written appraval of the Servicer and in accordance with the pravisions of Sectim 5.04 hereof.

(vi) Acceleration. U pm the occurrence and continuation of an Event of Default hereunder and an acceleratim of the Bonds pursuant thereto, all moneys and investments in the Prqject Fund shall~ transferred to the Revenue Fund and applied to the payment of the Bands.

(c) Requisitions. The Trustee may rely fully on the representatims of the BorrOvVer contained in any Requi sitim, and upon the written apprcwal of the Servicer set forth on any R equi si ti m, delivered pursuant to the Loan Agreement, this I ndenture and the Cmstructi m Disbursement Agreement, and shal I nct ~ required to make any i nvesti gati on or inspection of the Prqject in connection thenwith.

Section 5.03. Use of Moneys FdlOvVing Completion and Stabilizatim. Moneys (including investment proceeds but net of announts to~ retained to pay Qualified Costs of the Project (a) incurred but nct then due and payall e or (b) al I ocated to constructi m contingency, marketing or operating expenses afterthe Campi eti on Date, but only to the extent permitted by the Tax Certificate) held in the Loan Account shall ~ transferred immediately after the Completion Date to the Revenue Fund for application to the redemption of Bmds pursuant to Sectim 4.0l(a) of this Indenture. Moneys held in the Equity Account shall ~ released to or upon the order of the BorrOvVer, when the Servicer has notified the Trustee that all of the follOvVing conditions have ~en satisfied or waived by the Servicer: (i) the BorrOvVer has olXained, and appied to costs of the Project in accordance with the requirements of the Construction Disbursement Agreement, all funds required to ~ paid by the B orrOvVer pursuant to the Cmstructi on Disbursement Agreement; and ( i i) S tabi I i zati on has occurred.

Section 5.04. Condemnation Awards and Insurance Proceeds.

(a) Moneys representing a Cmdernnatim Award or Insurance Proceeds shall ~ deposited into the Insurance and Cmdemnatim Proceeds Account of the Project Fund, and notice of such depositthereof shall ~ given by the Trustee to the Servicer.

(b) To the extent there has ~en a determination pursuant to the Loan Documents to restore the Project, such Condemnation Award or Insurance Proceeds as have ~en appraved for disbursement by the Servicer shall~ disbursed by the Trustee to or for the account of the BorrOvVer, in accordance with terms, cmditims and procedures

32 48'D-l9'D-9577.7

specified by the Servicer to the Trustee, for appl i cati m by the B orrcwer for such purposes in accordance with the prcwisims of the Loan Documents.

( c) In the event there is a determi nati m pursuant to the Loan Documents not to restore the Project, such Condemnatim Award or Insurance Proceeds shall be either (i) transferred to the Revenue Fund and applied to the redemptim of Bonds in accordance with Sectim 4.0l(c) hereof, or (ii) released to the Borrcwer if the Borrcwer obtains, and delivers to the Trustee, the I ssuer and the Servicer an opinion of Bond Counsel that such rel ease wi 11 not affect the excl udabi Ii ty of the interest m the Bands from the gross income of Owners (other than an Owner who is a "substantial user" of the Prqject or a "related persm" toa" substantial user," as defined in Sectim 147(a) of the Code) for federal income tax purposes, all in accordance with written directim of the Servicer to the Trustee and subject to the pravi si ons of the Loan Documents.

Section 5.05. Tax and Insurance Fund; Replacement Reserve; Operating Reserve. There shall be deposited in the Tax and Insurance Fund all moneys received for such purpose by the Issuer orthe Trustee from the Borrcwer pursuantto Sectim 5.22(a) of the Loan Agreement or transferred pursuantto Sectim 5.06 of this Indenture. M meys in the Tax and Insurance Fund shall be disbursed by the Trustee with the cmsent of the Servicer, as prcwided in Section 5.22(a) of the Loan Agreement. Moneys delivered by the Borrcwer to the Trustee pursuant to Section 5.22(b) of the Loan Agreement shall be paid aver by the Trustee to CCRC, for deposit by CCRC in the Repacement Reserve maintained by CCRC pursuant to the Replacement Reserve Agreement. Moneys delivered by the Borrcwer to the Trustee pursuant to Section 5.22(c) of the Loan Agreement shall be paid aver by the Trustee to CCRC, for deposit by CCRC in the Operating Reserve maintained by CCR C pursuant to the Cmstructi on Disbursement Agreement.

Section 5.06. Revenue Fund.

(a) There shall be deposited in the Revenue Fund al I amounts transferred from the Prqject Fund or received from the Borrcwer pursuant to Section 3.2 of the Loan Agreement with respect to the Loan Documents or from the Guarantor underthe Guaranty, including payments of interest and principal and vd untary and involuntary prepayments of the Loan and investment earnings on investments held in the Funds and Accounts created by this Indenture (except as ctherwise pravided in Sectims 5.07 and 5.09).

(b) Amounts in the Revenue Fund shall be applied to the follcwing items in the fdlcwing order of priority:

48'D-l9'D-9577.7

(i) Bonds;

m each Interest Payment Date, to the payment of interest on the

(ii) m each Bond Payment Date, to the payment of the principal of or redemption price ( or purchase price in the event of an election by B orrcwer under Section 4.04) of, interest on, and any Prepayment Equalization Payment or Additimal Interest due with respect to, the Bonds;

(iii) m the first day of each mmth, to the payment of any required deposit in the Tax and Insurance Fund;

33

(iv) m the first day of each month, to the payment of the fees of the Issuer, the Trustee, the Majority Owner and the Servicer, if any due and cwing under the Loan Documents and this Indenture;

(v) m the first day of each month, to the payment of any other amounts then due and cwi ng under the Loan Documents; and

(vi) m the first day of each month, to the B orrcwer or such other party as may be legally entitled thereto;

p-avided that amounts transferred from the Loan Account shall only be awlied to the redemption of Bonds pursuant to Section 4.0l(a) and amounts transferred from the Loan Account p-iorto the Completion Date shall only be awlied to the payment of interest m the Bmds pursuant to Section 5.06(b)(i) albave and, after the Completim Date, to the redemption of Bmds pursuantto Sectim 4.0l(a).

(c) Amounts paid as interest under clauses (i) and (ii) of subsection (b) albave shal I be paid ratably to the Owners of Outstanding Bands entitled to receive such payments according to the amounts due to such Owners, without preference or priority or di sti ncti on among Outstanding Bonds. Amounts paid as Additimal Interest or as a Prepayment Equalizatim Payment shall be paid to the Owners of Bonds entitled to receive such payments.

( cl) Upon the payment in ful I of the Bands and the fees and expenses of the Issuer and the Trustee and the payment of announts payable to the United States pursuant to Section 5.07 hereof, any amounts remaining in the Revenue Fund (except announts held for future payment to the United States pursuant to Section 5.07 hereof) shall be paid to the B orrcwer as soon as practi cabl e.

Section 5.07. Rebate Fund.

(a) The Rebate Fund shall be held and applied as pravided in this Section 5.07. A 11 money at any ti me deposited in the Rebate Fund shal I be held 0\/ the Trustee in trust for payment, to the extent required underthe Code and as calculated 0\/ the Rebate Analyst, for payment to the United States Gavernment. Nme of the Issuer, the Borrcwer or the Owners shall have any rights in or claim to such moneys. All amounts deposited into or m deposit in the Rebate Fund shall be gOJerned 0\/ this Section and 0\/ the Tax Certificate.

(b) The Trustee shall make information regarding the Bonds and the investments hereunder avai I able to the B orrcwer p-omptly upon written request, shal I make deposits to and disbursements from the Rebate Fund in accordance with the directions received from the Authorized Rep-esentative of the Borrcwer, shall invest mmeys in the Rebate Fund pursuant to said directions and shall deposit incmne from such investments pursuant to said directims, and shall make payments to the United States of America in accordance with written directions received from the B orrcwer.

(c) Nctwithstandi ng any pravision of this Indenture to the contrary, the Trustee shall not be liable or responsible for any calculation or determinatim which may be

34 48'D-l9'D-9577.7

required in connection with or for the purpose of compyingwith Section 148 of the Code or any appicable Treasury regulation (the "Arbtrage Rules''), including, without limitation, the calculation of amounts required to be paid to the United States under the pravisions of the Arbitrage Rules and the fair market value of any investment made hereunder, it being understood and agreed that the sole obligation of the Trustee with respect to investments of funds hereunder shal I be to invest the moneys received by the Trustee pursuant to the written instructions of the Authorized Representative of the BorrOvVer given in accordance with Section 5.08 hereof. The Trustee shall have no responsiblity for determining whether or nct the investments made pursuant to the direction of the B orrcwer or any of the instructions received by the Trustee under this Section comply with the requirements of the Arbitrage Rules and shall have no responsiblity for monitoring the obligations of the Borrcwer or the Issuer for compliance with the pravisions of the Indenture with respect to the Arbitrage Rules.

(cl) Nctwithstanding any pravision of this Indenture to the contrary, the obligation to remit payment of the rebate amountto the United States and to campy with al I cther requirements of this Section 5.07 shal I survive the defeasance or payment in ful I of the Bands.

(e) Any funds remaining in the Rebate Fund after redemption and payment of all of the Bonds and payment and satisfaction of any Rebate Requirement, or pravision made therefor satisfactory to the Trustee, shal I be withdrctNn and remitted to the B orrOvVer.

(f) The Trustee shall obtain and keep directions of the BorrOvVer made pursuant to this Section 5.07. The Trustee shall keep and make available to the BorrOvVer such records concerning the investments of the gross proceeds of the Bands and the investments of earnings from those investments as may be requested by the B orrOvVer in order to enable the BorrOvVer to cause the Rebate Analyst to make the aforesaid computations as are required under Section 148(f) of the Code.

(g) Nctwithstanding the foregoing, the computations and payments of rebate amounts referred to in this Section 5.07 need not be made if there shall have been delivered to the Trustee, the Issuer and the Servicer an opinion of Bond Counsel to the effect that such with draw al and payment are nct necessary i n order to establ i sh or mai ntai n the exclusion from gross income of Owners ( other than an Owner who is a "substantial user" of the Prqject or a" related person" to a" substantial user," as defined in Section 147(a) of the Code) of interest on the Bands. In the event Bond Counsel so opines, the moneys on deposit in the Rebate Fund shal I be applied to such purpose as the B orrOvVer shal I direct, pravided that the BorrOvVer shall deliver to the Issuer, the Trustee and the Servicer an opinion of Bond Counsel to the effect that such appication will nct adversely affect the exclusion from gross income of Owners ( other than an Owner who is a "substantial user" of the Prqject or a" related person" to a" substantial user," as defined in Section 147(a) of the Code) of interest on the Bands for purposes of federal i ncorne taxation.

35 48'D-l9'D-9577.7

Section 5.08. Moneys Held in Trust; Investment of Moneys.

(a) All moneys from time to time received by the Trustee and held in the Funds and Accounts (otherthan the Rebate Fund) shall be held in trust as security for the benefit of the Owners of the Bands. A 11 such moneys, including the moneys held in the Rebate Fund, shal I be invested as p-avi ded in this Indenture.

(b) Any money held as part of the funds and accounts shall be invested or reinvested by the Trustee solely pursuant to written direction from the BorrOvVer, and fd I cwi ng the Conversion Date, reasonably consented to in writing by the Majority Owner, in Investment Securities (the Trustee may rely upon the written direction of the BorrOvVer that such investments are Investment Securities). All such Investment Securities shall mature or be subject to withdrawal or redem[Xion without discount or penalty prior to the next Bond Payment Date. In addition, fdlOvVing receipt by a written nctice of an Event of Default (as defined in the Loan Agreement), the Trustee shall invest and reinvest the money it hdds as part of the funds and accounts at the written direction of the Majority Owner. Except as described belOvV, any investment made with money on deposit in a Fund or Account shall be held by or under control of the Trustee and shall be deemed at all times a part of the Fund or Account where such money was on deposit, and the interest and profits realized from such investment shall be credited to such Fund or Account and any loss resulting from such investment shall be charged to such Fund or Account. In the absence of the receipt of any investment instructions as pravi ded herein, the Trustee shal I invest al I money under its control in investments described in clause (h) of the definition of I nvestment S ecuri ti es.

( c) Any investment of money may be made by the Trustee through its cwn bond department, investment department or other commercial banking department or A ffi Ii ate of the Trustee p-cwi ding investment services. The Trustee, any such department or the Trustee's Affiliates may receive reasonable and customary compensation in connection with any investment made under this Indenture.

(cl) The Trustee shall have no liability or responsibility for any depreciation of the value of any investment made in accordance with the pravi si ons of this Section or for any loss resulting from such investment or redemption, sale or maturity thereof except for any loss that is the result of gross negligence orwi llful misconduct of the Trustee.

(e) Unless ctherwise confirmed in writing, an account statement delivered by the Trustee to the Borrower or the Majority Owner, as the case may be, shall be deemed written confirmation by said party that the investment transactions identified therein accurately reflect the investment directions given to the Trustee by said party, unless said party notifies the Trustee in writing to the contrary within 30 days of the date of receipt of such statement.

(f) The Issuer and the Borrcwer (by their execution of the Loan Agreement) each ackncwl edge that to the extent regul ati ons of the Offi ce of the C om[Xrd I er of the Currency or other applicable regulatory entity grant the Issuer orthe BorrOvVerthe right to receive brokerage confirmations of security transactions as they occur, the I ssuer and the

36 48'D-l9'D-9577.7

Bcnower specifically waive receipt of such confirmations to the extent permitted by law. The Trustee wi II furnish to the Issuer, the Majority Owner and the Borrcwer periodic cash transaction statements that shal I include detai Is for al I investment transactions made by the Trustee hereunder.

(g) Except as ctherwise pravided in subsection (h) of this Section, the Issuer and the Borrower (by their execution of the Loan Agreement) each ccwenant that al I investments of announts deposited in any fund or account created by or pursuant to this Indenture, or ctherwi se containing Gross Proceeds of the Bands (within the meaning of Section 148 of the Code), shall be acquired, disposed of, and valued (as of the date that valuation is required by this I ndenture or the Code) at Fair Mark et Value.

(h) The Issuer and the Borrcwer (by their execution of the Loan Agreement) each ccwenant that investments in funds or accounts ( or portions thereof) that are suqj ect to a yield restriction under app i call e prcwi si ons of the Code and ( uni ess valuation is undertalcen at I east annually) investments in any reserve fund shal I be valued at their present value (within the meaning of Section 148 of the Code).

Section 5.09. Investment Earnings. Earnings on investments held in the Captalized Interest Account, the Loan Account, the Equity Account, and the Insurance and Condemnation Proceeds Account shall be retained in the Capitalized Interest Account, the Loan Account, the Equity Account, and the Insurance and Condemnation Proceeds Account, respectively, for application pursuanttoSections 5.02, 5.03, 5.04 and 5.05 hereof. Earnings on all investments held in the Revenue Fund shal I be retained in the Revenue Fund for application pursuant to Section 5.06 hereof. Earnings on investments held in the Tax and I nsurance Fund and in the Rebate Fund shal I be retained therein and applied in the manner prescribed by Sections 5.05 and 5.07 hereof, respectively.

Section 5.10. CavenantsRespectingArbitrageand Rebate. The Trustee shall keep and malce avai I all e to the Borrower such records concerning the investment of the gross proceeds of the Bands and the investments of earnings from those investments as may be requested by the Borrower in orderto enable the Borrowerto fulfi II the requirements of Section 148(f) of the Code.

Section 5.11. Records. The Trustee shall keep and maintain adequate records pertaining to the Funds and Accounts established hereunder, including al I deposits to and disbursements made by the Trustee from said funds and accounts. The Trustee shall retain in its possession all certifications and other documents presented to it, all such records and all records of principal and interest paid on the Bonds, subject to the inspection of the Borrower, the Issuer, the Trustee and the Owners of the Bonds and their representatives at all reasonable times and upon reasonalle prior noti ce.

Section 5.12. Reports From the Trustee. The Trustee shall, on or before the tenth day of each month and annually on or before February 1, file with the Servicer, the Borrower and the I ssuer a statement setti ng forth i n respect to the precedi ng calendar month or year:

37 48'D-l9'D-9577.7

(a) the amount withdrctvVn or transferred by it and the amount deposited within or on account of each Fund and Account held by it under the pravisions of this Indenture, including the amount of investment income on each Fund and Account;

( b) the amount on deposit with it at the end of such month to the credit of each Fund and Account;

(c) a brief descrip:ion of all obligations held by it as an investment of moneys in each such Fund and Account;

(cl) the amount appied to the purchase or redemption of Bonds and a description of the Bands or portions of Bands so purchased or redeemed; and

(e) any other information which the BorrOvVer, the Servicer or the Issuer may reasonably request and to which the Trustee has access in the ordinary course of its operations.

Upon the written request of any Owner or Owners of 25% or more in aggregate principal amount of Bands then Outstanding, the Trustee, at the cost of the B orrOvVer, shal I prcwi de a copy of such statement to the Owners of the Bands. A 11 records and fi I es pertaining to the Trust Estate shal I be open at al I reasonall e ti mes to the inspection of the Servicer and its agents and representatives upon reasonalle prior notice.

ARTICLE VI

DEFAULT PROVISIONS; REMEDIES

Section 6.01. Events of Default. Each of the fdlcwing events is declared an "Event of Default" underthi s Indenture:

(a) The failure to pay any installment of principal or the redemp:ion price of any Bond or any Prepayment Equalization Payment within 10 days of the date when and as the same shall become due and payable, whether at maturity or by call for redemption or otherwise;

(b) The failure to pay any installment of interest on any Bond within 10 days of the date when the same shal I become due and payable; or

( c) The fai I ure by the I ssuer to perform or observe any other cavenant, agreement or condition on its part contained in this Indenture or in the Bands, and such fai I ure shal I continue for a period of 30 days after written notice thereof to the Issuer and the BorrOvVer by the Trustee or by the Majority Owner; prcwided, hOvVever, that if the default shall be such that it cannot be corrected within such period, it shall not constitute an Event of Default if corrective action is instituted by the Issuer or the BorrOvVerwithin the applicable period and diligently pursued until the default is corrected; and prcwided, further, that the ti me elapsed unti I completion of corrective action shal I nct exceed 60 days without the consent of the Majority Owner, which consent will nct be unreasonably withheld or conditioned; or

38 48'D-l9'D-9577.7

(cl) Default in the timely payment of any installment of the fees payable to the Issuer pursuant to the Regulatory Agreement, and the continuance thereof for a period of 30 days after written notice to the Trustee, the B orrcwer and the Servicer has been given lJy the Issuer, which default shall nct be subject to waiver lJy the Servicer orthe Trustee; or

(e) The Trustee shal I have received written notice from the Issuer that a default under the Regulatory Agreement has occurred and is continuing past any applicable ncti ce and cure periods.

Any notice of a default hereunder shal I be given to the Investor Limited Partner at its Notice Address, and the Investor Limited Partner shall have the rightto cure any default hereunder on the same terms as the B orrcwer.

Section 6.02. Remedies.

(a) Except as otherwise pravided in thisArticle, the Trustee shall take only such actions in respect of an Event of Default as it shall be directed in writing to take lJy the Servicer (or in the case of an Event of Default arising under Section 6.0l(d) or (e), the Issuer). Such actions may include the fol I cwi ng:

(i) Declaration of all Outstanding Bonds to be immediately due and payable, whereupon such Bands shal I become and be immediately due and payable, anything in the Bands or in this Indenture to the contrary notwithstanding. In such event, there shal I be due and payable on the Bands an annount equal to the tctal principal annount of al I such Bands, pl us al I interest accrued thereon and which wi 11 accrue thereon to the date of payment and al I unpaid interest on the Bands on the date of payment;

(ii) Implementation of actions forthe recavery of the announts due on the Ncte, the Loan Agreement and the cther Loan Documents;

(iii) Foreclosure or realization upon the collateral held lJy the Borrcwer for the obi i gati ons of the B orrcwer under the Loan Documents; and

(iv) Implementation of such cther rights and remedies as may be available underthe Loan Documents, the Guaranty or appicable law.

(b) At any time after the principal of the Bonds shall have been so declared to be due and payable and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, or before the completion of the enforcement of any cther remedy under this Indenture, the Trustee, if so directed lJy the Servicer (or in the case of an Event of Default arising under Section 6.0l(d) or (e), the Issuer), shall annul such declaration and its consequences with respect to any Bonds not then due lJy their terms. I n such event, the Issuer, the B orrcwer, the Trustee and al I of the Owners shall be restored to the same position as before the occurrence of the Event of Default. No such annulment shall extend to or affect any subsequent Event of Default or impair any right consequent thereon.

39 48'D-l9'D-9577.7

Section 6.03. Additional Remedies and Enforcement of Remedies. Urx:in the occurrence and continuation of any Event of Default, the Trustee, if and to the extent directed by the Servicer (or in the case of an Event of Default arising under Section 6.01 (cl) or (e), the Issuer), rray proceed forthwith to prctect and enforce its rights and the rights of the Owners undertheAct, the Bonds and this Indenture by such suits, actions or proceedings as the Servicer, in its sole discretion, shal I deem expedient.

Section 6.04. Application of Revenues and Other M oneysAfter Default.

(a) If an Event of Default shall occur and shall not have been remedied, the Trustee shal I transfertothe Revenue Fund (i) forthwith, all moneys and securities then held in any other Fund or Account under this Indenture cther than announts held in the Rebate Fund and (ii) as promp:ly as practicable after receipt thereof, all revenues and other payments or receipts pl edged under this Indenture and al I proceeds realized as a result of remedial action underthe Loan Documents and the Guaranty.

(b) During the continuation of an Event of Default, the Trustee shal I appy such moneys, securities, revenues, payments and receipts and the inconne therefrom as follcws and in the fol I cwi ng order:

48'D-l9'D-9577.7

(i) To the payment of Trustee Expenses;

(ii) To the payment of the announts required to reimburse the Owners of the Bands and the I ssuer for any reasonable I egal or other out-of-pocket costs incurred by them in connection with such remedial action and the reasonable fees and expenses of the I ssuer in carrying out this I ndenture or the Loan Documents;

( i i i) To the payment of the i nterest and pri nci pal i nstal I ments or redemption price then due and payable on the Bands, as fol I cws:

(A) Unless the principal of al I of the Bands shal I have become or have been declared due and payable;

Fl RST, to the payment to the Persons entitled thereto of all i nstal I ments of i nterest then due and payable i n the order of the rraturi ty of such i nstal I ments, and, if the annount avai I able shal I not be sufficient to pay in ful I any i nstal I ment or i nstal I ments maturing on the sanne date, then to the payment thereof ratably, according to the announts due thereon to the Persons entitled thereto, without any di scri mi nation or preference; and

SECOND, to the paymentto the Persons entitled thereto of the unpaid principal i nstal I ments or redemp:i on price of any Bands which shall have beconne due and payable, whether at maturity or by cal I for redemption, in the order of their due dates, and if the announts avai I able shal I not be sufficient to pay in ful I al I the Bands due and payable on any date, then to the payment thereof ratally, according to the announts of principal i nstal I ments or redemption

40

p-i ce due on such date, to the Persons entitled thereto, without any di scri mi nation or p-eference;

(B) If the principal of all of the Bonds shall have become or have been declared due and payall e, to the payment of the p-i nci pal and i nterest then due and unpaid upon the Bonds without preference or priority of p-i nci pal aver interest or of interest aver principal, or of any i nstal I ment of interest ewer any other i nstal I ment of interest, or of any Bond ewer any other Bond, ratably, according to the amounts due respectively for p-i nci pal and interest, to the Persons entitled thereto without any discrimination or p-eference (exce[X as to any difference as to the respective rates of interest specified in the Bands); and

(iv) To the payment of fees then due and cwi ng to the Issuer; and

(v) Notwithstanding anything contained herein to the contrary, the Servicer may by written ncti ce to the Trustee direct the app i cation of funds other than in the manner set forth abcwe (except that the p-iority of payment of Trustee Expenses shall nct be altered), including, without limitation, the appication of funds between the principal of or interest on the Bands. Any such determination by the Servicer shal I be deemed conclusive, and the Issuer and the Trustee shal I have no Ii abi I ity forthe tax consequences of said determination.

Section 6.05. Remedies Nct Exclusive. No remedy by the terms of this Indenture conferred upon or reserved to the Trustee or the Owners of the Bands is intended to be exclusive of any other remedy, rut each and every such remedy shal I be cumulative and shal I be in addition to every other remedy given under this Indenture or existing at I ctN or in equity or by statute (including the A ct) on or after the date of adoption of this I ndenture.

Section 6.06. Remedies Vested in Trustee and Servicer. All rights of action (including the right to fi I e p-oof of claims) under this I ndenture or under any of the Bands may be enforced by the Trustee and the Servicer without the possession of any of the Bonds or the production thereof in any trial or other proceedings relating thereto. Suqject to the rights of the Servicer to direct proceedings hereunder, any such suit or proceeding instituted by the Trustee shall be brought in its name under the authority herein granted without the necessity of joining as paintiffs or defendants any Owners of the Bands. Any recavery of judgment shal I be for the equal benefit of the Owners of the Outstanding Bands.

Section 6.07. Individual Bond Owners Action Restricted.

(a) No Owner of any Bond other than the Servicer (if it is the Owner of any Bond) or the Majority Owner shal I have any right to institute any suit, action or p-oceeding in equity or at I ctN for the enforcement of this Indenture or for the execution of any trust under this I ndenture or for any remedy under this I ndenture.

(b) Ncthing contained in this Indenture shall affect or impair, or be construed to affect or impair, the right of the Owner of any Bond (i) to receive payment of the p-incipal of or interest on such Bond on or afterthe due date thereof or (ii) to institute suit

41 48'D-l9'D-9577.7

fIT the enforcement of any such payment on or after such due date; prcwi ded, hcwever, no Owner of any Bond may institute or prosecute any such suit or enter judgment therein, if, and to the extent that, the institution or prosecution of such suit IT the entry of judgment therein, under appicable law, would result in the surrender, impairment, waiver or loss of the Ii en of this Indenture on the moneys, funds and properties pl edged under this Indenture fIT the equal and ratable ~nefit of al I Owners of the Bonds appertaining thereto.

Section 6.08. Termination of Proceedings. In case any proceeding taken by the Servicer IT by the Trustee at the direction of the Servicer on account of any Event of Default shal I have ~en discontinued or abandoned for any reason or shall have ~en determined adversely to the Owners of the Bands, the Issuer, the Trustee, the B orrcwer and the Owners of the Bands shal I ~ restored to their fITmer positions and rights under this Indenture, and all rights, remedies and pavvers of the such parties shal I continue as if no such proceeding had ~en taken.

Section 6.09. Waiver and Nonwaiver of Event of Default.

( a) No delay or omi ssi on of the Trustee, the Servi cer or the Owners of the Bonds to exercise any right IT pavver accruing upon any Event of Default shal I impair any such right or pavver IT shall ~ construed to~ a waiver of any such Event of Default or an acquiescence therein. Every pavver and remedy given by this Article VI to any party may ~ exercised from time to time and as often as may~ deemed expedient.

(b) In case of any waiver by the Trustee, acting upon the direction of the Servicer, of an Event of Default under this I ndenture, the Issuer, the Trustee and the Owners of the Bands shal I ~ restored to their former positions and rights under this Indenture, respectively, but no such waiver shal I extend to any subsequent or other Event of Default IT impair any right consequent thereon.

Section 6.10. Servicer Controls Proceedings. If an Event of Default shal I have occurred and~ continuing, notwithstanding anything in this Indenture to the contrary, the Servicer shall have the right, at any ti me, by an instrument in writing executed and delivered to the Trustee, to direct the method and place of conducting any proceedings to~ taken in connection with the enfITcement of the terms and conditions of this I ndenture IT any other proceedings under this Indenture and suqject to Section 7.02 of this Indenture; pravided, hcwever, that such direction is in accordance with law and the prcwisions of this Indenture pravided that nothing in this Section 6.1 O shal I impair the right of the Trustee in its discretion to take any cther action under this Indenture which it may deem proper and which is not inconsistent with such direction by the Servicer, nor shall it impair the Issuer's right to direct the Trustee to the extent permitted by Section 6.02.

42 48'D-l9'D-9577.7

ARTICLE VII

CONCERNING THE TRUSTEE

Section 7.01. Trustee; Appdntment and Acceptance of Duties.

(a) The Issuer appdnts U.S. Bank National Association as trustee hereunder. The Trustee shall signify its acceptance of the duties and obligations imposed upon it 0\/ this I ndenture 0\/ executing this I ndenture.

(b) Unless otherwise pravided, the corporate trust offices of the Trustee are designated as the respective offices or agencies of the Trustee for the authentication and delivery of Bands.

Section 7.02. Responsibilities of Trustee.

(a) The recitals of fact herein and in the Bonds contained (other than the certi fi care of authentication) shal I be talk en as the statements of the I ssuer and the Trustee assumes no responsibility for the correctness of the same. The Trustee malkes no representations as to the validity or sufficiency of this I ndenture or of any Bands issued hereunder or as to the security afforded 0\/ this Indenture, and the Trustee shall incur no liability in respect thereof. The Trustee shall be under no responsibility or duty with respect to the appication of any moneys properly paid to it except as pravided herein or as ctherwise expressly agreed 0\/ the Trustee. Except for a declaration of acceleration under Section 6.02 hereof or the payment of principal and interest on the Bonds from moneys on deposit with the Trustee, the Trustee shal I be under no oll i gati on or duty to perform any act that would involve it in expense or liability orto institute or defend any suit in respect of this Indenture or to advance any of its cwn moneys, uni ess indemnified to its reasonable satisfaction. Suqject to the pravisions of subsection (b) of this Section 7.02, the Trustee shall nct be lialle in connection with the performance of its duties under this Indenture exce[X for its cwn negligence or willful misconduct.

(b) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertalkes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred (and has not been cured within any appicable grace period or waived) and subject to the rights of the Servicer with respect to control of remedies fd I cwi ng an Event of Default hereunder, the Trustee shal I exercise such of the rights and pavvers vested in it 0\/ this Indenture and use the same degree of care and ski 11 in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person's cwn affairs. Any prcwi si ons of this Indenture relating to action talk en or to be talken 0\/ the Trustee or to evidence upon which the Trustee may rely shall be suqject to the prcwi si ons of this Section 7.02.

(c) The Trustee shal I cooperate fully with the Servicer in the enforcement and protection of the rights of the Owners of the Bands to the ful I est extent possi ll e under this Indenture, the Loan Documents and applicable law. Tcward this end, the Trustee shall

43 48'D-l9'D-9577.7

take such actim as directed by the Servicer, including foreclosure of the Secured Property under the Mortgage, suit for specific performance of the Loan Documents or for damages for nonperformance thereof and assignment of the Loan Documents to the Owners of the B mds for purposes of enforcing the rights of the Owners of the B mds pravi ded that without the prior written cmsent of the Issuer, the Servicer shall give the Trustee no direction as to the enforcement of the Reserved Rights, which shal I, except with the prior written cmsent of the Issuer, be enforceable only by the Issuer.

(cl) The Trustee shall not take any discretionary actim under the Loan Documents (although appraval or disappraval of disbursement of Loan proceeds and investment earnings thereon under the Loan Agreement shall be made in accordance with the terms of Article V hereof) without the written apprCNal of the Servicer and shall, subject to the praviso of paragraph (c) of this sectim, take such discretionary actim permitted or required under the Loan Documents, as may be directed in writing by the Servicer.

( e) The Trustee shal I notify the Servicer of any ncti fi cati m received by the Trustee under or pursuanttothe Loan Documents promptly after receipt of said nctice.

(f) If any Event of Default occurs and is continuing hereunder and if the Trustee has received written notice thereof or is deemed to have notice pursuant to this Indenture, the Trustee shall give to all Owners, the Issuer and the BorrOvVer written notice of such default or Event of Default within 30days after receipt of such informatim. For the purpose of this Sectim 7.02 mly, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default under Sectim 6.01 hereof.

(g) Prom[Xly upon recei[X of notice of the occurrence of a Determination of Taxability, the Trustee shall give immediate telephmic nctice, promptly cmfirmed in writing, to the BorrOvVer, the Issuer, the Owners and former Owners (pravided that the Trustee shal I nct be obi i gated to mai ntai n records of such former Owners or to retai n records relating to such former Owners for more than six years).

(h) The Trustee shall nct be required to take notice or be deemed to have notice of any Event of Default hereunder or under the Loan Agreement except for a default or Event of Default referred to in Section 6.0l(a), (b) or (c) hereof, unless the Trustee shall have received written notice of such Event of Default by the Issuer, the BorrOvVer, the Servicer or by the Owners of not less than 25% in aggregate principal amount of the Bmds then Outstanding.

(i) The Trustee shall have no responsiblity for, and makes no representations with respect to, any informatim, statement, or recital in any official statement, offering memorandum or any cther di sci osure material prepared or distributed with respect to the Bmds.

U) The Trustee is authorized and directed to execute in its capacity as Trustee the Loan Agreement and the Subordination Agreement and, in acting pursuant to such

44 48'D-l9'D-9577.7

agreements, shal I ~ entitled to the Ii mitati ons from Ii abi Ii ty and protections afforded to the Trustee under this Indenture.

(k) Anything to the contrary notwithstanding, the Trustee shall not~ required to enter, take possession of, or take any other action whatsoever with respect to the Prqject and the Land, and shall not~ required to initiate foreclosure proceedings with respect to the Prqject and the Land and the Mortgage unless the Trustee is satisfied that it will not~ subject to any I iabi lity under any local, state or federal environmental lctNs or regulations of any kind whatsoever or from any circumstances present at the Project and the Land relating to the presence, use, management, disposal of, or contamination by any environmentally hazardous materials or substances of any kind whatsoever.

(I) No pravision of this Indenture, the Loan Agreement or any cther document related hereto shal I require the Trustee to risk or advance its cwn funds or otherwise incur any financial liability in the performance of its duties or the exercise of its rights hereunder.

(m) The immunities extended to the Trustee al so extend to its di rectors, officers, employees and agents.

(n) The Trustee shall nct ~ liable for any action taken or not taken by it in accordance with the direction of the Servicer relating to the exercise of any right, pavver or remedy avai I able to the Trustee.

( o) The permissive right of the Trustee to do things enumerated in this Indenture shal I not ~ construed as a duty.

Section 7.03. Evidence on Which Trustee May Act.

(a) The Trustee, upon receipt of any notice, resolution, request, consent, order, certificate, report, opnion, bond, or cther paper or document furnished to it pursuant to any pravi si on of this Indenture, shal I examine such instrument to determine whether it conforms to the requirements of this Indenture and shal I ~ prctected in acting upon any such instrument ~Ii eved by it to ~ genuine and to have ~en signed or presented by the proper party or parties. The Trustee may consult with counsel selected by it in respect of any action taken or suffered by the Trustee under this Indenture and shal I ~ prctected in acting or nct acting in good-faith reliance on the opnion or advice of such counsel.

(b) Except as otherwise expressly prcwided in this Indenture, any request, order, notice or cther direction required or perni tted to ~ furnished pursuant to any pravi si on of this Indenture by the Issuer to any Trustee shall ~ sufficiently executed if executed in the name of the Issuer by an Authorized Representative of the Issuer.

Section 7.04. Compensation. The Borrcwer shall pay to the Trustee, as pravided in the Loan Agreement, from ti me to ti me reasonable compensation for al I services rendered under this Indenture and al so al I reasonable expenses, charges, counsel fees and other disbursements, including those of its attorneys, agents, and emp oyees, incurred in and about the performance of their pcwers and duties under this Indenture.

45 48'D-l9'D-9577.7

Section 7.05. Certain Permitted Acts. The Trustee may become the cwner or pedgee of any Bands with the sanne rights it would have if it were nct the Trustee. To the extent permitted by law, the Trustee may act as depository for, and permit any of its officers or directors to act as a member of, or in any cther capacity with respect to, any committee formed to r:;rotect the rights of Owners of the Bonds or to effect or aid in any reorganization grcwing out of the enforcement of the Bands or this Indenture, whether or nct any such committee shal I represent the Owners of a rrajority in p-i ncipal annount of the Bonds then Outstanding.

Section 7.CXi. Resignation of Trustee. The Trustee may resign at any time and be discharged of the duties and obi i gati ons created by this Indenture by giving not I ess than 60 days' written ncti ce to the I ssuer, the B orrcwer and the Owners of the Bands, pravi ded that no resignation shal I become effective until the acceptance of appointment by a successor Trustee as p-avided in Section 7.08 of this Indenture. If an instrument of accep:ance by a successor Trustee shall nct have been delivered to the Trustee within 60 days after the giving of such notice of resignation, the retiring Trustee may petition, at the expense of the Borrcwer, any court of competent j uri sdi cti on for the appointment of a successor Trustee.

Section 7.07. Remaval of Trustee. The Trustee may be remcwed at any time by an instrument or concurrent instruments in writing, signed by the Issuer or by the Servicer (subject to the prior written consent of the Issuer, which consent shall nct be unreasonably withheld or delayed, if such remaval is not for cause) and fi I ed with the Trustee and the B orrcwer, prCNi ded that no remaval shal I become effective unti I the accep:ance of appoi ntment by a successor Trustee as pravided in Section 7.08 of this Indenture.

Section 7.08. Appointment of Successor Trustee; Temporary Trustee. In case at any ti me the Trustee shal I resign or shal I be remaved or shal I become i ncapabl e of acti ng, or shal I be adjudged bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee, or of its p-operty, shal I be appointed, or if any public officer shal I take charge or contrd of the Trustee, or of its property or affairs, the Issuer shal I appoint a successor Trustee.

Section 7.09. Transfer of Rights and Property to Successor Trustee. Any successor Trustee appointed under this Indenture shal I execute, ackncwl edge and deliver to its predecessor, and al so to the Issuer, the Servicer and to any Owner which shal I request the sanne, an instrument accepting such appointment, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all moneys, estates, properties, rights, pcwers, duties and oll igations of such predecessor Trustee, with Ii ke effect as if originally named; but the Trustee ceasing to act nevertheless, shall execute, ackncwledge and deliver such instruments of conveyance and further assurance and do such other things as reasonably may be required for more fully and certainly vesting and confirming in such successor al I the right, title and interest of the p-edecessor Trustee in and to any property held by it under this Indenture, and shal I pay OJ er, assign and deliver to the successor Trustee any money or cther p-operty subject to the trusts and conditions set forth in or pursuant to this Indenture. Should any deed, conveyance or instrument in writing from the Issuer be required by such successor Trustee for more fully and certainly vesti ng i n and confi rmi ng any such estates, ri ghts, pcwers and duti es, any and al I such deeds, conveyances and instruments in writing, on request and so far as may be authorized by I aw, shal I be executed, ackncwl edged and delivered by the I ssuer.

46 48'D-l9'D-9577.7

Section 7.10. Merger or Consolidation of Trustee. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it may be party or any company to which the Trustee may sel I or transfer al I or substantially al I of its corporate trust business, p-avi ded such company shal I be a bank or trust company organized under the I aws of any state of the United States or a national banking association, and shall be authorized 0\/ law to perform all the duties imposed upon it 0\/ this Indenture, shall be the successor to the Trustee without the execution or fi Ii ng of any paper or the performance of any further act.

Section 7.11. Servicer. The Majority Owner may (but shal I not be obligated to) appoint (with prom[:( notice thereof to the I ssuer and the B orrcwer) a mortgage servicer to service the Loan for all or a portion of the term of the Loan. The Servicer shall signify its acceptance of the duties and obi i gati ons imposed upon it 0\/ this I ndenture 0\/ executing the Servicing Agreement. Any Servicer appointed hereunder may be remcwed at any ti me, with or without cause, 0\/ the Majority Owner, 0\/ written notice to the Issuer, the Trustee, the B orrcwer and the Servicer. At any ti me a Servicer has not been appointed or been remcwed without appointment of a successor Servicer, pursuant to this Section 7.11, al I references in this Indenture and in the Loan Documents to the Servicer shal I be deemed to referto the Majority Owner. The Servicer may, with the prior written consent of the Majority Owner, appoint an agent as subservicer to perform the duties of the Servicer under the Servicing Agreement. Notwithstanding the foregoing, in the event CCRC purchases the Bonds on the Conversion Date and becomes the Majority Owner, CCRC shall be the Servicer effective as of the Conversion Date without requirement for any further action.

Section 7.12. City Contracting Prcwisions. The Trustee ccwenantsand agreestocompy with the prcwisions set forth in Exhibt C to this Indenture.

ARTICLE VIII

AMENDMENTS AND SUPPL EM ENT AL I NOE NTURES; AMENDMENTS OF ISSUER DOCUMENTS

Section 8.01. Supplemental Indentures Nct Requiring Consent of Owners of Bonds. The Issuer and the Trustee may, without the consent of, or nctice to, the Owners of any Bands (but only with the p-ior written consent of the Servicer, if any one Person or entity cwns at least 51% in aggregate p-i ncipal annount of the Outstanding Bonds) and with nctice to the Servicer and the B orrcwer, enter into one or more Supp emental I ndentures for any one or more of the fd I cwi ng purposes:

(a) to cure any amb guity or formal defect or omission in this Indenture;

( b) to grant to or confer any addi ti anal benefits, ri ghts, remedies, pavvers or authorities that may lawfully be granted to or conferred upon the Owners of the Bonds or the Trustee, or to malke any change which, in the judgment of the Servicer, is not to the p-ej udi ce of the Owners of the Bands;

(c) to subject to the pledge and lien of this Indenture additional revenues, p-operti es and col I ateral ;

47 48'D-l9'D-9577.7

( cl) to evidence the appointment of a separate Trustee or co--T rustee or the succession of a new Trustee; or

(e) to modify, amend or supplement the pravisions of this Indenture or any Supplemental Indenture in such manner as the Issuer may deem necessary or desirable to rrai ntai n the exclusion from gross i ncorne of Owners ( cther than an Owner who is a "substantial user" of the Project or a" related person" to a "substantial user," as defined in Section 147(a) of the Code) for purposes of federal income taxation of interest on the Bonds.

Section 8.02. Supplemental Indentures Requiring Consent of Owners of Bonds.

(a) Exclusive of Suppemental Indentures cavered 0\/ Section 8.01 of this Indenture and subject to the terms and pravisions contained in this Section 8.02, and nct ctherwise, neither the Issuer nor the Trustee shall enter into any amendment, change or modification of this Indenture without the prior written consent of the Owners of not less than two-thirds in aggregate principal amount of the Bonds then Outstanding; pravided, hcwever, that nothing in this Section 8.02 contained shall permit, or be construed as permitting, withoutthe consent of the Owners of all of the Bonds, (i) an extension of the maturity date of the pri nci pal of or the i nterest on any B ond, ( i i) a reducti on i n the pri nci pal amount of any Bond or the rate of interest thereon, (iii) a change in a privilege or priority of any Bond or Bonds aver any other Bond or Bonds, (iv) a reduction in the percentages of the Owners of the Outstanding Bonds required for consent to such Supplemental Indenture, (v) the creation of any Ii en other than a Ii en ratably securing al I of the Bands at any time Outstanding or (vi) any reduction of the trusts, pavvers, rights, obligations, duties, remedies, immunities and privi I eges of the Trustee.

(b) If at any ti me the I ssuer and the Trustee shal I desire to execute and deliver a Suppemental Indenture for any of the purposes of this Section 8.02, the Trustee shall, upon being pravi ded with reasonably satisfactory arrangements for payment of its fees and expenses, cause notice of the proposed execution of such Supplemental I ndenture to be rrai led 0\/ registered or certified rm.ii to each Owner of the Bonds. Such nctice shal I briefly set forth the nature of the proposed Supp emental Indenture and shal I state that cop es thereof are on fi I e at the Principal Office of the Trustee for inspection 0\/ al I Owners of the Bands. If within 60 days or such I anger period as shal I be prescribed 0\/ the I ssuer fd I cwi ng the giving of such notice, the Owners of nct I ess than two-thirds in aggregate principal amount of the Bands Outstanding or the Owners of al I of the Bands, as app i cable, at the ti me of the execution of any such Supplemental Indenture shal I have consented to and appraved the execution thereof as herein pravi ded, no Owner of any Bond shal I have any right to oqj ect to any of the terms and pravi si ons contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enj d n or restrain the I ssuer from adopting the same or from taking any action pursuant to the pravisions thereof. Subject to Section 8.04 hereof, upon the execution of any such Supplemental Indenture as in this Section 8.02 permitted and pravided, this Indenture shall be and be deemed to be modified and amended in accordance therewith.

48 48'D-l9'D-9577.7

Section 8.03. Reliance on Opinion of Counsel. The Trustee and the Issuer shall be entitled to rely upon an op nion of Counsel stating that a Supplemental Indenture is authorized or permitted by this Indenture, and prior to the execution and delivery of any Supplemental I ndenture, the Trustee, the Issuer, and the Servicer shall be furnished with an op nion of Bond Counsel stating that the prcwi si ons of such Supp emental Indenture wi 11 nct cause the interest on the Bands to be incl udabl e in gross income of Owners ( other than an Owner who is a "substantial user" of the Projector a"related person" toa"substantial user," as defined in Section 147(a) of the Code) for purposes of federal income taxation.

Section 8.04. Consents Required. Anything herein to the contrary notwithstanding, a Supplemental Indenture described in Section 8.02 hereof which adversely affects any rights of the Borrcwer, the Servicer or the Trustee shall not beconne effective unless and until the affected party shal I have consented in writing to the execution and delivery of such Supplemental I ndenture. I n this regard, the Trustee shall cause notice of the proposed execution and delivery of any Supplemental Indenture, together with a copy of the proposed Supplemental Indenture, to be rrai led as prcwided in Section 4.05 with respect to the redemption of Bonds to the B orrcwer and the Servicer at I east 1 O days before the date of its proposed execution and delivery.

Section 8.05. Amendments of Loan Documents Nct Requiring Consent of Owners of Bonds. The Issuer, the Trustee and the Borrcwer may, withoutthe consent of or notice to any of the Owners of Bonds (but only with the consent of the Servicer) enter into any annendment, change or modification of any of the Loan Documents as may be required (a) by the pravisions of the Loan Agreement or this Indenture, (b) for the purpose of curing any ambiguity or formal defect or omission therein, (c) so as to add additional rights and remedies for the benefit of Owners of the Bonds, or (cl) in connection with any other change therein which, in the judgment of the Trustee, is not to the prejudice of the Trustee or, in the judgment of the Servicer, the Owners of the Bonds.

Section 8.CXi. Amendments of Loan Documents Requiring Consent of Owners of Bonds. Except forthe annendments, changes or modifications as pravided in Section 8.05 hereof, none of the Issuer, the Trustee or the B orrcwer shal I enter into any other annendment, change or modification of the Loan Documents without the rrailing of notice and the written appraval or consent of the Owners of not I ess than two-thirds of the aggregate principal annount of the Outstanding Bonds; pravided, hcwever, that nothing in this Section or Section 8.05 hereof shall permit or be construed as permitting without the consent of the Owners of al I of the Bands (a) an extension of the ti me of the payment of any announts payable underthe Loan Documents, or (b) a reduction in the annount of any payment or in the total annount due underthe Loan Documents. If at any ti me the Issuer, the Trustee or the B orrcwer shal I desire the consent to any such proposed annendment, change or modification, the Trustee shall, upon being satisfactorily indemnified with respect to fees and expenses, cause notice of such proposed annendment, change or modification to be rrai I ed in the same manner as pravi ded herein with respect to redemption of Bands. Such notice shall briefly set forth the nature of such proposed annendment, change or modification and shall state that copies of the instrument embodying the same are on file at the Principal Office of the Trustee for inspection by al I Owners of Bands. If, within 60 days, or such I anger period as shal I be prescribed by the Trustee as the case may be, fol I cwi ng the rrai Ii ng of such notice, the Owners of two-thirds of the aggregate principal annount of the Bands Outstanding at the ti me of the execution of any such annendment, change or modification shal I have consented to and appraved the execution thereof as hereto prcwi ded, no Owner of any Bond shal I have any right to

49 48'D-l9'D-9577.7

object to any of the terms and r:n:wisions contained therein, or the operation thereof, or in any manner to question the p-op-iety of the execution thereof, or to enjoin or restrain the BorrOvVer or the I ssuer or the Trustee, as the case may be, from executing the sanne or from taking any action pursuant to the prcwisions thereof. The Issuer, or the Trustee as the case may be, shall have the right to extend from time to time the period within which such consent and app-aval may be obtained from Owners of the Bonds. Upon the execution of any such annendment, change or modification as in this Section permitted and pravided, the Loan Documents shall be and be deemed to be modified, changed and annended in accordance therewith.

ARTICLE IX

DISCHARGE

Section 9.01. Discharge of Indenture. lfthelssuershall pay, orthereshall otherwise be paid, to the Owners of al I B ands the pri nci pal or redemption p-i ce, i f appl i cable, and i nterest due thereon, at the ti mes and in the manner stipulated therein and in this I ndenture and if al I Trustee Expenses and all amounts payable to the Issuer for its OvVn account (including expenses and indemnification) shall be paid in full, the pedge of revenues, cther moneys and securities under this Indenture, and al I cavenants, agreements and other obi i gati ons of the I ssuer to the Owners of Bands, shal I thereupon cease, terminate and become void and be discharged and satisfied. I n such event, the Trustee shal I cause an accounting for such period or periods as shal I be requested by the Issuer to be prepared and filed with the Issuer and, upon the request of the Issuer, shall execute and deliver to the Issuer and the B orrOvVer al I such instruments as may be requested by the BorrOvVerto evidence such discharge and satisfaction, and the Trustee shal I pay aver or deliver as p-avided in ArticleV hereof all moneys or securities held by them pursuant to this Indenture (exce[X as otherwise specified in Section 5.07) after the payment of principal or redemption price, if applicable, of or interest on Bonds. Notwithstanding the foregoing, upon such discharge, the p-avi sions of this Indenture rel ati ngtothe Rebate Fund and Section 5.1 S(d) of the Loan Agreement shal I continue in effect.

Section 9.02. Discharge by Delivery. The obligation to pay the principal of and interest on all or any portion of the Bonds (the "Bond Obligations'') may be discharged by the delivery of the Bonds to the Trustee accompanied by written direction from the Owner(s) thereof to cancel such Bonds without payment (except as pravided hereafter in this Section 9.02), and upon such delivery, such Bond Obligations shal I be canceled and deemed paid. In the event only a portion of the Bond Obi i gati ons shal I be canceled and deemed paid pursuant to the terms of this Section 9.02, those Bond Obligations which are nct so canceled and deemed paid shall remain Outstanding for al I purposes of this Indenture, prcwi ded that if al I Outstanding Bands shal I be delivered to the Trustee in accordance with the terms of this Section 9.02 and all of the requirements for the discharge of this I ndenture ( other than the payment of Bond Obi i gati ons) shal I be paid and satisfied in ful I, then the Trustee shal I discharge and rel ease the Ii en of this Indenture, assign to the Owner(s) of the Bands all right, title and interest of the Trustee in and to the Note, the Loan Agreement and the other Loan Documents, deliver to the Owner(s) of the Bonds all moneys and securities held by the Trustee pursuant to this Indenture ( except as ctherwi se specified in Section 5.07) up to an amount necessary to pay in ful I all of the p-i ncipal of and interest on the Bonds through such cancellation and any cther amounts due under the Loan Documents, and execute and deliver such releases or other instruments requisite to release the lien hereof.

50 48'D-l9'D-9577.7

Section 9.03. Discharge by Deposit. The obligation to pay the principal of and interest on al I or a portion of the Bands may be di scharged if the I ssuer or the B orrcwer has deposited or caused to be deposited, as trust funds, with the Trustee cash and pr G cwernrnent Obi i gati ons which do not permit the redernpti on thereof at the option of the issuer thereof, the principal of and interest on which when due (or upon the redemption thereof at the option of the Owner), will, without reinvestment, prcwide cash which together with the cash, if any, on deposit with the Trustee at the sarne ti me, shal I be suffi ci ent, to pay and di scharge the enti re i ndebtedness on B ands nct theretofore canceled by the Trustee or delivered to the Trustee for cancel I ati on by the payment of interest on and principal of the Bands which have become due and payall e or which shal I become due at their stated maturity or redemption date, as the case may be (the "Defeasance Collateral"), and which are to be discharged under the prcwi si ons hereof, and has made arrangements satisfactory to the Trustee forthe giving of notice of redemption, if any, by the Trustee in the name, and at the expense, of the B orrcwer. If the period ewer which payments wi 11 be made frorn the Defeasance Cd lateral is greater than 90days, the Borrcwer rnust also deliver to the Trustee a verification report prepared by a certified public accountant, with respect to the sufficiency of the Defeasance Col I ateral to make such payments. I n addition, to discharge the oll i gati on to pay the principal and interest on the Bands pursuant to this Section 9.03, the Issuer or the B orrcwer rnust (i) olXai n an opinion of Bond Counsel addressed to the I ssuer and the Trustee to the effect that al I actions have been taken to cause the defeasance of this I ndenture and such actions wi 11 not adversely affect the excl udab I ity of interest on the Bands for federal i nconne tax purposes under existing law, and (ii) pravide written notice to the Servicer of such discharge at least 30 days in advance.

ARTICLE X

MISCELLANEOUS

Section 10.01. Evidence of Signatures of Bond Owners and Ownership of Bonds.

(a) Any request, consent, revocation of consent or other instrument this Indenture may require or permit to be signed and executed by the Owners may be in one or more instruments of si rni I ar tenor, and shal I be signed or executed by such Owners in person or by their attorneys appointed in writing. The fact and date of the execution by any Owner of the Bands or his attorney of such instruments may be praved by a guaranty of the signature thereon by a bank, trust company or nati anal banking association or by the certi fi care of any nctary public or cther officer authorized to take ackncwl edgrnents of deeds, that the Person signing such request or other instrument ackncwl edged to hi rn the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such signature guaranty, certificate or affidavit also shall constitute sufficient proof of his authority.

(b) The cwnership of Bonds and the annount, numbers and other identification, and date of hol di ng the sarne, shal I be praved by the regi stry books nnai ntai ned by the Trustee.

51 48'D-l9'D-9577.7

(c) Any request or cmsent 0\/ the Owner of any Bond shall and all future cwners of such Bond in respect of anything done or suffered to be done 0\/ the I ssuer or any Trustee in accordance therewith.

Section 10.02. Bmds Not an Obligation of the State or Any Political Subdivision.

(a) Nctwithstanding anything herein or in any cther instrument to the contrary, the Bonds are limited obligatims of the Issuer, payable solely from the Trust Estate and cther funds and moneys pledged and assigned hereunder. None of the Issuer, the State, any political subdivision thereof (except the Issuer, to the Ii mited extent set forth herein) or any public agency shall in any event be liable for the payment of the principal of, premium (if any) or interest m the Bmds or forthe performance of any pledge, olligation or agreement of any kind whatsoever exce[X as set forth herein, and none of the B mds or any of the Issuer's agreements or obi i gati ms shal I be construed to constitute an indebtedness of or a pedge of the faith and credit, ortaxing pcwer of, or a loan of the credit of, or a moral obligation of any of the foregoing within the meaning of any constitutional or statutory pravi si on whatsoever.

No agreements or pravisions contained in this Indenture or any agreement, cavenant or undertalki ng 0\/ the I ssuer cmtai ned in any document executed 0\/ the Issuer in connection with the Project, or the issuance, sale and delivery of the B mds shal I give rise to any pecuniary Ii abi Ii ty of the I ssuer or a charge against the general credit of the I ssuer, or shall obligate the Issuer financially in any way except as may be payalle from the repayments 0\/ the B orrOvVer underthe Loan Agreement and the proceeds of the Bands and cther amounts pl edged hereunder as part of the Trust Estate. No fai I ure of the I ssuer to comply with any term, cmditim, cavenant or agreement herein or in any document executed 0\/ the Issuer in connectim with the issuance and sale of the Bmds shall subject the Issuer to Ii abi Ii ty for any claim for damages, costs or other financial or pecuniary charge exce[X to the extent the same can be paid or recavered from the repayments 0\/ the B orrcwer under the Loan Agreement or proceeds of the Bands and other amounts pl edged hereunder as part of the Trust Estate. N cthi ng herein shal I preclude a proper party in interest from seeking and olXaining, to the extent permitted O)l lctvV, specific performance against the Issuer for any failure to comply with any term, cmditim, cavenant or agreement herein, pravi ded that no costs, expenses or other mmetary relief shal I be recaverabl e from the Issuer except as may be payable from the repayments 0\/ the B orrOvVer or the proceeds of the Bands and other amounts fl edged hereunder as part of the Trust Estate.

(b) No recourse may be had for the enforcement of any obligatim, pronise or agreement of the I ssuer cmtai ned herein, in any other I ssuer Document, in the Loan Documents or in the Bands or for any claim based hereon or thereon or ctherwi se in respect hereof orthereof against any officer, agent, attorney or employee, as such, in his individual capacity, past, present or future, of the Issuer or of any successor entity, either directly or through the Issuer or any successor entity whether 0\/ virtue of any constituti mal pravi sion, statute or rule of lctvV, or 0\/ the enforcement of any assessment or penalty otherwise. No persmal liablitywhatsoeverwill attach to, or be incurred 0\/, any officer, agent, attorney or employee as such, past, present or future, of the Issuer or of any successor entity, either directly or through the Issuer or any successor entity, under or 0\/ reason of any of the

52 48'D-l9'D-9577.7

obi i gati ons, promises or agreements entered into in the Bands or between the Issuer and the Trustee, whether contained herein or to be impied herefrom as being supplemental hereto; and al I personal Ii abi Ii ty of that character against every such di rector, member, officer, agent, attorney and employee is, by the execution of this I ndenture and as a condition of, and as part of the consideration for, the execution of this Indenture, expressly waived and rel eased.

(c) Anything in this Indenture to the contrary nctwithstanding, it is expressly understood and agreed by the parties hereto that (i) the Issuer may rely conclusively on the truth and accuracy of any certificate, opinion, notice, or other instrument furnished to the Issuer by the Trustee or the B orrcwer as to the existence of any fact or state of affairs required hereunder to be ncticed by the Issuer; (ii) the Issuer shall nct be under any obi i gati on hereunder to perform any record keeping or to prcwi de any I egal services; and (iii) none of the pravi si ons of this Indenture shal I require the Issuer to expend or risk its cwn funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or pcwers hereunder, unless it shall first have been adequately indemnified to its satisfaction against the cost, expenses, and liability which may be incurred thereby.

Section 10.03. Preservation and Inspection of Documents. All documents received by any Trustee underthe pravisions of this Indenture shall be retained in its possession and shall be subject at all reasonable times and upon reasonable prior notice to the inspection of the Issuer, any cther Trustee, and any Owner of the Bands and their agents and their representatives, any of whom may make cop es thereof.

Section 10.04. Parties Interested Herein. Nothing in this Indenture expressed or implied is intended or shal I be construed to confer upon, or to give to, any Person, other than the Issuer, the Trustee, the Servicer, the B orrcwer and the Owners of the B ands, any right, remedy or cl ai m under or by reason of this Indenture or any cavenant, condition or stipulation of this Indenture; and al I the cavenants, sti pul ati ons, promises and agreements in this Indenture shal I be forthe sole and exclusive benefit of the Issuer, the Trustee, the Servicer, the B orrcwer and the Owners of the Bonds.

Section 10.05. No Recourse on the Bonds. No recourse shall be had forthe payment of the principal or redemption price or purchase price of or interest on the Bands or for any claim based thereon or on this I ndenture or any cther Issuer Document or the Loan Documents against any member, officer, employee or agent of the I ssuer or any Person executing the Bands.

Section 10.06. Severability of Invalid Pravisions. If any one or more of the cavenants or agreements pravi ded in this I ndenture on the part of the Issuer or any Trustee to be performed should be contrary to I "iNv, such cavenant or cavenants or agreement or agreements shal I be deemed severable from the remaining ccwenants and agreements and in no way shal I affect the validity of the cther prcwi si ons of this Indenture.

Section 10.07. Successors. Whenever in this Indenture the Issuer is named or referred to, it shal I be deemed to include any entity that may succeed to the principal functions and pcwers of the Issuer under the Act, and al I the cavenants and agreements contained in this Indenture by or

53 48'D-l9'D-9577.7

m behalf of the I ssuer shal I bi nd and i nure to the benefit of said successor whether so exp-essed or not.

Section 10.08. Nct:ices, Demands and Requests. Exce[X as otherwise p-avided in Section 4.05, al I notices, demands and requests to be given or made under this Indenture to or by the Issuer orthe Trustee shall be in writing and shall be sufficiently given and shall be deemed given (a) three days after mailing by certified mail, first-class, rx:istage prepaid; (b) the Business Day after sending by expedited avernight delivery service; (c) the date of receipt if delivered by persmal delivery; and (cl) if sent by facsimile transmission, the date of transmissim, if receipt of such transmissim is telephonically cmfirmed on such day and addressed to the Notice Address of the respective addressee. Eitherthe Issuer or the Trustee may change the Notice Address listed for it at any time upm written notice of such change sent by United States mail, postage prepaid, to the other party, which charge shall be effective upon receipt.

Section 10.09. Applicable Law; Venue. This Indenture shall begavernedexclusivelyby the applicable I ctvVs of the State, and any action arising out of this I ndenture or the B mds shal I be filed and maintained in the City and County of San Francisco, California, unless the I ssuerwaives this requirement in writing.

Section 10.10. Table of Cmtents and Section Headings Nct Cmtrdling. The Talle of Contents and the headings of the several Articles and Sections of this Indenture have been p-epared for convenience of reference mly and shal I not contrd, affect the meaning of, or be taken as an interpretation of any p-avi si on of this I ndenture.

Section 10.11. Exclusion of Bonds. Bmds cwned or held by or for the account of the Issuer or the B orrcwer shal I not be deemed Outstanding for the purrxise of consent or cther action or any cal cul ati on of Outstanding B mds pravi ded for in this Indenture, and the I ssuer and the Borrcwer shall nct be entitled with respect to such Bonds to give any consent or take any other action prcwi ded for herein, uni ess al I of the Outstanding Bands are then cwned by such Person.

Section 10.12. Exempt From Individual Liability. No cavenant, condition or agreement contained herein shall be deemed to be a ccwenant, agreement or obligation of any p-esent or future officer, director, empoyee nor agent of the Issuer or the Trustee in his individual capacity, and neither the officers, di rectors, emp oyees or agents of the I ssuer or the Trustee executing the Bmds or this Indenture shall be liable personally on the Bonds or under this Indenture or be subject to any personal liability or accountability by reason of the issuance of the B mds or the executi m of this Indenture.

Section 10.13. Effective Date. This Indenture shal I take effect immediately urxin the executi m and delivery by al I of the parties hereto.

54 48'D-l9'D-9577.7

IN WITNESS WHEREOF, the Issuer has caused these presents to be executed in its name by its duly authorized official; and to evidence its acceptance of the trusts created by this Indenture, the Trustee has caused these presents to be executed in its corporate name, as of the date first above written.

Approved as to form:

DENNIS J. HERRERA City Attorney

By . \ 'd:\;_ ~ HeidiGewert Deputy City Attorney

CITY AND COUNTY OF SAN FRANCISCO

z;?~r ···,-lly---+---------+-~~----­

l<iate Hartley, Acting Director\ f0ayor's Office of Housing and Community Development

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By ______________ ~

Authorized Signatory

[TRUST INDENTURE-ALICE GRIFFITH PHASE 4 APARTMENTS PROJECT]

IN WITNESS WHEREOF, the Issuer has caused these presents to be executed in its name by its duly authorized official; and to evidence its acceptance of the trusts created by this Indenture, the Trustee has caused these presents to be executed in its corporate name, as of the date first above written.

Approved as to form:

DENNIS J. HERRERA City Attorney

By _____________ _ Heidi Gewertz Deputy City Attorney

CITY AND COUNTY OF SAN FRANCISCO

By _______________ _

Kate Hartley, Acting Director Mayor's Office of Housing and Community Development

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By ~~ Authorized Signatory

[TRUST INDENTURE-ALICE GRIFFITH PHASE 4 APARTMENTS PROJECT]

EXHIBIT A

FORM OF BOND

SUBJECT TO THE EXCEPTIONS SET FORTH IN THE I NOE NTURE (HEREINAFTER DEFINED), THE PURCHASER OF THIS BOND MUST BE AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE S0l(a)(l), (2), (3), (7) or (8) OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR A "QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OF 1933ANDWILL BE REQUIRED TO EXECUTE AND DELIVER AN INVESTMENT LETTER AGREEMENT THAT WILL, AMONG OTHER THINGS, RESTRICT TRANSFER OF THIS BOND.

No. R-1

CITY AND COUNTY OF SAN FRANCISCO MULTIFAMILY HOUSING REVENUE BOND

(ALICE GRIFFITH PHASE 4APARTMENTS PROJECT), SERIES 2017C

Dated Date

August 9, 2017

CUSIP

None

Maturity Date

August 1, 2041

$14,450,000

Interest Rate

As stated bel cw

REGISTERED OWNER: JPMORGAN CHASE BANK, N.A.

PRINCIPAL AMOUNT: FOURTEEN MILLION FOUR HUNDRED FIFTY THOUSAND DOLLARS

The CITY AND COUNTY OF SAN FRANCISCO (hereinafter called the "Issuer"), a rnuni ci pal corpcrati on and chartered city and county duly organized and validly existing underthe City Charter and the Constitution and the laws of the State of Cal ifomia (the "State"), for value received, promises to pay (but only from the sources and as hereinafter pravided) to the Registered Owner specified ai::xNe, or registered assigns, the principal amount of Fourteen M i 11 ion Four Hundred Fifty Thousand Dd I ars ($14,450,000), or so much of such maxi mum authorized principal amount as may have been purchased by the Owner of this Bond from ti me to ti me in accordance with the terms of this Bond and the Indenture (described belcw) on the Maturity Date specified ai::xNe, upon presentation and surrender of this Bond at the principal office of U.S. BANK NATIONAL ASSOC IA Tl ON or its successor as trustee (the "Trustee''), under the Indenture, and to pay ( but only from the sources and as herei nafter pravi ded) i nterest on said pri nci pal amount at the app i cal:fo interest rate set forth herein, from and including the dated date hereof unti I the principal amount shal I have been paid in accordance with the terms of this Bond and the Indenture, as and when set forth bel cw, but only from the sources and as hereinafter pravi ded, by wire transfer if there be one Owner of al I of the Bands or ctherwi se by check or draft mai I ed to the record Owners of Bands as the same appear upon the books of registry to be maintained by the Trustee, as registrar.

48'D-l9'D-9577.7

This Bond is one of an authorized issue of Bonds of the Issuer designated City and County of San Francisco Multifamily Housing Revenue Bonds (Alice Griffith Phase 4 Apartments Project), Series2017C, and issued in the aggregate principal amount of $14,450,000 (the "Bonds''). The Bonds are issued for the purpose of funding a loan to Alice Griffith Phase 4, L.P., a California I imited partnership (the" Borravver"), in order to finance a portion of the costs of the construction and equipping of a 31--unit multifamily residential housing project in the City and County of San Francisco, California(the "Prqject").

THIS BOND IS BEING ISSUED AS A DRAW-DOWN BOND, IN THAT THE HOLDERS OF THE BONDS WILL PURCHASE THE PRINCIPAL AMOUNT OF THE BONDS IN INSTALLMENTS,AT PAR, IN ACCORDANCE WITH THE TERMS OF AND AS REQUIRED BY THE INDENTURE. ACCORDINGLY, THE PRINCIPAL AMOUNT OF THE BONDS WHICH HAVE BEEN PURCHASED BY THE HOLDERS AND ARE OUTSTANDING AT ANY GIVEN TIME MAY BE LESS THAN THE MAXIMUM PRINCIPAL AMOUNT OF THE BONDS AS SET FORTH ON THE FACE OF THIS BOND. UPON EACH PURCHASE OF A PORTION OF THE PRINCIPAL AMOUNT OF THE BONDS IN ACCORDANCE WITH THE TERMS OF THE INDENTURE, THE TRUSTEE WILL NOTE ON A LOG MAINTAINED BY THE TRUSTEE FOR SUCH PURPOSE THE PRINCIPAL AMOUNT OF THE BONDS SO PURCHASED, THE DATE OF SUCH PURPOSE AND THE IDENTITY OF SUCH PURCHASER. THE RECORDS MAINTAINED BY THE TRUSTEE IN SUCH REGARD WILL BE CONCLUSIVE EVIDENCE OF THE PRINCIPAL AMOUNT OF THE BONDS WHICH HAVE BEEN PURCHASED AND ARE OUTSTANDING. IF PRESENTED TO THE TRUSTEE BY THE HOLDER OF THIS BOND, THE PRINCIPAL AMOUNT OF THE BONDS PURCHASED BY THE OWNER OF THIS BOND WILL BE NOTED BY THE TRUSTEE ON SCHEDULE 1 ATTACHED TO THIS BOND.

PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS BOND IS REQUIRED TO BE MADE DIRECTLY TO THE REGISTERED OWNER HEREOF WITHOUT NOTATION HEREON. IT CANNOT BE DETERMINED FROM THE FACE OF THIS BOND WHETHER ALL OR ANY PART OF THE PRINCIPAL OF OR INTEREST ON THIS BOND HAS BEEN PAID.

This Bond is issued under and pursuant to the Trust I ndenture dated as of August 1, 201 7 between the Issuer and the Trustee (as amended and suppemented from time to time, the "Indenture"), and the Act (as that term is defined in the Indenture). Reference is made to the Indenture and the Act for a ful I statement of their respective terms. Capitalized terms used herein and not otherwise defined herein have the respective meanings accorded such terms in the Indenture, which is incorporated herein by reference. The Bands issued under the I ndenture are expressly limited to $14,450,000 in aggregate principal amount at any time Outstanding and are al I of Ii ke tenor, except as to interest rates, numbers and denominations. Pursuant to a Loan Agreement (the "Loan Agreement") and the Promissory Note (the "Ncte") dated as of August 1, 201 7 the B orravver has agreed to malke payments to the Trustee in amounts equal to amounts of pri nci pal of and i nterest on the B ands.

THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM THE TRUST ESTATE AND OTHER FUNDS AND MONEYS PLEDGED AND ASSIGNED UNDER THE INDENTURE. NEITHER THE ISSUER, THE STATE OF

A-2 48'D-l9'D-9577.7

CALIFORNIA (THE "STATE"), NOR ANY POLITICAL SUBDIVISION THEREOF (EXCEPT THE ISSUER, TO THE LIMITED EXTENT SET FORTH IN THE INDENTURE) NOR ANY PUBLIC AGENCY SHALL IN ANY EVENT BE LIABLE FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM (IF ANY) OR INTEREST ON THE BONDS OR FOR THE PERFORMANCE OF ANY PLEDGE, OBLIGATION OR AGREEMENT OF ANY KIND WHATSOEVER EXCEPT AS SET FORTH IN THE INDENTURE, AND NONE OF THE BONDS OR ANY OF THE ISSUER'S AGREEMENTS OR OBLIGATIONS SHALL BE CONSTRUED TO CONSTITUTE AN INDEBTEDNESS OF OR A PLEDGE OF THE FAITH AND CREDIT, OR TAXING POWER OF, OR A LOAN OF THE CREDIT OF, OR A MORAL OBLIGATION OF ANY OF THE FOREGOING WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION WHATSOEVER.

THE OBLIGATIONS OF THE ISSUER ON THIS BOND ARE EX PRESSLY LIMITED TO AND ARE PAYABLE SOLELY FROM (I) THE PAYMENTS MADE PURSUANT TO THE LOAN AGREEMENT AND THE NOTE, AND THE SECURITY THEREFOR PROVIDED BY THE MORTGAGE AND THE SECURITY AGREEMENT (AS THOSE TERMS ARE DEFINED IN THE INDENTURE) AND ANY OTHER COLLATERAL SECURITY FROM TIME TO TIME HELD BY THE TRUSTEE, AND (ll)ANY ADDITIONAL SECURITY PROVIDED IN THE INDENTURE.

Interest Rates. This Bond shall ~ar interest at the awlicable rate for any appicalle period set forth in the I ndenture.

Usury. Notwithstanding any prCNision of this Bond to the contrary, in no event shall the interest contracted for, charged or received in connection with this Bond (including any other costs or considerations that constitute interest under the I aws of the State which are contracted for, charged or received pursuant to this Bond) exceed the maxi mum rate of nonusuri ous interest al I cwed under the I aws of the State as presently in effect and to the extent of any increase al I OvVall e by such laws. To the extent permitted by law, interest contracted for, charged or received on this Bond shal I ~ al I ocated aver the entire term of this Bond, to the end that interest paid on this Bond does not exceed the maxi mum amount permitted to~ paid thereon by I aw. Excess interest, if any, pravided for in this Bond, or ctherwise, shall ~ canceled automatically as of the date of such acceleration or, if theretofore paid, shall ~ credited as principal paid on this Bond.

Registration and Transfer. THIS BOND IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE. This Bond is transferable by the regi stered OvVner hereof i n person or by hi s attorney duly authorized i n wri ti ng atthe offi ce of the Trustee as registrar, but only in the manner, subject to the limitations and upon payment of the charges pravi ded in the I ndenture, and upon surrender and cancel I ati on of this Bond. Upon such transfer, a new registered Bond or Bonds, of any authorized denomination or denominations, of the same maturity and for the same aggregate principal amount wi 11 ~ issued to the transferee in exchange herefor. The Bonds are issuable as fully registered Bonds in Authorized Denominations as pravided in the Indenture. The Issuer, the Trustee, and any other Person may treat the Person in whose name this Bond is registered on the books of registry as the Owner hereof for the purpose of receiving payment as herein pravided and for all other purposes, whether or not this Bond~ CNerdue, and no Person shal I ~ affected by nctice to the contrary.

A-3 48'D-l9'D-9577.7

Redemption of Bonds. This Bond is subject to optional and mandatay redemption prior to maturity as a whole or i n part at such ti me or ti mes, under such ci rcumstances, at such redemption prices and in such manner as is set forth in the Indenture.

Enforcement. Only the Servicer shall have the right to direct the Trustee to enforce the pravi si ons of this Bond or the Indenture or to institute any action to enforce the ccwenants herein or therein, or to take any action with respect to any Event of Default underthe Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, exce[X as prcwided in the Indenture. If an Event of Default occurs and is continuing, the principal of all Bonds then outstanding may be declared due and payalle 0\/ the Servicer upon the conditions and in the manner and with the effect prcwi ded in the I ndenture. As prcwi ded in the Indenture, and to the extent permitted O)l law, interest and a penalty rate of interest shall be payable on unpaid announts due hereon.

Discharge. The Indenture prescribes the manner in which it may be discharged and after whi ch the B ands shal I be deemed to be pai d and no I anger be secured 0\/ or enti tied to the benefits of the Indenture, except for the purposes of registration and exchange of Bands and of such payment.

Modifications. Modifications or alterations of the Indenture, or of any supplements thereto, may be made only to the extent and in the circumstances permitted 0\/ the Indenture.

This Bond shall not be valid or olligatory for any purpose until it shall have been signed on behalf of the I ssuer and such signature attested, 0\/ the officer, and in the manner, pravi ded in the Indenture, and authenticated 0\/ a duly authorized officer of the Trustee, as Authenticating Agent.

It is certified and recited that al I conditions, acts and things required 0\/ the statutes of the State or 0\/ the Act or the Indenture to exist, to have happened orto have been performed precedent to or in the issuance of this Bond exist, have happened and have been performed and that the issue of the Bonds, together with al I other i ndelXedness of the Issuer, i swithin every debt and cther I imit prescri bed 0\/ said statutes and said A ct.

In the event of any inconsistency between the pravi si ons of this Bond and the pravi si ons of the Indenture, the prcwi si ons of the Indenture shal I control.

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IN WITNESS WHEREOF, the City and County of San Francisco has caused this Bond to be executed in its narrE by the manual or facsimile signature of its Mayor, all as of the Closing Date.

48'D-l9'D-9577.7

CITY AND COUNTY OF SAN FRANCISCO

By _____________ _

Mayor

A-5

FORM OF CERTIFICATE OF AUTHENTICATION

This Bmd is one of the Bonds described in the within-mentioned Indenture and issued under the pravi si ons of the within mentioned I ndenture.

Date of Authentication:

48'D-l9'D-9577.7

---------

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By _____________ _ Authorized Signatory

A--6

FORM OF ASSIGNMENT

FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto

(Name, Address and Tax Identification or Social Security N urrlier of Assignee)

the within-registered Bond and irrevocably constitute(s) and appoints(s) --------_________________ attorney, to transfer the same on the registration oooks of the Trustee with ful I pavver of substitution in the premises.

Dated: -------

Signatures Guaranteed:

Note: S ignature(s) must be guaranteed 0y an eligible guarantor.

48'D-l9'D-9577.7 A-7

Note: The signatures(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in a-ery particular without alteration or enlargement or any change whatsOEYer.

Date

48'D-l9'D-9577.7

SCHEDULE A

$14,450,(XX) CITY AND COUNTY OF SAN FRANCISCO

MULTIFAMILY HOUSING REVENUE BONDS (ALICE GRIFFITH PHASE 4APARTMENTS PROJECT)

SERIES 2017C

SCHEDULE OF DRAWINGS

Outstanding Draw Amount Principal Amount Signature of Trustee

A--8

EXHIBITB

FORM OF INVESTOR LETTER

_____ ,20

City and County of San Francisco City Hall 1 Dr. Carlton B. Goodlett Place, Room 316 San Francisco, CA 94102 Attention: City Controller

U.S. Bank National Association One Cal ifomia Street, Suite 1000 San Francisco, CA 94111 Attention: Andrew Fung

Re: City and County of San Francisco Multifamily Housing Revenue Bonds (Alice Griffith Phase 4Apartments Prqject), Series 2017C

Ladies and Gentlemen:

The undersigned ackncwledges receipt of $14,450,000 in aggregate principal amount of the ai::xNe--referenced bmds (the "Bands'').

The undersigned ackncwledges that the Bonds were issued for the purpose of malking a mortgage I oan to assist in the financing of the construction and equi pp ng of a certain 31--uni t multifamily residential rental housing project located in the City and County of San Francisco, California (the" Prqject"), as more particularly described in that certain Loan Agreement dated as of August 1, 2017 (the "Loan Agreement'), 0\/ and among the City and County of San Francisco (the" Issuer"), Al ice Griffith Phase 4, L.P., a California I imited partnership (the" Borrcwer"), and the Trustee (hereinafter defined). The undersigned further ackncwledges that the Bonds are secured 0\/ a Trust Indenture dated as of August 1, 2017 (the" Indenture"), between the Issuer and U.S. Bank National Association, as trustee (the "Trustee''), which creates a security interest in the trust estate described therein (the "Trust Estate") for the benefit of the Owners of the Bonds.

In connection with the purchase of the Bonds 0\/ the undersigned, the undersigned malkes the fdlcwing representations upon which you may rely:

1. The undersigned has authority to purchase the Bands and to execute this I etter and any other instruments and documents required to be executed 0\/ the undersigned in connection with the purchase of the Bonds.

2. The undersigned is (i) an "accredited investor" (as defined in Rule S0l(a)(l), (2), (3) (7) or (8) of Regulation D promulgated underthe Securities Act of 1933, as amended) or an entity in which al I of the equity cwners are "accredited investors'' as so defined (the foregoing collectively, "Accredited Investors'') or a "qualified institutional buyer" (as

48'D-l9'D-9577.7

defined in Rule 144A pranulgated undertheSecuritiesActof 1933, as amended); or(ii) a bank, savings institution or insurance canpany (whether acting in a trustee or custodial capacity for any Accredited Investor or "qualified institutional buyer," each as defined in clause (i) alx:Ne, or on its avvn behalf); or (iii) California Cornrnunity Reinvestment Corporation.

3. The Bonds are being acquired by the undersigned for its cwn account and not with a vievv to, or for resale in connection with, any distribution of the Bonds. The undersigned intends to hd d and book the Bands as a I oan in its portfolio and acknavvl edges that the use of the word" Bonds'' in the name of the debt instrument is for convenience only and is nct intended to indicate that the instrument is a security within the meaning of the Securities Act of 1933. The undersigned does not intend at this ti me to dispose of al I or any part of the B ands, except i n accordance with restrictions contai ned i n and as perrni tted by the terrns of the Indenture and understands that it may need to bear the risk of this transaction for an indefinite time, since any sale priorto maturity may not be possible.

4. The undersigned understands thatthe Bonds are not registered underthe Securities Act of 1933 and that such registration is not legally required as of the date hereof and further understands that the Bonds (a) are nct being registered or ctherwise qualified for sale under the "Blue Sky" laws and regulations of any state, (b) will nct be listed in any stock or cther securities exchange, (c) will not carry a rating frorn any rating service and (cl) will be delivered in a forrnwhich is nct be readily marketable.

5. The undersigned understands that (a) the Bonds are nct secured by any pledge of any moneys received or to be received frorn taxation by the Issuer, the State of California or any political subdivision thereof, (b) the Bonds do not and will nct represent or constitute a general obi i gati on or a pledge of the faith and credit of the Issuer, the State of California or any political subdivision thereof and (c) the liability of the I ssuerwith respect to the Bands is Ii rni ted to the Trust Estate as set forth in the Indenture.

6. The undersigned has either been supp ied with or been given access to information, including financial statements and other financial i nforrnati on, to which a reasonable investor would attach significance in rnaki ng investment decisions, and the undersigned has had the opportunity to ask questions and receive answers frorn knavvledgeable individuals concerning the Borravver, the Project and the Bonds. The undersigned has not relied upon the Issuer for any information in connection with its purchase of the Bonds.

7. The undersigned acknavvledges that neither the Issuer nor the Borravver has prepared an offering document with respect to the Bands.

8. The undersigned has rnade its avvn inquiry and analysis with respect to the Bands and the security therefor and other material factors affecting the security and payment of the Bonds. The undersigned is aware thatthe business of the Borravver invdves certain economic variables and risks that could adversely affect the security for the Bonds.

9. Suqject to the exceptions set forth in Section 3.09 of the Indenture, the undersigned acknavvledges that it has the rightto sell and transfer the Bonds, in accordance with the

B-2 48'D-l9'D-9577.7

terms of the Indenture, subject to the delivery to the Trustee of an investor's letter from the transferee in substantially the form attached to the Indenture as Exhibit B, with no revisions exce[X as may be appraved in writing by the Issuer.

10. The undersigned agrees to indemnify and hd d harmless the Issuer with respect to any claim asserted against the Issuer that is based upon the sale, transfer or disposition of the Bonds by the undersigned cther than as permitted by the Indenture.

Captalized terms used herein and not otherwise defined have the meanings given to such terms in the I ndenture.

48'D-l9'D-9577.7

Very truly yours,

[INVESTOR]

By ______________ _ Name

--------------

Tit I e ---------------

B-3

EXHIBITC

CITY AND COUNTY OF SAN FRANCISCO MANDATORY CONTRACTING PROVISIONS

The fdlavving pravisions shall apply to the Indenture as if set forth in the body thereof. Captalized terms used rut nct defined in this Exhibt shall have the meanings given in the Indenture.

N ctwi thstandi ng the foregoing, in the event of any conflict between the foregoing and the Bayvievv Hunter's Point Employment and Contracting Plan and Memorandum of Understanding (the "Bayvievv PrCNisions''), the Bayvievv Pravisions shall appy.

Section 1. Non di scri mi nation; Penalties.

(a) Non di scri mi nation. In the performance of the Indenture, the Trustee agrees not to discriminate against any employee, City employee working with the Trustee, applicant for employment with the Trustee, or against any Person seeking accommodations, advantages, faci I iti es, privi I eges, services or membership in al I business, social or other establishments or organizations, on the basis of the fact or percep:i on of a Person's race, color, creed, religion, national origin, ancestry, age, height, weight, sex, sexual orientation, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status (Al OS/HIV status), or association with members of such protected cl asses, or i n retal i ati on for opposition to di scri mi nation agai nst such cl asses.

(b) Subcontracts. The Trustee shall incorporate by reference in all subcontracts the pravisions of Sections 12B.2(a), 12B.2(c)--(k), and 12C.3 of the San FranciscoAdministrative Code (copies of which are available from the City) and shall require al I subcontractors to comply with such pravi si ons. The Trustee's fai I ure to comply with the obi igations in this subsection shall constitute a material breach of the Indenture.

(c) Non di scri mi nation in Benefits. The Trustee does not as of the date of the Indenture and wi 11 not during the term of the Indenture, in any of its operations in San Francisco, on real property avvned by the City, or where work is being performed for the City elsewhere in the United States, discriminate in the pravi sion of bereavement leave, family medical I eave, heal th benefits, membership or membership discounts, mavi ng expenses, pension and retirement benefits or travel benefits, as well as any benefits other than the benefits specified abOJe, between employees with domestic partners and employees with spouses, andpr between the donnestic partners and spouses of such employees, where the domestic partnershi p has been regi stered with a gavernmental entity pursuant to state or local law authorizing such registration, suqject to the conditions set forth in Section 12B.2(b) of the San FranciscoAdministrative Code.

(cl) Condition to Contract. As a condition to the Indenture, the Trustee shall execute the "Chap:er 12B Declaration: Nondiscrimination in Contracts and Benefits'' form

48'D-l9'D-9577.7

(form HRC-12B-101) with suppating documentatim and secure the appraval of the form by the San Francisco Human Rights Commission.

(e) Incorporation of Administrative Code Pravisions by Reference. The pravisions of Chapters 12B and 12C of the San Francisco Administrative Code are incorporated in this Secti m by reference and made a part of the Indenture as though fully set forth herein. The Trustee shall campy fully with and~ bound by all of the pravisions that apply to the Indenture under such Chap:ers, including, rut nct I imited to, the remedies pravided in such Chap:ers. Without limiting the foregoing, the Trustee understands that pursuantto Sections 12B .2(h) and 12C.3(g) of the San Francisco Administrative Code, a penalty of $50 for each Person for each calendar day during which such Person was discriminated against in violatim of the prcwisions of the Indenture may ~ assessed against the Trustee and/or deducted from any payments due the Trustee.

Section 2. Local Business Enterprise Utilization; Liquidated Damages.

(a) The LBE Ordinance. As a condition to the Indenture, the Trustee shall comply with all the requirements of the Local Business Enterprise and Non-Discrimination in Contracting Ordinance set forth in Chap:er 14B of the San Francisco Administrative Code as it new exists or as it may~ amended in the future (cdlectively, the "LBE Ordinance"), prcwided such amendments do nct materially increase the Trustee's obligations or liablities, or materially diminish the Trustee's rights, under the Indenture. Such pravisions of the LBE Ordinance are incorporated by reference and made a part of the Indenture as though fully set forth in this Section. The Trustee's willful failure to comply with any appl i call e pravi si ms of the LB E Ordinance is a material breach of the Trustee's obi igations under the Indenture and shal I entitle Issuer, suqject to any applicalle notice and cure pravi si ons set forth in the I ndenture, to exercise any of the remedies pravi ded for under the I ndenture, under the LB E Ordinance or otherwise avai I able at I aw or in equity, which remedies shall ~ cumulative unless the Indenture expressly prcwides that any remedy is exclusive. In addition, the Trustee shall comply fully with all cther applicable local, state and federal laws prohibiting discrimination and requiring equal oppatunity in contracting, including subcontracting.

(b) Compliance and Enforcement. If the Trusteewillfully failstocompywith any of the pravisims of the LBE Ordinance, the rules and regulatims implementing the LB E Ordinance, or the pravi si ons of the I ndenture pertaining to LB E parti ci pati on, the Trustee shall ~ liable for liquidated damages in an amount equal to the Trustee's net profit m the Indenture, or 1 CP/4 of the total amount of the Indenture, or $1,000, whichever is greatest. The Director of the Issuer's Human Rights Commissim or any other public official authorizedtoenforcethe LB E Ordinance (separately and cd lectively, the" Director of HR C") may al so impose cther sanctions against the Trustee authorized in the LB E Ordinance, including declaring the Trustee irresponsible and i nel i gi bl e to contract with the Issuer for a period of upto five years or revocation of the Trustee's LB E certification. The Director of HRC will determine the sanctions to~ imposed, including the amount of liquidated damages, after investigation pursuant to Section 14B .17 of the San Francisco Administrative Code.

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By entering into the Indenture, the Trustee ackncwl edges and agrees that any Ii qui dated damages assessed 0\/ the Di rector of the HR C shal I be payable to the I ssuer upon demand. The Trustee further ackncwledges and agrees that any liquidated damages assessed may be withheld from any moneys due to Trustee on any contract with the Issuer.

The Trustee agrees to maintain records necessary for monitoring its compliance with the LBE Ordinance for a period of three years follcwing termination or expiration of the Indenture, and shal I malke such records avai I able for audit and inspection 0\/ the Director of HRC or the Controller upon request.

Section 3. M acB ride Principles-Northern I rel and. Pursuant to San Francisco Administrative Code Section 12F.5, the City urges companies doing business in Northern Ireland to move tcwards resolving ernpl oyment inequities and encourages such companies to abide 0\/ the MacB ride Principes. The City urges San Francisco companies to do business with corporations that abde 0\/ the MacBride Principles. By signing the Indenture, the Person executing the Indenture on behalf of the Trustee ackncwl edges and agrees that he or she has read and understood this Section.

Section 4. Tropical Hardwood and Virgin Redwood_Ban. Pursuant to Section 804(b) of the San Francisco Environment Code, the City urges contractors notto import, purchase, obtain or use, for any purpose, any tropical hardwood, trap cal hardwood wood product, virgin redwood or virgin redwood wood product.

Section 5. Drug-f reeW orkplace Pd icy. The Trustee ackncwledgesthat pursuantto the Federal Drug-free Workplace Act of 1989, the unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited on City premises. The Trustee agrees that any vi d ati on of this prohibition 0\/ the Trustee, its employees, agents or assigns wi 11 be deemed a material breach of this Indenture.

Section 6. Compliance with Americans with Disabilities Act. The Trustee ackncwl edges that, pursuant to the Americans with Di sabi Ii ti es Act ("ADA"), programs, services and other activities prCNided 0\/ a public entity to the pullic, whether directly or through a contractor, must be accessible to the disabled public. The Trustee shal I pravi de the services specified in the I ndenture in a manner that complies with the A DA and any and al I other appl i call e federal, state and local di sab lity rights legislation. The Trustee agrees not to discriminate against disabled Persons in the prCNision of services, benefits or activities pravided under the Indenture and further agrees that any violation of this prohi btion on the part of the Trustee, its employees, agents or assigns will constitute a material breach of the Indenture.

Section 7. Sunshine Ordinance. In accordance with San Francisco Administrative Code Section 67.24( e), contracts, contractors' bids, responses to sd i citations and al I other records of communications between the City and Persons or firms seeking contracts shall be open to inspection immediately after a contract has been awarded. Ncthing in this pravision requires the di sci osure of a private Person or organization's net worth or other proprietary financial data submitted for qualification for a contract or other benefit until and unless that Person or organization is awarded the contract or benefit. Information pravided which is cavered 0\/ this paragraph wi 11 be made avai I able to the pull i c upon request.

C-3 48'D-l9'D-9577.7

Section 8. Limitations on Contributions. Through execution of the Indenture, the Trustee ackncwledges that it is familiar with Section 1.126 of the City's Campaign and GOJemmental Conduct Code, which prohibits any Person who contracts with the City for the rendition of personal services, for the furnishing of any material, supplies or equi pnnent, for the sale or I ease of any I and or bui I ding, or for a grant, I oan or I oan guarantee, from malki ng any campaign contribution to (a) an individual hdding a City elective office if the contract must be appraved by the individual, aboard on which that individual serves, orthe board of a state agency on which an appointee of that individual serves, (b) a candidate for the office held by such individual, or (c) a committee contrdled by such individual, at any time from the commencement of negotiations for the contract until the later of either the termination of negctiations for such contract or six months after the date the contract is appraved. The Trustee ackncwledges that the foregoing restriction applies only if the contract or a cornbi nation or series of contracts appr0.ted by the same individual or board in a fiscal year have a tctal anticipated or actual value of $50,CXXl or more. The Trustee further ackncwledges that the prohibition on contributions appies to each prospective party to the contract; each member of the Trustee's board of directors; the Trustee's chairperson, chief executive officer, chief financial officer and chief operating officer; any Person with an cwnershi p interest of more than 2CP/o in the Trustee; any subcontractor Ii steel in the bid or contract; and any committee sponsored or controlled by the Trustee. Additionally, the Trustee ackncwl edges it must inform each of the Persons described in the preceding sentence of the prohibitions contained in Section 1.126. The Trustee further agrees to pravide to the City the nannes of each Person, entity or committee described abave.

Section 9. Requiring Minimum Compensation for COJered Employees. The Trustee agrees to campy fully with and be bound by all of the prOJisions of the Minimum Compensation Ordinance ("MCO"), as set forth in San Francisco Administrative Code Chapter 12P ("Chapter 12P"), including the remedies pravided, and implementing guidelines and rules. The prOJisions of Sections 12P.5 and 12P.5.l of Chapter 12P are incorporated herein by reference and made a part of the Indenture as though fully set forth. The text of the MCO is availalle on the web at www.sfgav.org/dse/nnco. A partial listing of some of the Trustee's obligations under the MCO is set forth in this Section. The Trustee is required to comply with all the pravisions of the M CO, irrespective of the I isti ng of oll igations in this Section.

(a) The MCO requires the Trustee to pay its employees a minimum hourly gross compensation wage rate and to pr0.tide minimum compensated and uncompensated time off. The minimum wage rate may change from year to year, and the Trustee is obi i gated to keep informed of the then-current requirements. Any subcontract entered into by the Trustee shal I require the subcontractorto comply with the requirements of the M CO and shal I contain contractual oll i gati ons substantially the same as those set forth in this Section. It is the Trustee's obi i gati on to ensure that any subcontractors of any ti er under the Indenture comply with the requirements of the MCO. If any subcontractor under the Indenture fails to campy, the City may pursue any of the remedies set forth in this Section against the Trustee.

(b) The Trustee shall nct talke adverse action or otherwise discriminate against an employee or cther Person for the exercise or attem[Xed exercise of rights under the MCO. Such actions, if talken within 90 days of the exercise or attempted exercise of such rights, wil I be rebuttably presumed to be retaliation prohibited by the MCO.

C-4 48'D-l9'D-9577.7

( c) The Trustee shal I maintain employee and payrol I recITds as required 0\/ the MCO. If the Trustee fai Is to do so, it shal I ~ presumed that the Trustee paid no mcre than the minimum wage required under State law.

(cl) The City, upon reasonable notice to the Trustee, is authorized to inspect the Trustee's job sites during nITmal business hours, conduct intervievvs with employees and conduct audits of the Trustee.

(e) The Trustee's commitment to pravide the Minimum Compensation is a material element of the City's consideration for the Indenture. The City in its sole discretion shal I determine whether such a breach has occurred. The City and the public will suffer actual damage that wil I ~ impractical IT extremely difficult to determine if the Trustee fails to campy with these requirements. The Trustee agrees thatthe sums set forth in Section 12P.6. l of the MCO as liquidated damages are not a penalty, but are reasonable estimates of the loss that the City and the publ icwi II incur for the Trustee's noncompliance. The procedures gaverni ng the assessment of Ii qui dated damages shal I ~ those set forth in Section 12P.6.2 of Chapter 12P.

(f) The Trustee understands and agrees that if it fails to comply with the requirements of the MCO, the City shall have the right to pursue any rights or remedies available under Chapter 12P (including liquidated damages), under the terms of the contract and under applicable law. If, within 30 days after receiving written nctice of a breach of this Indenture for vi dating the M CO, the Trustee fai Is to cure such breach IT, if such breach cannct reasonably~ cured within such period of 30 days, the Trustee fails to commence efforts to cure within such period, IT thereafter fails diligently to pursue such cure to completion, the City shall have the rightto pursue any rights IT remedies available under applicable law, including those set forth in Section 12P.6(c) of Chapter 12P. Each of these remedies shall ~ exercisable individually or in comb nation with any cther rights IT remedies available to the City.

(g) The Trustee represents and warrants that it is nct an entity that was set up, IT is ~ing used, forthe purpose of evading the intent of the MCO.

(h) If the Trustee is exempt from the MCO when the Indenture is executed ~cause the cumulative amount of agreements with the City fIT the fi seal year is I ess than $25,000, butthe Trustee I ater enters i nto an agreement IT agreements that cause i tto exceed such amount in a fiscal year, the Trustee shall thereafter~ required to campy with the MCO under the Indenture. This obligation arises on the effective date of the agreement that causes the cumulative amount of agreements ~tween the Trustee and the City to exceed $25,000 in the fi seal year.

Section 10. Requiring Health Benefits for Cavered Employees. The Trustee agrees to comply fully with and~ bound 0\/ all of the pravisions of the Health Care Accountability Ordinance ("HCAO"), as set forth in San Francisco Administrative Code Chapter 12Q, including the remedies pravided, and impementing regulations, as the same may~ amended from time to ti me. The pravi si ons of Section 12Q. 5. 1 of Chapter 12Q are incorporated 0\/ reference and made apart of the Indenture as though fully set forth in this Section. The text of the HCAO is available

C-5 48'D-l9'D-9577.7

m the web atwww.sfgav.ITgplse. Captalized terms used in this Section and not defined in the Indenture shall have the meanings assigned to such terms in Chap:er 12Q.

(a) For each CCNered Empoyee, the Trustee shall p-avide the approp-iate health benefit set forth in Sectim 12Q.3 of the HCAO. If the Trustee chooses to offerthe health plan o[Xion, such health plan shall meet the minimum standards set forth by the San Francisco Health Commissim.

(b) Nctwithstandi ng the abave, if the Trustee is a small business as defined in Section 12Q.3(e) of the HCAO, it shall have noobligationtocomplywith clause (a) abave.

(c) The Trustee's failure to comply with the HCAO shall constitute a material breach of the Indenture. The City shall nctify the Trustee if such a breach has occurred. If, within 30 days after receiving the City's written notice of a breach of the Indenture fIT violating the HCAO, the Trustee fails to cure such breach, or if such breach cannct reasonably be cured within such period of 30 days, the Trustee fai Is to commence efforts to cure within such period, orthereafter fails diligently to pursue such cure to competion, the City shall have the right to pursue the remedies set forth in Sections 12Q.5.l and 12Q.5(f)(l--6) of Chap:er 12P. Each of these remedies shall be exercisal:le individually or i n combi nation with any other ri ghts IT remedi es avai I able to the City.

(cl) Any Subcontract entered into by the Trustee shall require the Subcmtractor to comply with the requirements of the HCA O and shal I contain contractual obi i gati ons substantially the same as those set forth in this Sectim. The Trustee shall notify the City's Office of ContractAdministratim when it enters into such a Subcontract and shall certify to the Office of Cmtract Administratim that it has notified the SubcontractIT of the obligations under the HCAO and has imposed the requirements of the HCAO on the Subcontractor through the Subcmtract. The Trustee shall be responsible for its Subcontractors' compliance with this Sectim. If aSubcmtractor fails to comply, the City may pursue the remedies set forth in this Section against the Trustee based on the Subcontractor's failure to campy, pravided that the City has first prCNided the Trustee with nctice and an opportunity to obtain a cure of the violation.

( e) The Trustee shal I nct discharge, reduce in compensation, IT otherwise discriminate against any empoyee for nctifying the City IT the County with regard to the Trustee's nmcompl i ance IT anticipated noncompliance with the requirements of the HCAO, for opposing any practice proscribed by the HCAO, fIT participating in p-oceedings related to the HCAO, or fIT seeking to assert or enforce any rights under the HCAO by any lawful means.

(f) The Trustee represents and warrants that it is nct an entity that was set up, IT is being used, for the purpose of evading the intent of the HCAO.

(g) The Trustee shall maintain employee and payroll records in compliance with the CalifITnia Labor Code and Industrial Welfare Commission ITders, including the number of hours each employee has worked on the I ndenture.

C--6 48'D-l9'D-9577.7

(h) HCAO.

The Trustee shal I keep itself informed of the current requirements of the

(i) The Trustee shall prCNide reports to the City in accordance with any reporting standards promulgated 0\/ the City or the County under the HCAO, including reports on Sulx:ontractors and Subtenants, as applicable.

U) The Trustee shall prCNide the City with access to records pertaining to compliance with HCAO after receiving a written request from the City to do so and being pravi ded at I east 1 O business days to respond.

(k) The Trustee shal I allavv the City to inspect the Trustee' sjob sites and have access to the Trustee's employees in order to monitor and determine compliance with HCAO.

(I) The City may conduct random audits of the Trustee to ascertain its compliance with HCAO. The Trustee agrees to cooperate with the City when it conducts such audits.

(m) If the Trustee is exem[X from the HCAO when the Indenture is executed because its amount is I ess than $25,000 ($50,000 for nonprofits), but the Trustee I ater enters into an agreement or agreements that cause the Trustee's aggregate amount of al I agreements with the City to reach $75,000, all the agreements shall be thereafter subject to the HCAO. This obligation arises on the effective date of the agreement that causes the cumulative amount of agreements between the Trustee and the City to be equal to or greater than $75,000 in the fi seal year.

Section 11. Prohibition on Political Activity With City Funds. In accordance with San FranciscoAdministrative Code Chapter 12.G, the Trustee may not participate in, support, or attem[X to influence any political campaign for a candidate or for a ball ct measure (cdlectively, "Politi cal Activity") in the performance of the services pravided underthe Indenture. The Trustee agrees to comply with San Francisco Administrative Code Chapter 12.G and any impementing rules and regulations promulgated 0\/ the City's Controller. The terms and pravisions of Chapter 12.G are incorporated herein 0\/ this reference. In the event the Trustee vi dates the pravisions of this Section, the City may, in addition to any cther rights or remedies availal:le hereunder, (a) terminate the Indenture, and (b) prohi btthe Trustee from bidding on or receiving any mw City contract for a period of two years. The Controller will nct considerthe Trustee's use of profit as a violation of this Section.

Section 12. Protection of Private Information. The Trustee has read and agrees to the terms set forth in San Francisco Administrative Code Sections 12M .2, "Nondisclosure of Private Information," and 12M.3, "Enforcement" of Administrative Code Chapter 12M, "Protection of Private Information," which are incorporated herein as if fully set forth in this Section. The Trustee agrees that any failure of the Trustee to comply with the requirements of Section 12M .2 of this Chapter shall be a material breach of the Indenture. In such an event, in addition to any other remedies availal:le to it under equity or law, the City may terminate the Indenture, bring a false

C-7 48'D-l9'D-9577.7

claim actim against the Trustee p.,1rsuant to Chapter 6 or Chapter 21 of the Administrative Code, or debar the Trustee.

Section 13. Graffiti RemCNal. Graffiti isdetrimental tothehealth, safetyandwelfare of the community in that it promctes a percepti m in the community thatthe I aws prctecti ng public and private property can be disregarded with imp.,1nity. This perception fosters a sense of disrespect of the lctN that results in an increase in crime; degrades the community and leads to urban blight; is detrimental to property values, business opportunities and the enjoyment of Ii fe; is inconsistent with the City's property maintenance goals and aesthetic standards; and results in additional graffiti and in other properties becoming the target of graffiti unless it is quickly removed from public and private property. Graffiti results in visual pollution and is a public nuisance. Graffiti must be albated as quickly as possible to avoid detrimental impacts on the City and its residents, and to prevent the further spread of graffiti.

The Trustee shal I remCNe al I graffiti from any real property cwned or I eased lJy the Trustee in the City and County of San Francisco within 48 hours of the earlier of the Trustee's (a) discavery or notification of the graffiti or (b) receipt of nctification of the graffiti from the Department of Public Works. This Section is not intended to require the Trustee to breach any lease or cther agreement it may have concerning its use of the real property. The term "graffiti" means any i nscri p:i m, word, figure, marking or design affixed, marked, etched, scratched, drawn or painted on any bui I ding, structure, fixture or other i mpravement, whether permanent or temporary, including lJy way of example mly and without limitatim, signs, banners, billboards and fencing surrounding construction sites, whether p.,1blic or private, without the cmsent of the cwner of the property or the cwner's authorized agent, and which is visible from the p.,1blic right-of-way. "Graffiti" shall nct include: (i) any sign or banner authorized l:Jy, and in compliance with, the applicable requirements of the San Francisco Public Works Code, the San Francisco Planning Code orthe San Francisco Building Code; or (ii) any mural or other painting or marking m the property that is protected as a work of fine art under the California Art Preservation Act (California Civil Code Sections 987 et seq.) or as a work of visual art underthe Federal Visual ArtistsRightsActof 1990(17U.S.C. §§ 101 et seq.).

Any failure lJy the Trustee to comply with this Section shall cmstitute a material breach of the Indenture.

Section 14. Submitting False Claims; Mmetary Penalties. Pursuant to San Francisco Administrative Code Sectim 21.35, any cmtractor, subcontractor or consultant who submits a false claim shal I be liable to the City for penalties set forth in that Sectim. The text of Sectim 21.35, along with the entire San Franci scoAdmi ni strative Code is available on the web at http: /JWWW.municode.comJl_i brary it:lientCodePage.aspx?clientl D=4201. A contractor, subcmtractor or cmsultant will be deemed to have submitted a false claim to the City if the contractor, subcontractor or cmsultant: (a) kncwi ngly presents or causes to be presented to an officer or employee of the City a false claim or request for payment or appraval; (b) kncwingly makes, uses or causes to be made or used a false record or statement to get a false claim paid or appraved l:Jythe City; (c) conspires to defraud the City lJy getting a false claim allcwed or paid lJy the City; (cl) kncwingly makes, uses or causes to be made or used a false record or statement to conceal, avoid or decrease an obligation to pay ortransmit mmey or property to the City; or (e) is a beneficiary of an inadvertent submissim of a false claim to the City, subsequently di scavers the

C--8 48'D-l9'D-9577.7

falsity of the claim, and fails to disclose the false claim to the City within a reasonable ti me after di scavery of the false claim.

Section 15. Conflict of Interest. Through its execution of the Indenture, the Trustee acknavvledges that it is familiar with the prCNision of Section 15.103 of the City's Charter, Article 111, Chapter 2 of City's Campaign and Gavernmental Conduct Code, and Section 87100 et seq. and Section 1090 et seq. of the Gavernment Code of the State of California, and certifies that it does not knavv of any facts which constitute a violation of said pravi sions and agrees that it will immediately notify the City if it becomes ctvVare of any such fact during the term of this Indenture.

Section 16. Food Service Waste Reduction Requirements. The Trustee agrees to comply fully with and be bound O,' all of the pravisions of the Food Service Waste Reduction Ordinance, as set forth in San Francisco Environment Code Chapter 16, including the remedies pravided, and implementing guidelines and rules. The pravisions of Chapter 16 are incorporated herein b,' reference and made a part of the Indenture as though fully set forth in this Section. This pravi si on is a material term of the I ndenture. By entering into the I ndenture, the Trustee agrees that if it breaches this pravision, the City will suffer actual damages that will be impractical or extremely difficult to determine; further, the Trustee agrees that the sum of $100 liquidated damages for the first breach, $200 Ii qui dated damages for the second breach in the same year, and $500 Ii qui dated damages for subsequent breaches in the same year is reasonable estimate of the damage the City wi 11 incur based on the violation, established in Ii ght of the circumstances existing at the time the Indenture was made. Such annount shall nct be considered a penalty, but rather agreed monetary damages sustained O,' the City because of the Trustee's failure to campy with this prCNi si on.

Section 17. Proprietary or Confidential Information of City. The Trustee understands and agrees that, in the performance of the work or services under the Indenture or in contempation thereof, the Trustee may have access to private or confidential information which may be avvned or contrdled O,' City and that such information may contain proprietary or confidential detai Is, the disclosure of which to third parties may be damagi ngto City. The Trustee agrees that all information disclosed O,' City to the Trustee shall be held in confidence and used only in the performance of the Indenture. The Trustee shal I exercise the same standard of care to protect such information as a reasonably prudent contractor would use to protect its avvn propri etary data

Section 18. Earned Income Credit ("EiC") Forms. Administrative Code Section 120 requires that employers pravide their employees with I RS Form W-5 (the "Earned lnconne Credit Advance Payment Certificate") and the IRS EiC Schedule, as set forth belavv. Empoyers can locate these forms at the IRS Office, on the Internet, or anywhere Federal Tax Farms can be found. The Trustee shal I pravi de EI C Farms to each EI i gi bl e Employee at each of the fdlavving times: (a) within 30days follcwing the date on which the Indenture becomes effective (unless the Trustee has al ready pravided such E IC Forms at least once during the calendar year in which such effective date falls); (b) promptly after any Eligible Empoyee is hired O,' the Trustee; and (c) annually betweenJ anuary 1 andJ anuary 31 of each calendar year during the term of the Indenture. Failure to campy with any requirement contained in subparagraph (a) of this Section shal I constitute a material breach O,' the Trustee of the terms of this Indenture. If, within 30 days after the Trustee receives written notice of such a breach, the Trustee fails to cure such

C--9 48'D-l9'D-9577.7

treach or if such breach cannct reasonably be cured within such period of 30 days, the Trustee fails to commence efforts to cure within such period or thereafter fails to diligently pursue such cure to competion, the City may pursue any rights or remedies available underthe Indenture or under applicable lctN. Any Subcontract entered into by the Trustee shal I require the Subcontractor to comply, as to the Subcontractor's Eligible Empoyees, with each of the terms of this Section. Captalized terms used in this Section and not defined in the Indenture shall have the meanings assigned to such terms in Section 120 of the San FranciscoAdministrative Code.

C-10 48'D-l9'D-9577.7

EXHIBITD

FORM OF PROJECT FUND REQUISITION

BORROWER: PROJECT: REQUISITION NO.: In the Amount of $ -----------------

TO: U.S. Bank National Association (the "Trustee'') One Cal ifomia Street, Suite 1 CXX)

San Francisco, CA 94111 Attention: Andrew Fung

JPMorgan Chase Bank, N.A. (the "Majority Owner") 13th Floor 700 North Pearl Street Mail Code: TXl-2625 Dal I as, TX 75201 Attention: Michael D. Green, Vice President

Senior Construction Risk Administrator

The B orrcwer requests payments in the fol I cwi ng amounts, from the fol I cwi ng sources and to be made to the follcwing parties, all as set forth on the Borrcwer' s Request for Payment attached to this R equi si ti on:

Amount Source

[Identify name of Account & Fund in Indenture or Capital Contributions]

Requisition -Contents and Attachments

D B orrcwer' s Request for Payment

Payable to:

[ B orrcwer' s account#] [third-party paymentA,vire i nstructi ons must be attached]

D Contractor's Arrilication and Certification for Payment (AIA Form G-702), including change orders if app i cable

D Paid Invoices Su[l)Orting App ication--(AIA Form G-702), as appropriate D Paid Invoices Su[l)Orting Borrcwer' s Request for Payment, as appropriate D Lien Waivers D Architect's Certificate (If required 0\/ Majority Owner) D B orrcwer' s Representations and Warranties

The Borrcwer hereO)I certifies (a)(i) there has been received no nctice of lien, any right to lien or attachment upon, or claim affecting the right of the payee to receive payment of, any of the moneys payable under such requisition to any of the Persons, firms or corporations named therein, and

48'D-l9'D-9577.7

(ii) that any materials, suppies, IT equipment cavered 0\/ such requisition are subject to any lien IT security interest, or if any notice of any such I ien, attachment, claim IT security interest has been received, such I ien, attachment, claim IT security interest has been released, discharged, insured IT bonded aver or wi 11 be rel eased, discharged, insured IT bonded aver upon payment of the requisition, (b) such requisition contains no items representing payment on account of any percentage enti tied to be retained at the date of this certificate; ( c) the obi i gati ons stated on the requisition have been incurred in or aboutthe acquisition, construction or equipping of the Project, each item is a proper charge against the listed fund, and no obligation has been the basis for a priIT requisition that has been paid; (cl) such requisition contains no items representing any Costs of Issuance under Section 147(g) of the Code; (e) nct less than 95% of the sum of (i) the amounts requisitioned 0\/ this requisition to be funded with the proceeds of the Bond fl us (ii) al I amounts allocated to the Bond previously disbursed from the Project Fund, have been IT Will be applied 0\/ the Borravverto pay Qualified Costs of the Project; (f) as of the date hereof, no event IT condition has happened or is happening or exists that constitutes, orthatwith nctice or lapse of time IT bcth, would constitute an Event of Default under the Indenture, the Disbursement Agreement or the Loan Agreement IT, to the kncwl edge of the undersigned, an Event of Default underthe Indenture; and (g) such requisition complies with all applical:le requirements of the Regulatory Agreement, as well as all applicable requirements of the Loan Agreement, Disbursement Agreement and Tax Certificate.

D-2 48'D-l9'D-9577.7

The B orrcwer requi si ti ons the funds described abave, and makes the rep-esentati ons and warranties attached hereto to the Issuer and the Trustee.

BORROWER:

ALICE GRIFFITH PHASE 4, L.P., a California limited partnership

By Alice Griffith Phase 4 M BS GP, Inc., a Missouri corporation, its Co-General Partner

By ______________ _ Y usef F reernan Vice President

By TabernacleV, LLC, aCalifornialirnited Ii abi Ii ty company, its Managing General Partner

By Tabernacle Cornrnunity Development Corporation, a California public benefit corporation, its sole rnernber

By ___________ _ Donald E. Green President

The foregoing Requisition is appraved 0\/ the Majority Owner.

MAJORITY OWNER:

JPMORGAN CHASE BANK, N.A.

By _____________ _ Name: Shani Ryan Title: Authorized Officer

D-3 48'D-l9'D-9577.7

EXHIBITE

FORM OF ASSIGNMENT AND ASSUMPTION OF DEED OF TRUST AND LOAN DOCUMENTS

RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO:

California Cornrnunity Reinvestment Ccrporation lOOWest Broadway, Suite lCXX) Glendale, CA 91210 Attention: Renee Cooks

ASSIGNMENT AND ASSUMPTION OF DEED OF TRUST AND LOAN DOCUMENTS

THIS ASSIGNMENT AND ASSUMPTION OF DEED OF TRUST AND LOAN DOCUMENTS (this "Assignment") is rnade and entered into as of-------~ 20_, 0\1 U.S. BANK NATIONAL ASSOCIATION, a national banking association crganizedand existing under the laws of the United States of America ("Trustee"), in favor of CALIFORNIA COMMUNITY REINVESTMENT CORPORATION, a Califrrnia nonp-ofit p.,1blic benefit corrxiration ("CCRC"), and consented and agreed to 0\/ CITY AND COUNTY OF SAN FRANCISCO, a municipal ccrporation and chartered city and county duly organized and validly existing under the City Charter and the Constitution and the laws of the State of California ("Issuer"), AL ICE GRIFFITH PHASE 4 L.P., a Califrrnia limited partnership ("Borravver"), and JPMORGAN CHASE BANK, N.A., a national banking association ("Bank").

RECITALS:

A. B orravver i s the avvner of a I easehol d i nterest i n that certai n real property descri bed in Schedule I attached hereto (the" Property").

B. Pursuanttothatcertain Trust Indenture (the" Indenture") dated asof August 1, 2017 and executed 0\/ Issuer and Trustee, Issuer has issued its $14,450,CXX) City and County of San Francisco Multifamily Housing Revenue Bonds (Alice Griffith Phase 4Apartments Project), Series 2017C (the "Bonds''). Pursuant to that certain Loan Agreement (the "Loan Agreement") dated as of August 1, 201 7, and executed 0\/ and annong Trustee, B orravver and Issuer, Issuer rnade a loan in the p-inci pal annount of 14,450,CXX) (the" Loan") to Brrrcwer of the proceeds of the sale of the Bonds. The Loan is evidenced 0\/ the Note (as defined belavv), and is further evidenced 0\/ the documents executed 0\/ Borravver in connection with the Loan Agreement (the "Loan Documents''). The obligations of Brrravver under the Ncte are secured 0\/, annong cther things, the Deed of Trust (as defined belavv) encumbering Borrcwer's leasehold interest in the Property. Pursuant to the Assignment of Deed of Trust (as defined belcw), the rights of Issuer in and to the Loan Agreement, the Ncte and the Deed of Trust have been assigned O)I I ssuerto Trustee.

C. Pursuant to Section 1.1 of that certain Bond Purchase Agreement dated as of August 1, 2017 and executed 0\/ Borravver, Bank and CCRC (the "Bond Purchase Agreement")

48'D-l9'D-9577.7

and subject to the terms and conditions set forth therein, CCRC has elected to purchase the Loan in lieu of the Bonds (the" Loan Purchase Option").

D. This Assignment is being executed and delivered pursuant to Section 4.08 of the Indenture and of Section 8.16 of the Loan Agreement. Capitalized terms nct ctherwise defined herein shal I have the meanings set forth in the Indenture.

NOW, THEREFORE, in consideration of the mutual cavenantsand promises of the parties herein contained, and for other good and valuable consideration, recei fl: and sufficiency of which are hereby ackncwl edged, the parties hereto agree as fol I cws:

1. Assignment. Trustee hereby grants, assigns, conveys and transfers, without recourse, to CCRC, and its successors and assigns, all right, title and interest of Trustee in and to the fdlcwing (the "Purchased Documents"):

(a) the Loan, the repayment obligations of Borrcwer in connection with which are evidenced by a Promissory Ncte, dated August 9, 2017 made by Borrcwertothe order of I ssuer in the original aggregate principal amount of $14,450,000 and assigned by Issuer to Trustee (the" Ncte'');

(b) that certain Construction and Permanent Leasehold Deed of Trust with Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Deed of Trust") dated of even date with the Note, encumbering Borrcwer' s leasehdd interest in the Property and recorded on _____ as Instrument No. ____ in the Official Records of the City and County of San Francisco, California, as assigned by Issuer to Trustee pursuant to that certain Assignment of Deed of Trust Documents, dated as of even date with the Deed of Trust (the "Assignment of Deed of Trust"), executed by Issuer for the benefit of Trustee and recorded in the Official Records of the City and County of San Francisco, California on ______ as Instrument No. _____ _

(c) the cther documents described on Schedule 11 attached hereto (which sets forth all of the documents to be assigned to CCRC by Trustee or Bank, including certain of the foregd ng documents);

(cl) excep: for the documents listed on Schedule II I attached hereto (the "Terminated Documents''), all other instruments, agreements, documents or reports (other than documents, memoranda, notes or reports prepared by Trustee's employees solely for the internal use of Trustee) affecting or relating to the Loan which were prepared and delivered to Trustee in connection with, or executed and delivered to Trustee in connection with or as security for, the Loan, including, but not limited to, any and all security agreements, cd I ateral assignments, fl edge agreements, fi nanci al agreements, corporate authorizations, limited liability company certificates, partnership consents and other corporate, limited liability company or partnership documents, legal opnion letters from Borrcwer's counsel, estoppel letters from Borrcwer or tenants on the Property, operating reports, environmental reports, site pl ans, surveys, soi I and substrata studies, architectural drawings, plans and specifications, engineering plans and studies, floor pans, landscape

E-2 48'D-l9'D-9577.7

fl ans, external written correspondence, insurance certificates or policies, app-ai sal s, fi nanci al statements of B orrcwer; and

(e) each modification, annendment, assumption, release, or waiver letter, if any, executed lJy Trustee (if legally required) and/or Borravver (if legally required) of any of the iterns Ii sted ai::xNe, except for the Terrni nated Documents.

2. Assumption. CCRC is purchasing the Loan for a purchase price of$ ---CCRC herel:Jy assumes and agrees to perform, from and after the date of recordation of this Assignment in the Official Records of the City and County of San Francisco, California, all Ii abi Ii ti es, obi i gati ons and duties of Trustee arising frorn and after the date of recordati on of this Assignment with respect to the Loan, including, without Ii rni tati on, the obi i gati ons of Trustee under the Purchased Documents.

3. Regulatory Agreement. The parties hereto, including Borravver and Issuer, acknavvledge and agree that (a) the Regulatory Agreement shall continue in full force and effect, notwithstanding the cancellation of the Bonds and the Loan Purchase; (b) Issuer has not assigned any of its rights under the Regulatory Agreement to any party; and (c) for purposes of computing the Issuer Annual Fee due and payable lJy Borrcwer pursuant to Section 18 of the Regulatory Agreement, from and after the date hereof, the computation specified therein shal I be based on the outstanding principal amount of the Loan rather than the outstanding principal amount of the Bonds.

4. Surrender of Bonds; Termination ofl ndenture; Survival of Certain Pravisions of the Bond Documents. Pursuantto Section 4.08of the Indenture, as a condition to the execution of thi s Assignment: ( a) B ank represents and warrants that it has tendered the B ands to Trustee for cancellation, and Trustee acknavvledges receipt of sanne; (b) CCRC has executed and delivered CCRC Letter substantially in the forrn of Schedule IV attached hereto; and (c) the parties hereto agree that, effective contemporaneously with, and as a condition to the Loan Purchase: (i) the Bands are herel:Jy surrendered for cancel I ati on, and Trustee is herel:Jy requested and directed to cancel the Bonds and to promptly surrender and return the Bond certificate, marked to indicate its cancellation, to Issuer; (ii) all accounts held lJy Trustee underthe Indenture have been closed, and any balances have been transferred pursuant to the terrns of the Indenture and the Loan Agreement; (iii) any and al I fees and expenses accrued and payable under the Indenture as of the date hereof have been paid or prcwi ded for; ( iv) the I ndenture is herel:Jy terrni nated, except for such prcwi si ons, including pravisions relating to indemnification and rebate (including retention of records), as expressly survive pursuant to its terrns; and (v) the Reserved Rights (as defined in the Loan Agreement) of Issuer shal I continue in ful I force and effect for the benefit of Issuer, notwithstanding the assignment of the Loan Documents hereunder and the termination of the Indenture.

5. Fees and Expenses in Connection With Loan Purchase. The fees and expenses of Issuer and Trustee, including fees and expenses of counsel to either of thern, incurred in connection with the Loan Purchase and the transactions contemplated lJy this Assignment, have been paid in full as of the date hereof lJy B orravver or CCRC.

E-3 48'D-l9'D-9577.7

6. Authcrity To Execute Assignment; Counterparts. Each of the parties hereto, including the consenting parties, represents and warrants that its undersigned representative is duly authcri zed to execute and del iverthi s A ssi gnnnent and thatthe execution and delivery thereof wi 11 not violate or conflict with any material agreement to which it is a party or 0\/ which it is bound. ThisAssignnnent may be executed in multiple counterparts, each of which shall be an original and all of which shal I constitute but one and the sanne i nstrunnent. CCRC shall cause a copy of this reccrded version of the A ssi gnnnent to be pravi ded to the other signatories hereto.

[ R emai nder of page i ntenti onal I y I eft blank.]

E-4 48'D-l9'D-9577.7

IN WITNESS WHEREOF, this Assignment is hereby made as of the date first written abave.

48'D-l9'D-9577.7

TRUSTEE:

U.S. BANK NATIONAL ASSOCIATION, a nati anal banki ng association

By _____________ _ Name -------------Tit I e

--------------

E-5

SCHEDULE I TO ASSIGNMENT AND ASSUMPTION

PROPERTY DESCRIPTION

REAL PROPERTY IN THE CITY AND COUNTY OF SAN FRANCISCO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

PARCEL 1:

LOT 13-1 AS SAID LOT IS SHOWN AND SO DESIGNATED ON FINAL MAP NO. 8369, RECORDED DECEMBER 24, 2014, IN BOOK FF OF SURVEY MAPS, PAGES 43-49, INCLUSIVE, IN THE OFFICE OF THE RECORDER OF THE CITY AND COUNTY OF SAN FRANCISCO.

EXCEPTING THEREFROM ALL OIL, GAS, OIL SHALE, COAL, PHOSPHATE, SODIUM, GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS CONTAINED IN SAID LANDS, TOGETHER WITH THE RIGHT TO DRILL FOR AND EXTRACT SUCH DEPOSITS OF OIL AND GAS, OR GAS AND TO PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS OF OTHER MINERALS FROM SAID LANDS AND TO OCCUPY AND USE SO MUCH OF THE SURFACE OF SAID LANDS AS MAY BE REQUIRED THEREFORE, UPON COMPLIANCE WITH THE CONDITIONS AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF CHAPTER 5, PART 1, DIVISION 6 OF THE PUBLIC RESOURCES CODE, AS RESERVED BY THE STATE OF CALIFORNIA IN THAT CERTAIN DEED RECORDED NOVEMBER 30, 1960, AS INSTRUMENT NO.J 38136, BOOK A 197, PAGE 242, OFFICIAL RECORDS.

FURTHER EXCEPTING THEREFROM ALL SUBSURFACE MINERAL DEPOSITS, INCLUDING OIL AND GAS DEPOSITS, TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS ON SAID LAND FOR EXPLORATION, DRILLING AND EXTRACTION OF SUCH MINERAL, OIL AND GAS DEPOSITS AS EXCEPTED AND RESERVED BY THE STATE OF CALIFORNIA IN THAT CERTAIN ACT TO THE LEGISLATURE ('THE BURTON ACT") SET FORTH IN CHAPTER 1333 OF THE STATUTES OF 1968AND AMENDMENTS THERETO AND UPON TERMS AND PROVISIONS SET FORTH THEREIN.

APN: LOTOOl, BLOCK 8812

PARCEL 2:

NON-EXCLUSIVE EASEMENTS FOR (i) PEDESTRIAN AND VEHICULAR ACCESS OVER A PRIVATE DRIVEWAY AND (ii) CONNECTION TO UTILITY FACILITIES, ALL AS ESTABLISHED BY THE EASEMENT AGREEMENT RECORDED AUGUST _____ , 2017 AS INSTRUMENT NO. __________________ , IN THE OFFICE OF THE RECORDER OF THE CITY AND COUNTY OF SAN FRANCISCO.

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PARCEL 3:

PERPETUAL EXCLUSIVE EASEMENT FOR USE OF COMMON AREAS, ACCORDING TO (I) THE SHARED USE AGREEMENT RECORDED MARCH 6, 201 SAS INSTRUMENT NO. 2015--K030467--00; (11) THE AMENDED AND RESTATED SHARED USE AGREEMENT RECORDED FEBRUARY 29, 2016AS INSTRUMENT NO. 2016 K208973; AND (Ill) THE SECOND AMENDED AND RESTATED SHARED USE AGREEMENT DATED AUGUST _____ , 2017 BY AND AMONG ALICE GRIFFITH PHASE I, L.P.; ALICE GRIFFITH PHASE 2, L.P.; ALICE GRIFFITH PHASE 3A, L.P.; ALICE GRIFFITH PHASE 3B, L.P.; AND ALICE GRIFFITH PHASE 4, L.P.; RECORDED AUGUST _____ , 2017 AS INSTRUMENT NO. _______________ IN THE OFFICE OF THE RECORDER OF THE CITY AND COUNTY OF SAN FRANCISCO.

E-7 48'D-l9'D-9577.7

SCHEDULE II TOASSIGNMENT AND ASSUMPTION

PURCHASED DOCUMENTS

1. Cmstructim Disbursement Agreement

2. Ncte

3. Mortgage

4. Loan Agreement

5. Assignment of Deed of Trust

6. UCC-1 FinancingStatements

7. Assignment of Construction Contracts

8. Assignment of Architectural Agreements and Plans and Specificatims

9. Assignment of Management Agreement

10. Environmental Indemnity Agreement

11. Any subordination agreements delivered in connection with subordinate financing, p.,1rchase o[Xions and rights of first refusal, if any, for the Project

12. Rep acement Reserve Agreement

13. All authorizing documents executed in connection with the ai::xNe

14. Opnion(s) of legal counsel

15. A 11 estoppel certificates delivered in cmnecti on with the Ground Lease Agreement

E--8 48'D-l9'D-9577.7

SCHEDULE Ill TO ASSIGNMENT AND ASSUMPTION

TERMINATED DOCUMENTS

1. Security Agreement (Collateral Assignment of Rights to Tax Credits and Partnership Interests)

2. UCC-1 Financing Statement (Tax Credits)

3. Any comp eti on guaranty

4. Any repayment guaranty

5. Any environmental guaranty executed by Guarantor

E--9 48'D-l9'D-9577.7

SCHEDULE IV TO ASSIGNMENT ANDASSUMPTION

FORM OF LOAN PURCHASE INVESTOR LETTER

[Loan Purchase Date]

City and County of San Francisco, City Hall 1 Dr. Carlton B. Goodlett Place, Room 316 San Francisco, CA 94102 Attention: Di rector, Mayor's Office of

Housing and Community Development

U.S. Bank National Association, as Trustee One Cal ifomia Street, Suite 1000 San Francisco, CA 94111 Attention: Andrew Fung

Re: Exercise of Loan Purchase Option with res~cttothe Loan lJy the City and County of San Francisco of the p-oceeds $14,450,000 Maximum Principal Amount City and County of San Francisco Multifamily Housing Revenue Bonds (Alice Griffith Phase 4Apartments Project) Series 2017C

Ladies and Gentlemen:

Pursuant to that certain Trust Indenture (the" Indenture'') dated as of August 1, 2017 and executed lJy the City and County of San Francisco (the "Issuer") and U.S. Bank National Association, as trustee (the "Trustee"), the Issuer has issued its $14,450,000 City and County of San Francisco Multifamily Housing Revenue Bonds (Alice Griffith Phase 4Apartments Prqject) Series 2017C (the "Bonds''). Pursuant to that certain Loan Agreement (the "Loan Agreement") dated as of August 1, 2017, and executed lJy and among Trustee, Alice Griffith Phase 4, L.P. (" B orravver") and the I ssuer, the I ssuer has made a I oan in the p-i nci pal amount of $14,450,000 (the "Loan") to B orravver of the proceeds of the sale of the Bands. The repayment oll i gati ons of Borravver in connection with the Loan are evidenced lJy the Ncte (as defined belcw) made lJy Borravver to the order of the Issuer in the aggregate principal amount of the Loan. The other documents executed lJy Borravver in connection with the Loan are collectively referred to herein as "Loan Documents." The obligations of Borravver underthe Note are secured l:Jy, among cther things, the Deed of Trust (as defined belcw), encumbering Borravver' s leasehold interest in and to the Pro~rty. Pursuantto the Assignment of Deed of Trust (as defined belavv), the rights of the Issuer in and to the Loan Agreement, the Note and the Deed of Trust have been assigned lJy the I ssuer to the Trustee.

Pursuant to Section 1.1 of that certain Bond Purchase Agreement dated as of August 1, 2017 (the "Bond Purchase Agreement") and executed lJy Borravver,J PM organ Chase Bank, N.A. and California Community Reinvestment Corporation ("CCRC") and subject to the terms and

E-10 48'D-l9'D-9577.7

conditions set forth therein, CCRC has elected to purchase the Loan in lieu of the Bonds. As a condition to the execution of an Assignment and Assum[Xion of Deed of Trust and Loan Documents, of even date herewith (the "Loan Assignment"), 0\/ the Trustee in favor of CCRC, CCRC is delivering this Investor Letter and hereO)I acknavvledges receipt of the Purchased Documents (as defined in the Loan Assignment).

In connection with the purchase of the Loan 0\/ CCRC, CCRC makes the follcwing representations upon which you may rely:

1. CCRC has authority to purchase the Loan to execute this letter and any cther instruments and documents required to be executed 0\/ CCRC in connection with the purchase of the Loan.

2. The Loan is being acquired 0\/ CCRC for investment and not with a view to, or for resale in connection with, any distribution of the Loan, and CCRC intends to hddthe Loan for its avvn account and for an indefinite period of time. CCRC understands it may need to bear the risks of this investment for an indefinite time, since any sale prior to maturity may not be possible.

3. CCRC understands that the Loan is (a) nct registered under the Securities Act of 1933 nor is it being registered or otherwise qualified for sale under the "Blue Sky" lctvVs and regulations of any state and that any exemption from federal or state securities registration requirements for which the Bands were el i gi bl e may nct extend to the Loan or the N cte; ( b) wi 11 not be Ii sted in any stock or cther securities exchange, ( c) wi 11 nct carry a rating from any rating service and (cl) will be delivered in a form which is nct be readily marketable. CCRC ackncwledges and agrees that the Issuer is not the issuer of the Loan, and that the investor is solely responsible for compliance with applicable securities I ctvVs relative to its purchase of the Loan and any subsequent transfer of the Loan pursuant to the terms of the Loan Agreement and the Note.

4. CCRC understands that (a) the Loan is not secured 0\/ any pedge of any moneys received or to be received from taxation 0\/ the Issuer, the State of California or any political subdivision thereof, (b) the Loan does not andwi II not represent or constitute any debt, obligation or pledge of the faith and credit of the Issuer, the State of California or any political subdivision thereof and (c) the Issuer has no liablity with respect to the Loan, which is solely an olligation and liablity of Borravver. CCRC acknavvledges and agrees that interest on the Loan or the Note is not exempt from federal or state i ncorne taxes and that any opinions issued with respect to the Bands relative to the status of interest on the Bands do nct extend to the status of interest on the Loan orthe Note, about which Bond Counsel has expressed no opinion.

5. CCRC has either been suppiedwith or been given access to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making investment decisions, and CCRC has had the opportunity to ask questions and receive answers from knavvl edgeabl e individuals concerning B orravver, the Project and the Loan. CCRC has nct relied upon the Issuer for any information in connection with its purchase of the Loan.

E-11 48'D-l9'D-9577.7

6. CCRC ackncwledges that neither the Issuer nor Borrcwer has prepared an offering document with respect to the Loan.

7. CCRC has made its cwn inquiry and analysis with respect to the Loan and the security therefor, and other material factors affecting the security and payment of the Loan. CCRC is aware thatthe business of the Borrcwer invdves certain economic variables and risks that could adversely affect the security for the Loan.

8. CCRC ackncwledges and agrees that, as pravided in the Loan Agreement and the Ncte, it may sel I ortransferthe Loan only to a single investor, subject to the delivery to the Issuer of an investor's letter from the transferee in substantially the form of this Investor Letter, with no revisions exce[X as may be appraved in writing by the Issuer. CCRC ackncwledges and agrees thatthe Loan may only be transferred in its entirety, and none of the Loan Documents may be transferred independently of any other Loan Document.

9. CCR C agrees to indemnify and hold harmless the I ssuer with respect to any claim asserted against the Issuer based upon the sale, transfer or disposition of the Loan by CCRC cther than as permitted herein pursuant to the Loan Agreement and the Note.

Captalized terms used herein and not otherwise defined have the meanings given to such terms in the Loan Agreement or the Loan Assignment.

48'D-l9'D-9577.7

Very truly yours,

CALIFORNIA COMMUNITY REINVESTMENT CORPORATION

By ______________ _ Name _____________ _ Title ---------------

E-12

LOAN AGREEMENT

ammg

CITY AND COUNTY OF SAN FRANCISCO as Issuer

U.S. BANK NATIONAL ASSOCIATION, as Trustee

and

ALICE GRIFFITH PHASE 4, L.P., a California limited partnership,

as B orrOvVer

relating to

$14,450,(XX) City and County of San Francisco

M ultifarnily Housing Revenue Bonds (A I i ce G ri ffi th Phase 4 A partrnents P rqj ect),

Series 2017C

Dated as of August 1, 2017

EXECUTION COPY

The interest of the City and County of San Francisco (the "Issuer") in this Loan Agreement has been assigned (except for certain "Reserved Rights'' as defined in this Loan Agreement) pursuant to the Trust Indenture dated as of the date hereof from the Issuer to U.S. Bank National Association, as trustee (the "Trustee"), and is subject to the security interest of the Trustee thereunder.

4830-5664-084 l.6

Section 1. 1. Section 1.2.

Section 2.1. Section 2.2. Section 2.3.

Section 3.1. Section 3.2. Section 3.3. Section 3.4.

Section 4.1.

Section 5.1. Section 5.2. Section 5.3. Section 5.4. Section 5. 5. Section 5.6. Section 5.7. Section 5.8. Section 5.9. Section 5.10. Section 5.11. Section 5.12. Section 5.13. Section 5.14. Section 5.1 5. Section 5.16. Section 5.1 7.

4830-5664-084 l.6

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

Definitions. ....................................................................................................... 2 Construction ..................................................................................................... 9

ARTICLE II REPRESENTATIONS AND COVENANTS

R ep-esentati ons by the Issuer ........................................................................... 9 R ep-esentati ons by the B orrcwer................................................................... 1 O Ccwenants by the B orrcwer ........................................................................... 16

ARTICLE Ill LOAN AND PROVISIONS FOR REPAYMENT

Issuance of Bonds and Delivery of Note and Other Loan Documents .......... 19 Loan Repayments and Other Amounts .......................................................... 20 Payments Pledged and Assigned ................................................................... 21 Obi igations of Borrcwer Hereunder Unconditional ...................................... 22

ARTICLE IV ADVANCES

Requisition ..................................................................................................... 22

ARTICLE V SPECIAL COVENANTS OF THE BORROWER

Commencement and Competion of Project .................................................. 23 Records and Accounts .................................................................................... 23 Financial Statements and I nformati on ........................................................... 23 Insurance ........................................................................................................ 25 Liens and Other Charges ................................................................................ 25 Inspection of Project and Books; App-aisals ................................................. 25 Campi i ance With Laws, Contracts, Licenses and Permits ............................ 26 Use of Proceeds .............................................................................................. 26 BorrcwerTo Pay Excess Prqject Costs ......................................................... 26 L alborers, Subcontractors and M ateri al men ................................................... 2 7 Further Assurance of Title ............................................................................. 27 Pull icity ......................................................................................................... 27 Further Assurances ......................................................................................... 27 Notices ........................................................................................................... 28 Solvency; Adequate Capital ........................................................................... 28 Management Agreement ................................................................................ 28 Negative Cavenants of the B orrcwer ............................................................. 29

Section 5.18. Section 5.19. Section 5.20. Section 5.21. Section 5.22. Section 5.23. Section 5.24. Section 5.25. Section 5.26.

Section 6.1. Section 6.2. Section 6.3. Section 6.4.

Section 7.1. Section 7.2. Section 7.3. Section 7.4. Section 7.5. Section 7.6. Section 7.7. Section 7.8.

Section 8. 1. Section 8.2. Section 8.3. Section 8.4. Section 8.5. Section 8.6. Section 8.7. Section 8.8. Section 8.9. Section 8.10. Section 8.11. Section 8.12. Section 8.13. Section 8.14. Section 8.15. Section 8.16.

4830-5664-084 l.6

Arbitrage and Tax Matters ............................................................................. 30 I ndemni fi cation .............................................................................................. 36 Agreements Between B orrOvVer and I ts A ffi Ii ates ......................................... 38 [Reserved] ...................................................................................................... 38 Tax and Insurance Fund; Replacement Reserve; Operating Reserve ............ 39 CCNenants Regarding Tax Credits ................................................................. 39 Leasing ........................................................................................................... 41 Compliance With Anti-Terrorism Regulations .............................................. 42 Compliance With City Contracting Requirements ........................................ 43

ARTICLE VI OPTION AND OBLIGATIONS OF BORROWER TO PREPAY

Optional Prepayment ..................................................................................... 43 Mandatory Prepayment .................................................................................. 44 Amounts Required for Prepayment ............................................................... 44 Cancellation at Exp ration of Term. ............................................................... 45

ARTICLE VII EVENTS OF DEFAULT AND REMEDIES

Events of Default ........................................................................................... 45 Remedies on Default ...................................................................................... 48 No Remedy Exclusive .................................................................................... 49 Agreement To Pay Fees and Expenses of Counsel ........................................ 49 No Additional Waiver Implied 0\/ One Waiver; Consents to Waivers .......... 49 Remedies Suqject to App icable LctvV ............................................................ 49 Cure O)I Investor Limited Partner .................................................................. 49 I ssuer E xerci se of R emedi es .......................................................................... 50

ARTICLE VIII MISCELLANEOUS

General P ravi si ons ......................................................................................... 50 Authorized BorrOvVer Representative ............................................................ 51 Binding Effect ................................................................................................ 51 Execution in Counterparts. ............................................................................. 51 Amendments, Changes and Modifications .................................................... 51 Severabi Ii ty .................................................................................................... 52 Notices ........................................................................................................... 52 Applicable Law; Venue ................................................................................. 52 Debtor Creditor Relationship ......................................................................... 52 Usury; T ctal I nterest ...................................................................................... 52 Term of This Loan Agreement ...................................................................... 52 Nonrecourse ................................................................................................... 53 Limitation on Liability of the Issuer; Issuer May Rely .................................. 53 Waiver of Personal Li abi I ity .......................................................................... 55 PATRIOT Act Nctice .................................................................................... 55 Assignment and Transfer of Note and Loan Documents ............................... 55

ii

Section 8.17.

EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G EXHIBIT H

4830-5664-084 l.6

Sulx:Jrdination to CNI Declaration ................................................................. 56

LEGAL DESCRIPTION OF REAL ESTATE FORM OF PROMISSORY NOTE PROJECT APPROVALS TO BE OBTAINED FORM OF APPROVED RESIDENTIAL LEASE INSURANCE REQUIREMENTS APPLICABLE BEFORE CONVERSION FORM OF MONTHLY LEASE-UP REPORT FORM OF STABILIZATION CERTIFICATE CITY AND COUNTY OF SAN FRANCISCO MANDATORY CONTRACTING PROVISIONS

iii

LOAN AGREEMENT

TH IS LOAN AG REEM ENT dated as of August 1, 2017 (together with all suppements, modifications and amendments thereto, this" Loan Agreement") is among CI TY AND COUNTY OF SAN FRANCISCO, a municipal corporation and chartered city and county duly organized and validly existing under the City Charter and the Constitution and the lctvVs of the State of California (together with its successors and assigns, the "Issuer"), U.S. BANK NATIONAL ASSOC I A Tl ON, a national banking association, as trustee under the herein defined Indenture (together with any successor trustee hereunder and their respective successors and assigns, the "Trustee"), and AL I CE G RI FFI TH PHASE 4, L .P., a California limited partnership (together with its successors and assigns, the" Borrcwer").

WITNESSETH:

WHEREAS, pursuant to Section 9.107 of the Charter of the Issuer, and Article 1 of Chapter 43 of the San Francisco Administrative Code and, to the extent applicalle, Chapter 7 of Part 5 of Division 31 of the California Health and Safety Code (collectively, the "Act"), the Issuer is authorized to issue one or more series of its revenue bonds and to I oan the proceeds thereof to finance the acquisition, construction and equipping of residential rental housing facilities to pravi de housing for persons of I cw and very I cw income; and

WHEREAS, 0\/ proceedings adop:ed pursuant to and in accordance with the prCNisions of the Act, the Issuer has authorized the issuance of its Multifamily Housing Revenue Bonds (Alice Griffith Phase 4Apartments Prqject) Series 2017C in the maximum aggregate principal amount of $14,450,000 (the" Bonds'') to finance a portion of the costs of the acquisition, construction and equippng of a 31--unit residential rental development to be kncwn as Alice Griffith Phase 4 Apartments Project (the" Project"); and

WHEREAS, pursuant to this Loan Agreement, the Issuer has agreed to issue the Bonds and to use proceeds of the Bonds to fund a loan to the Borrcwer (the" Loan"), and the Borrcwer has agreed to (i) apply the proceeds of the Loan to pay a portion of the costs of acquisition, construction and equippng of the Project, (ii) make payments sufficient to pay the principal of, premium, if any, and interest on the Bonds when due (whether at maturity, 0\/ redemption, through acceleration or otherwise), and (iii) observe the cther cavenants and agreements and make the cther payments set forth herein; and

WHEREAS, the Borrcwer has delivered to the Trustee, on behalf of the Issuer, a promi ssory note dated the date of i ssuance of the B ands i n an aggregate ori gi nal pri nci pal amount equal to the aggregate original principal amount of the Bands in substantially the form set forth on Exhi at B hereto (as the same may be amended, modified or supp emented from ti me to ti me, the "Note") evidencing its obi i gati on to repay the Loan; and

WHEREAS, to secure its obligations under the Loan Agreement and the Ncte, the Borrcwer has executed (i) a Construction and Permanent Leasehold Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing (as amended, modified or suppemented from time to time, the "Mortgage"), in favor of the Issuer, which is being assigned to the Trustee, (ii) an Assignment of Contracts, Plans and Specifications (as amended, modified or

4830-5664-084 l.6

supperrEnted fran time to tirrE, the "AssignrrEnt of Project DocurrEnts") and (iii) a Collateral AssignrrEnt of Rights to Tax Credits and Partnership Interests (as arrEnded, modified or supperrEnted fran ti rrE to tirrE, the "Security AgreerrEnt"), each dated as of even date with this Loan AgreerrEnt, for the benefit of the Trustee, as secured party;

NOW, THEREFORE, in consideration of the premises and the mutual cavenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknavvledged, and intending to be legally bound, the parties hereto agree as fol I cws:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions. The follavving capitalized terms shall have the meanings specified in this Article unless the context requires ctherwise. All other capitalized terms used herein which are not defined herein shall have the respective rrEanings ascribed thereto in the Indenture unless otherwise expressly prcwided or unless the context ctherwise requires. The singular shal I include the plural and the masculine shal I include the feminine and neuter shal I include the masculine or feminine.

"Accountant" rrEans Rubin B rcwn LL P, or such other independent certified public accountant or firm of independent certified public accountants, selected by the B orravver and appraved by the Servicer, such apprcwal nct to be unreasonably withheld or delayed.

"Appraisal" means an appraisal of the market value of the Project perforrrEd by a qualified independent appraiser apprcwed by the Servicer.

"Apprcwed Budget" rrEans the Proposed Budget appraved by the Servicer in its reasonable discretion.

"Architect" rrEans HKIT Architects.

"Architect's Contract" rrEans the Standard Form of AgreerrEnt, dated as of December 15, 2016, between B orravver and the Architect, praviding for the design of the I mpraverrEnts and the supervision of the construction and equipping thereof, including ongoing monthly inspection of the I mprcwements during construction, certification of R equi si ti ons and certification of Canpl eti on, among cther things, as such agreerrEnts may be arrEnded from ti rrE to ti ITE.

"Bank'.' rrEansJ PM organ Chase Bank, N.A., and its successors and assigns.

"Capital Expenditures'' rrEans capital expenditures determined in accordance with generally accepted accounting principles relating to the repair, rencwation or repacerrEnt of the Project.

"Change Order" rrEans a change made to the Plans and Specifications, as evidenced by a written change order request in accordance with the terms of the Construction Contract.

2 4830-5664-084 l.6

"CNI Declaration" means the Choice Neighborhoods Declaration of Restrictive Cavenants (Al ice Griffith, Phase 4: 2iUJAreliousW al ker Drive, 2802 Walker Drive, and 901--927 Fitzgerald Drive, San Francisco, CA 94121) dated as of August 1, 2017, by and among the Guarantor, the Housing Authority of the City and County of San Francisco, the BorrOvVer, and HUD.

"Co-General Partner" meansAlice Griffith Phase 4 MB S GP, Inc., aM issouri corrxiration, together with any permitted successors and assigns as co-general partner of B orrOvVer.

"Ccnpletion Date" meansAp-il 9, 2019, as the same may be extended in accordance with the Construction Disbursement Agreement.

"Construction Contract" means the contract to be executed within 60 days of the Closing Date between the B orrOvVer and the Contractor, pravi ding for the construction and equipping of the I mpravements and certification of R equi siti ons, among ctherthi ngs.

"Construction Disbursement Agreement" means the Construction Disbursement and Permanent Loan Agreement of even date with this Loan Agreement, as amended, modified or supp emented from ti me to ti me, between the B orrcwer and the Bank.

"Consulting Engineer" shall have the meaning ascribed to that term in the Construction Disbursement Agreement.

"Contractor" means Baines--Nibbi JV, a jdnt venture of Nibbi Brothers and Baines Construction, or another general contractor appraved by the Majority Owner.

"Control," "Controlled" and "Controlling" means, with respect to any Person, either (a) OvVnership directly or indirectly of more than SCP/4 of all beneficial equity interest in such Person, or (b) the possession, directly or indirectly, of the pOvVerto direct or cause the direction of the management and policies of such Person, through the OvVnership of voting securities, by contract or otherwi se.

"Default" or "Event of Default" means, when referring to: (i) the Indenture, an event or condition specified or defined as such by Article VI of the Indenture; and (ii) this Loan Agreement, an event or condition specified or defined as such by Section 7.1 hereof.

"Development Budget" means the budget for total estimated Prqject Costs and sources of payment attached to the Construction Disbursement Agreement, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and the Construction Disbursement Agreement.

"Direct Costs'' means the costs of the I mprcwements, the Personal Property, and al I labor, materials, fixtures, machinery and equipment required to construct and equip the I mp-avements in accordance with the Plans and Specifications.

"F i nanci ng Statements'' means U ni form Commercial Code Form 1 Financing S tatement(s) from the Borrcwer and the Managing General Partner, and Co-General Partner for the benefit of the Trustee.

3 4830-5664-084 l.6

"Generally Accepted Accounting Principles'' means the principles that are (a) consistent with the principles promulgated or adop:ed by the Financial Accounting Standards Board and its predecessors, as in effect from time to time, and (b) consistently appied with past financial statements of the B orrOvVer adop:i ng the same pri nci pl es, pravi ded that a certified pull i c accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion ( other than a qualification regarding changes in Generally Accepted Accounting Principles) as to financial statements in which such principes have been properly applied.

"General Partner Documents'' means the Partnership Agreement.

"Gavernmental Authority" means the United States, the State in which the Land is located and any political subdivision, agency, department, commission, board, bureau, authority or instrumentality of either of them, including any local authorities, or any other entity exercising executive, legislative, judicial, regulatory or administrative junctions of gavernment, which has j uri sdi cti on averthe Land orthe construction, equipping and operation of the Project thereon.

"Guarantor" means McCormack Baron Salazar, Inc., a Missouri corporation and MBA Properties, I nc..

"Guarantor Documents'' means the Guaranty and the Environmental Indemnity.

"Hazardous Substances'' has the meaning set forth for that term in the Environmental Indemnity.

"HUD" means the United States Department of Housing and Urban Development.

"I mposi ti on" shal I have the meaning ascribed to that term in the Mortgage.

"lmpravements'' means the 31--unit multifamily rental housing prqject with related site impravements and amenities located on the Land and constructed, equipped and furnished in accordance with the Plans and Specifications.

"Indebtedness'' means all obligations, contingent and ctherwise, that in accordance with Generally Accepted Accounting Principles should be classified upon the Obligor' s balance sheet as Ii abi Ii ti es, orto which reference should be made by footnotes thereto, including in any event and whether or nct so classified: (a) all debt and similar monetary oll igations, whether direct or indirect; (b) all liabilities secured by any deed to secure debt, mortgage, deed of trust, pledge, security interest, Ii en, charge or other encumbrance existing on property OvVned or acquired suqj ect thereto, whether or nct the Ii abi I ity secured thereby shal I have been assumed; ( c) al I Ii abi I iti es under cap tal i zed I eases; and ( cl) al I guaranties, endorsements and other conti ngent oll i gati ons whether di rect or i ndi rect i n respect of i ndebtedness of cthers, i ncl udi ng the obi i gati ons to reimburse the issuer of any letter of credit for amounts drawn on such letter of credit.

"Indirect Costs'' means al I title insurance premi urns, survey charges, engineering fees, architectural fees, real estate taxes, appraisal costs, premi urns for insurance, marketing, advertising and I easing costs, brokerage commissions, I egal fees, accounting fees, cwerhead and administrative

4 4830-5664-084 l.6

costs, and al I other expenses as shewn on the Devel opnent Budget which are expenditures relating to the Project and are not Direct Costs.

"Initial Nctification of Taxability'' means the recei[X 0\/ the Trustee or the Owner of a communication from the Internal Revenue Service or any court of competent jurisdiction to the effect that interest on the Bands is not excluded, or wi 11 nct in the future be excluded, from the gross income of the cwners of the Bands for federal income tax purposes.

"Investor Lirrited Partner" meansRBC Tax Credit Equity, LLC, an Illinois limited liability company, or its affiliate(s), that has been admitted as a limited partner in accordance with the Partnership Agreement, together with its successors and assigns.

"I ssuer Annual Fee" means the annual fee of the Issuer due and payable pursuant to Section 18 of the Regulatory Agreement.

"Issuer Fee" means an issuance fee in an amount equal to 0.25% of the original maxi mum aggregate principal amount of the Bonds ($14,450,000.00) payable on or before the Closing Date pursuantto Section 18 of the Regulatory Agreement.

"Land" means the real property described in Exhibit A attached hereto.

"Li en" means any interest in the Prqj ect or any part thereof or any right therein, including, without limitation, any rents, issues, profits, proceeds and revenues therefrom, securing an obligation cwed to, or a claim 0\/, any Person, whether such interest is based on the common lctN, statute or contract, and including, but nct limited, to the lien and security interest arising from a deed to secure debt, mortgage, deed of trust, encumbrance, pl edge, conditi anal sale or trust receipt or a I ease, consignment or bai I ment for security purposes. The term" Li en" shal I al soi ncl ude any and al I reservations, exceptions, encroachments, easements, rights of way, ccwenants, conditions, restrictions, leases and other title exceptions and encumbrances affecting the Project or any part thereof or any interest therein.

"Loan Fees' means loan fees payable 0\/ the Borrcwertothe Bank in accordance with the B orrcwer' s agreement with the Bank.

"Management Agreement" means the Management Agreement dated as of August 1, 201 7, between the B orrcwer and the Manager, and any substitute agreement relating to the management of the Project.

"Manager" means McCormack Baron Management, Inc., a Missouri corporation, or any successor manager of the Prqject apprcwed 0\/ the Servicer and the Issuer (which appraval of the Issuer shall not be unreasonably withheld and shall be deemed granted if not rejected within 10 days of receipt of written request therefor).

"Managing General Partner" means Tabernacle V, LLC, a California limited liablity company, together with any permitted successors and assigns as managing general partner of the Borrcwer.

5 4830-5664-084 l.6

"Net Operating I nccne' means, for any period, (a) the lesser of (i) actual Prqject Revenues for such period or (ii) Project Revenues as p-ojected in the financial projections attached as Exhi at A to the Partnership Agreement, for such period, adjusted to reflect a 5% vacancy rate less (b) the greater of (i) Operating Expenses for such period or (ii) the allocable portion of Projected Operating Expenses.

"Obligor(s)" means the BorrOvVer, the Co-General Partner, the Managing General Partner and the Guarantor.

"Operating Expenses'' means, for any period, the aggregate amount of expenses incurred by the BorrOvVer in connection with the Project pursuant to arm's-length transactions for ordinary and necessary expenses sufficient to pravi de the arneni ti es and servi ces associated with a multifamily residential facility as fd IOvVs: labor costs; general maintenance; legal and accounting fees relating solely to the operation of the Project (and nct partnership administration, other than audit and other expenses incurred by the BorrOvVer relating solely to the operation of the Project); general and administrative costs of the BorrOvVer directly attributable to the Project (and not partnership administration) and advertising and marketing costs; supplies for the Project; noncap tal repairs and replacements; I easing and brokerage commissions; management fees payable pursuantto the Management Agreement equal to the greater of $78 per unit or current San Francisco Multifamily HUB per unit fee published by HUD; costs of licenses, permits and similar fees relating to p-operty operations; p-emi urns for insurance required pursuant to this Loan Agreement; charges for electricity and other utilities; real estate taxes, water and sevver rents and assessments; deposits made into the Replacement Reserve pursuant to Section 5.22 of this Loan Agreement; payments made into the Tax and Insurance Fund; expenditures funded by disbursements from the Tax and I nsurance Fund; and al I cther expenses incurred in connection with the ordinary course of property operations and maintenance. The foregoing expenses and fees paid to Affiliates of the BorrOvVer, with the Servicer' s consent, shal I be included as Operating Expenses in an amount equal to the actual fees and expenses paid or payable to such A ffi Ii ate, but in no event greater than an amount that customarily would be paid to an unaffi Ii ated third party on an arm's-length basis for such services. Without Ii miti ng the generality of those items which shall be excluded from the definition of Operating Expenses, the follcwing shall be specifically excluded from such calculation: depreciation, amortization and cther noncash items; all partnership administrative expenses (including, without limitation, legal, accounting and cther p-ofessional expenses); prepaid expenses which are not customarily prepaid in the ordinary course of business; any termination or similar fee in connection with financing forthe Prqject; scheduled debt service and scheduled principal payments on Indebtedness related to the Project; penalties, I ate fees and si mi I ar charges arising from or on account of the B orrOvVer' s fai I ure to pay any monetary obi i gati ons; any costs, expenses or fees, including interest, payable by the B orrOvVer on advances made by the Servicer, the Issuer or the Trustee after an Event of Default; and franchise and i ncorne taxes of the B orrOvVer.

"Organizational Documents'' means for any corporation, partnership, trust, limited liability company, limited liability partnership, unincorporated association, business or other legal entity, the documents pursuant to which such entity has been established or organized, as such documents may be amended from time to time in accordance with the terms of this Loan Agreement.

6 4830-5664-084 l.6

"Partnership Agreement" means the Amended and Restated Agreement of Limited Partnership of the BorrOvVer dated as of August 1, 2017, among the Co-General Partner, the Managing General Partner, the Investor Limited Partner, and RBC Tax Credit Manager 11, Inc., a Delaware corporation, as Special Limited Partner, MBS ILP, Inc., a Missouri corporation, the withdrawing limited partner, and AG Phase 4 SLP, LLC, a Delaware limited liability company, the Class A Limited Partner, as the same may~ amended, modified or supplemented from time to ti me, suqj ect to the terms hereof.

"Partnership Documents" means, collectively, the Partnership Agreement and any other documents that govern the formation, organization, management and funding of the B orrOvVer' s partnership.

"Perrranent Period Replacement Reserve Agreement" means that certain Replacement Reserve Agreement, dated as of August 1, 2017 lJy and ~een the BorrOvVer and CCRC.

"Pernitted Encuni:Jrances'' shall have the meaning ascri~d to such term in the Construction Disbursement Agreement.

"Personal Property" means all materials, furnishings, fixtures, furniture, machinery, equipment and items of tangible or intangible personal property nOvV or hereafter OvVned or acquired lJy the B orrOvVer in which the Issuer has ~en or wi 11 ~ granted an interest to secure the obi i gati ons of the B orrOvVer under the Loan Documents.

"Plans and Specifications'' means the pans and specifications for the Project prepared lJy the Architect and more particularly descri ~din the Construction Disbursement Agreement, as the same may ~ amended, modified or suppemented in accordance with the terms hereof and the Construction Disbursement Agreement.

"P rqject Apprcwal s'' means al I appraval s, consents, waivers, orders, agreements, authorization, permits and Ii censes required under applicable Legal Requirements or under the terms of any restriction, cavenant or easement affecting the Project, or otherwise necessary or desirable forthe OvVnership, acquisition, construction, equipp ng, use and operation of the Project and the I mpravements, whether obtained from a G avernmental Authority or any other Person.

"P rqject Costs'' means the sum of al I Direct Costs and Indirect Costs that wi 11 ~ incurred lJy the Borrcwer in connection with the acquisition of the Land and the I mpravements, the construction and equi pp ng of the I mpravements, the marketing and I easing of I easabl e space in the I mpravements, and the operation and carrying of the Project through S tabi Ii zati on.

"P rqjected Operating Expenses'' means $404,670 per annum (increased on an annual basis lJy 3.00'/o ~ginning one year fdlOvVing the Conversion Date), plus actual costs of utilities, insurance and Impositions (pravided that Impositions constituting real property taxes are based on the full assessed value of the Project follcwing completion of construction and equipping of the lmpravements as contempated lJy this Loan Agreement and pravided further that if the actual amount of real property taxes reflects a full or partial abatement or exemption, such abatement or exemp:ion shal I have ~en apprcwed lJy the Servicer).

7 4830-5664-084 l.6

"P rqject Revenues" means, fIT any period, the revenues actually col I ected during such period (a) generated from all tenants and cthers occupying or having a right to occupy or use the Project IT any portion thereof (including revenue from Section 8 vouchers and other operating subsidies), adjusted to reflect rental concessions averthe term of any applicable I ease, and (b) from the use and occupancy of any anneniti es and services of the Project, including vending machine income, net cable TV revenues, laundry service and parking inccrne, but exclusive of (i) capital contri buti ons, ( i i) net proceeds from the sale IT refi nanci ng of the P rqj ect, ( i i i) net proceeds of insurance (cther than proceeds of loss of rent insurance to the extent paid fIT apartment units occupied atthe time of the loss), and net condemnation awards, (iv) security deposits and prepaid rents to the extent nct permitted to be released to the BITrcwer pursuant to the terms of leases, and (v) interest earnings.

"Proposed Budget" means the proposed captal and operating budget for the Prqject, submitted to the Servicer for appraval.

"Related Person" means a" related person" as defined in Section 147(a) of the Code.

"Replacement Reserve" shall have the meaning ascribed to that term in Section 5.22(b) hereof.

"Required Equity Funds'' meanscontri butions 0\/ the I nvestIT Limited Partner to the capital of the Borrcwer, for application to Project Costs in accITdance with the Appraved Budget, to be contributed and so applied in installments at ti mes and in amounts appraved 0\/ the Servicer, in the aggregate amount of Nine Million Five Hundred Five Thousand Dollars ($9,505,CXX)), subject to the terms of the Partnership Agreement.

"Reserved Rights'' means, the rights of the Issuer hereunder pursuant to Sections 2.3(a), 2.3(b), 2.3(c), 2.3(d), 2.3(e), 2.3(f), 2.3(1), 2.3(m), 3.2(c), 3.2(d), 3.2(f), 5.3, 5.6, 5.10, 5.13, 5.14, 5.19, 6.3(a)(ii), 7.4, 7.8, 8.1, 8.12, 8.13, 8.14, and 8.15 hereof, the righttoenforcethe pravisions of Section 5.26 hereof, and the right to demand specific performance under the Regulatory Agreement, which are retained and nct assigned to the Trustee pursuant to the Indenture.

"Retainage" shall have the meaning ascribed to such term in the Construction Disbursement Agreement.

"Secured Property" shal I have the meaning ascribed to such term in the Mortgage.

"Single Purpose Entity'' means an entity that: (a) is formed solely fITthe purpose of cwning and operating a single asset; (b) does nct engage in any business unrelated to such asset; ( c) keeps its cwn books and recITds and its cwn accounts, separate and apart from the books, records and accounts of any other Person; and (cl) holds itself out as being a legal entity, separate and apart from any cther Person.

"Special Linited Partner" means RBC Tax Credit Manager II, Inc., a Delaware corporation, together with its permitted successcrs and assigns.

"Stabi Ii zati on" means that the I mpravements are 9J'/o occup eel 0\/ tenants meeting the requirements of the Loan Documents in each of three consecutive months and the ratio of Net

8 4830-5664-084 l.6

Operating I ncane for each of the prior three months to maxi mum principal and interest payable in a month underthe Loan Documents on the amount of the Bonds Outstanding is at least 1.1 S to 1.0.

"Survey'' means an instrument survey of the Land and the lmprcwements prepared in accordance with the Servicer's survey requirements, such survey to be reasonably satisfactory to the Servicer in form and substance.

"Tax and Insurance Fund" has the meaning ascribed to such term in the Indenture.

"Tax Credits'' means the federal lcw--i ncome housing credits available with respect to the Project.

"Title Insurance Company" means First American Title Insurance Company.

"Title Policy'' means an AL TA standard form title insurance policy issued 0\/ the Title Insurance Company for the benefit of the Trustee and its successors and assigns, as their interests may appear (with such reinsurance or co-insurance as the Servicer may require, any such reinsurance to be with direct access endorsements) insuring the priority of the Mortgage and that the Borrcwer hdds a marketable leasehdd interest in the Land and fee interest in the lmpravements, suqject only to Permitted Encumtrances and such excep:ions as the Servicer may apprave, and containing such endorsements and affirmative insurance as the Servicer in its discretion may require.

Section 1.2. Construction. In this Loan Agreement, unless the context otherwise requires:

(a) Articles and Sections referred to 0\/ number shall mean the corresponding Articles and Sections of thi s Loan Agreement.

(b) The terms "hereO)I," "hereof," "hereto," "herein," "hereunder" and any similar terms refer to this Loan Agreement, and the term" hereafter" shall mean after, and the term "heretofore'' shal I mean before, the date of adoption of this Loan Agreement.

(c) Words of the masculine gender shall mean and include correlative words of the female gender or the neuter, and words importing the singular number shal I mean and include the plural number and vice versa.

(cl) References in this Loan Agreement to particular sections of the Code, the A ct or any ct her I egi sl ati on shal I be deemed to ref er al so to any successor sections thereto or other redesi gnati on for codification purposes.

ARTICLE II

RE PRE SE NTATI ONS AND COVENANTS

Section 2.1. Representations 0\/ the Issuer. The Issuer makes the fdlcwing representations as of the date of the execution and delivery of this Loan Agreement as the basis for the undertakings on its part herein contained:

9 4830-5664-084 l.6

(a) The Issuer is a municipal corpcratim and chartered city and county duly organized and validly existing underthe City Charter and the Cmstitution and the lctvVs of the State of California

(b) The Issuer has rxwer and lawful authority to adopt the Resolution, to execute and deliver the Issuer Documents, to issue the B mds and receive the proceeds of the B mds, to apply or cause to be applied the proceeds of the Bands to make the Loan, to assign the revenues derived and to be derived by the Issuer from the Loan to the Trustee, and to perform and observe the prcwi si ms of the I ssuer Documents and the Bands on its part to be performed and observed.

(c) The Issuer has duly authorized the execution and delivery of the Issuer Documents, the issuance, execution, sale and delivery of the Bonds, and the performance of the obi i gati ons of the I ssuer thereunder.

(cl) To the best knavvledge of the Issuer, there is no I itigation pending or, to the knavvl edge of the I ssuer, threatened, in any court, either state or federal, cal Ii ng into question (i) the creation, organization or existence of the Issuer, (ii) the validity of the Issuer Documents orthe Bonds, (iii) the authority of the Issuer to adopt, make or perform, as the case may be, the Issuer Documents or to issue, execute and deliver the B mds or (iv) the exclusion from gross income of interest on the B mds for purposes of federal income taxation.

( e) A 11 actions on the part of the I ssuer necessary for the executi m and delivery of the Issuer Documents, the issuance, execution, sale and delivery of the Bmds and the performance by the Issuer of its obi igations thereunder have been duly and effectively talken. To the best kncwl edge of the Issuer, no cm sent, authorization or appraval of, or fi Ii ng or regi strati m with, any gavernmental or regulatory body is required on the part of the Issuer for the execution and delivery of the Issuer Documents, the issuance, execution, sale and delivery of the Bands, or the performance by the Issuer of its obi i gati ons under the I ssuer Documents or the B mds, except the aforesaid action on the part of the I ssuer which has been duly and effectively talken.

(f) The Issuer makes no representation or warranty, express or implied, thatthe proceeds of the Bonds will be sufficient to finance the acquisition, constructim and equipp ng of the Project orthatthe Prqjectwi II be adequate or sufficient forthe Borravver' s intended purposes.

(g) The Issuer has used no broker in connection with the execution hereof and the transactions cmtemplated hereby.

Section 2.2. Representatims by the Borravver. The Borravver makes the fdlavving representati ms and warranties, and cavenants and agrees as fd I avvs, as of and from the date of the executim and delivery of this Loan Agreement as the basis for the undertalkings on its part herein contained:

(a) The Borravver is, and at all times will be, a limited partnership in good standing under the laws of the State, has full legal right, rxwer and authority to lease the

10 4830-5664-084 l.6

Land, develop the I mpravements, operate the Project, enter into this Loan Agreement and the Loan Documents and to carry out and consummate all transactions contemplated hereby and by the Loan Documents, and by proper corporate action has duly authorized the execution, delivery and performance of this Loan Agreement and the Loan Documents. The Managing General Partner is, and at all time will be, a limited liablity company, duly organized, validly existing and in good standing under the laws of the State. The officers of the BorrOvVer executing this Loan Agreement and the Loan Documents are duly and properly in office and fully authorized to execute the same. This Loan Agreement and the Loan Documents have been duly authorized, executed and delivered by the BorrOvVer.

(b) The execution and delivery of this Loan Agreement and the Loan Documents, the consummation of the transactions herein and therein contemp ated and the fulfillment of or compliance with the terms and conditions hereof and thereof will not confl ictwith or constitute a vidation or breach of or default (with due notice orthe passage of ti me or bcth) under the Partnership Agreement of the B orrOvVer or, to the best kncwl edge of the BorrOvVer and with respect to the BorrOvVer, any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any mortgage, deed of trust, I oan agreement, I ease, contract or other agreement or instrument to which the BorrOvVer is a party or by which it or its properties are ctherwise suqject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the B orrOvVer, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Loan Agreement or the Loan Documents or the financial condition, assets, properties or operations of the B orrOvVer.

(c) This Loan Agreement and the Loan Documents will constitute the legal, valid and binding agreements of the B orrOvVer enforceable against the B orrOvVer in accordance with their terms, except in each case as enforcement may be limited by bankrup:cy, insolvency or other laws affecting the enforcement of creditors' rights generally, by the app ication of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity and by public policy.

( cl) No consent or appraval of any trustee or holder of any i ndelXedness of the BorrOvVer, and to the best knOvVledge of the BorrOvVer and with respect to the Borrcwer, no consent, permission, authorization, order or license of, or filing or registration with, any gcwernmental authority (except with respect to any state securities or" blue sky" laws) is necessary in connection with the execution and delivery of this Loan Agreement or the Loan Documents, or the consummation of any transaction herein or therein contemp ated, or the ful fi 11 ment of or compliance with the terms and conditions hereof or thereof, except as have been obtained or made and as are in ful I force and effect.

(e) The BorrOvVer is, and will at all times be, a Single Purpose Entity. The address of the B orrOvVer' s chief executive office and principal pl ace of business is A Ii ce Griffith Phase 4, L.P., cjo McCormack Baron Salazar, 720 Olive Street, Suite 2500, St. Louis, Missouri 63101, Attention: Hillary Zimmerman. The organizational identification

11 4830-5664-084 l.6

num~r for the B orrcwer is 201627200005. The federal empl ayer i denti fi cation num~r for the B orravver is 37-1838225.

(f) On the Closing Date, the Borravverwill hold a leasehold interest in the Land and fee interest in the current and to-be-built lmpravements, in each case suqject only to the Permitted Encumbrances. The B orravver possesses, and wi 11 at al I ti mes possess, al I franchises, patents, copyrights, trademarks, trade names, Ii censes and permits, and rights in respect of the foregdng, adequate for the conduct of its business substantially as navv conducted or as it is intended to~ conducted with respect to the Project, without any knavvn confl i ct with any rights of cther parti es.

(g) The B orravver is nct subject to any charter, partnership or other I egal restriction or any judgment, decree, order, rule or regulation that has or is expected in the future to have a materially adverse effect on the business assets or financial condition of the B orravver. The B orravver is not, and wi 11 not ~. a party to any contract or agreement that has or is expected, in the judgment of the B orrcwer' s general partners, to have any ITTl.teri ally adverse effect on the business or financial condition of the B orravver.

(h) The Borravver is not, and will not at any time ~. in vidation of any pravi si on of its Organi zati anal Documents or any agreement or instrument to which it ITTl.Y ~ suqject or by which it or any of its properties ITTl.Y ~ bound or any decree, order, judgment, statute, Ii cense, rule or regulation, in any of the foregd ng cases in a manner that could result in the imposition of substantial penalties or adversely affect the financial condition, properties or business of the B orravver.

(i) The Borravver and each Obligor (i) have ITTl.de or filed, andwil I malke or file in a timely fashion, al I federal and state income and al I cther tax returns, reports and declarations required by any jurisdiction to which they are subject, (ii) have paid, and will pay ~fore delinquency, al I taxes and other gavernmental assessments and charges shavvn or determined to~ due on such returns, reports and declarations, exce[X those ~ing contested in good faith and by appropriate proceedings, (iii) if a partnership, limited liability partnership or Ii mited liability company, have, and wil I maintain, partnership tax classification underthe Code, and (iv) have set aside, andwil I at all ti mes set aside, on their books prcwisions reasonably adequate for the payment of all taxes for periods subsequent to the period to which such returns, reports or declarations appy. There are no unpaid taxes in any ITTl.teri al amount claimed to ~ due by the taxing authority of any j uri sdi cti on, and the partners, officers, me~rs or trustees of the B orravver knavv of no basis for any such claim. The B orravver has fi I ed, and wi 11 continue to fi I e, al I of such tax returns, reports and declarations either (x) separately from any Affiliate or (y) if part of a consdidated fi Ii ng, as a separate mem~r of any such consd i dated group.

U) The Prqject is located wholly within the City and County of San Francisco, California and within the j uri sdi cti on of the Issuer.

(k) There is no Event of Default on the part of the Borravver or, to the ~st of Borravver's knavvledge, any Obligor under this Loan Agreement or any other Loan Document, any General Partner Document, any Guarantor Document or any

12 4830-5664-084 l.6

Organi zati anal Document, and no event has occurred and is continuing which after ncti ce or passage of time or both would give rise to a default under any thereof. The Borrcwer has received no nctices of and has no kncwledge of any violations of any Legal Requirements or Prqject App-aval s.

(I) The certifications, representations, warranties, statements, information and descriptions contained in the Loan Documents and in the B orrcwer' s Tax Certificate, as of the date of the first authentication and delivery of the Bands, are and wi 11 be true, correct and complete, do not and wi 11 not contain any untrue statement or misleading statement of a material fact, and do not and wi 11 nct omi tto state a material fact required to be stated therein or necessary to malke the certifications, rep-esentati ons, warranties, statements, information and descriptions contained therein, in light of the circumstances under which they were made, not mi sl eadi ng. The estimates and the assumptions contained in the Loan Documents and in the Borrcwer' s Tax Certificate, as of the date of the first authentication and delivery of the Bonds, are reasonable and based on the best information availal:le to the B orrcwer. Each of the certifications, rep-esentati ons, warranties, statements, information and descriptions contained in the Borrcwer's Tax Certificate is hereby incorporated into this Loan Agreement by reference, as if fully set forth herein.

(m) The Borrcwer has furnished to the Issuer, in the Tax Certificate, all information necessary for the Issuer to file an I RS Form 0038 with respect to the Bonds, and al I of such information, is and wi 11 be on the date of fi Ii ng, true, complete and correct.

(n) The Borrcwer is nct contemplating either the filing of a petition by it, by the Managing General Partner, or by the Co-General Partner under any state or federal bankrup:cy or insolvency lctvV or the liquidation of all or a major portion of its p-operty, and the B orrcwer has no kncwl edge of any Person contemp ati ng the fi Ii ng of any such petition against it or any Obligor.

(o) The Borrcwer is nct an "employee benefit pan," as defined in Section 3(3) of E RISA, subject to Title I of ERISA, and none of the assets of the Borrcwer constitutes or will constitute "pan assets'' of one or more such pans within the meaning of 29 C.F.R. Section 2510.3-101.

(p) No part of the p-oceeds of the Loan will be used for the purpose of purchasing or acquiring any "margin stock" within the meaning of Regulation U of the Board of G cwernors of the Federal Reserve System or for any other purpose that would be inconsistent with such R egul ati on U or any other R egul ati on of such Board of G avernors or for any purpose p-ohibited by Legal Requirements or any Loan Document.

(q) The Borrcwer is nct (i) an "investment company" or a company "control I ed" by an "investment company," within the meaning of the I nvestment Company Act of 1940, as amended; (ii) a "holding company" or a "subsidiary company" of a "holding company" or an "affiliate'' of either a "holding company" or a "subsidiary company" within the meaning of the Public Utility Hdding Company Act of 1935, as amended; or (iii) subject to any other federal or state law or regulation which purports to restri ct or regul ate its abi I i ty to borrcw money.

13 4830-5664-084 l.6

(r) The BorrOvVer has nct entered into the Loan or any Loan Document with the actual intent to hinder, delay or defraud any creditor, and the BorrOvVer has received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the transactions contemplated by the Loan Documents, the fair salable value of the B orrOvVer' s assets exceeds and wi 11, immediately fol I OvVi ng the execution and delivery of the Loan Documents, exceed the Borrcwer's tctal liabilities, including subordinated, unliquidated, disputed or contingent liabilities. The fair salable value of the BorrOvVer's assets is and will, immediately follOvVing the execution and delivery of the Loan Documents, be greater than the BorrOvVer's probable liabilities, including the rmximum amount of its contingent liabilities or its delXs as such debts become absolute and matured. The B orrOvVer' s assets do nct and, immediately fol I cwi ng the execution and delivery of the Loan Documents, will not, constitute unreasonably small captal to carry out its business as conducted or as proposed to be conducted. The B orrOvVer does nct intend to, and does nct believe it will, incur delXs and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the B orrOvVer).

(s) No written information, exhibt or report furnished to the Issuer by the BorrOvVer in connection with the negotiation of this Loan Agreement or the Loan Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the Ii ght of the circumstances under which they were made, not mi sl eadi ng.

(t) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other Gavernmental Authority, pending or, to the knOvVI edge of the B orrcwer, threatened, against or affecting the B orrOvVer or the assets, properties or operations of the B orrcwer which, if determined adversely to the Borrower or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by, or the validity of, this Loan Agreement or the Loan Documents, or upon the financial condition, assets, properties or operations of the B orrOvVer, and the B orrOvVer is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of ti me or bcth could constitute a default) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other gavernmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Loan Agreement or the Loan Documents or the financial condition, assets, properties or operations of the BorrOvVer. All tax returns (federal, state and local) required to be filed by or on behalf of the BorrOvVer have been filed, and al I taxes shOvVn thereon to be due, including interest and penalties, exce[X such, if any, as are being actively contested by the B orrOvVer in good faith, have been paid or adequate reserves have been made for the payment thereof which reserves, if any, are reflected in the audited financial statements described therein. The B orrOvVer enjoys the peaceful and undisturbed possession of al I of the premises upon which it is operating its facilities.

(u) All utility services necessary and sufficient for the construction, equipping and operation of the Prqject shall be, upon Completion of the Project, and thereafter will

14 4830-5664-084 l.6

at al I ti mes be, avai I aJj e through dedicated p.,1bl i c rights of way or through perpetual private easements with respect to the B orrcwer' s interest in which the Mortgage creates a valid and enforceable first priority mortgage lien. The Borrcwer has obtained, or promptly will obtain, all utility installations and connections required forthe operation and servicing of the Project for its intended p.,1rposes.

(v) The rights of way for al I roads necessary forthe full utilization of the Prqject for its intended purposes as required by applicable gcwernment authorities have either been acquired by the appropriate Gcwernmental Authority or have been dedicated to public use and accepted by such Gavernmental Authority. Al I such roads shal I have been completed, and the right to use all such roads, or suitable substitute rights of way appraved by the initial Servicer, shal I be maintained at al I times for the Project. All curb cuts and driveways shewn on the Plans and Specifications are existing or have been fully appraved by the appropriate G avernmental Authority and, after the completion thereof, shal I be mai ntai ned at al I ti mes fort he Project.

(w) The acquisition, construction, equipping, use and occupancy of the Prqject will at times comply with all Legal Requirements. The Borrcwerwill give all nctices to, and take all other actions with respect to, such Gavernmental Authorities as may be required under app i cable Legal Requirements to construct and equip the I mpravements and to use, occupy and operate the Project.

(x) Except as set forth on Exhibit C hereto, the B orrcwer has obtained al I Project Appraval s required forthe acquisition, construction and equipp ng of the Project in accordance with the Plans and Specifications. All Prqject Apprcwals olXained by the Borrcwer have been validly issued and are in full force and effect. The Borrcwer has no reason to believe that any of the Project Appravals required for acquisition, construction and equippng of the Prqject in accordance with the Plans and Specifications and not heretofore obtai ned by the B orrcwer wi 11 nct be olXai ned by the B orrcwer i n the ordi nary course in order to permit completion of construction and equipping of the Project in accordance with the Plans and Specifications on or before the Competion Date. The Borrcwerwi II timely olXain all PrqjectAppravals not heretofore olXained by the Borrcwer (including those listed and described on ExhibtC hereto, those required for use and occupancy of the Project for its intended purpose upon Competion and any other Prqject A ppraval s which may hereafter become required, necessary or desi raij e) and wi 11 furnish the Servi cer with evidence that the B orrcwer has obtai ned such P rqj ect A ppr av al s promptly upon their recei[X. The Borrcwerwill duly perform and campy with all of the terms and conditions of all Project Appravals obtained at any time. No Project Appravals will terminate, or become void or voidaije or terminable, upon any sale, transfer or other disposition of the Project, including any transfer pursuant to foreclosure, deed in lieu of foreclosure or exercise of pavver of sale under the Mortgage.

(y) The Borrcwer has furnished the Bank with true and complete sets of the Pl ans and S peci fi cations as appraved to date. The Pl ans and S peci fi cations so furnished to the initial Servicer campy with all Legal Requirements, all Project Appravals, and all restrictions, cavenants and easements affecting the Project and have been appraved by such

15 4830-5664-084 l.6

Gcwemmental Authority as is required for construction and equipping of the I mpravements.

(2;) The Development Budget accurately reflects all Project Costs.

(aa) The Survey delivered to the Bank does not fail to reflect any material matter of survey affecting the Project or the title thereto.

(l:b) As shavvn on the Survey, no part of the Landis located in an area identified 0\/ the Federal Emergency Management Agency as an area having special flood hazard or, to the extent any part of the Land is an area identified as an area having special flood hazard, adequate flood insurance has been obtained 0\/ the Borrcwer.

(cc) The Borravver is not in default or violation of any order, writ, injunction, decree or demand of any Gcwemmental Authority, the violation of which might materially adversely affect the condition (financial or ctherwise) or business of the Borrcwer. There has not been and shall never be committed 0\/ the Borravver any act or omission affording any Gavemmental Authority the right of forfeiture as against the Project or any part thereof any moneys paid in perf orrnance of the B orravver' s obi i gati ons under any Loan Document.

(dd) The Construction Contract and the Architect's Contract are each in full force and effect and each of the parties thereto is in full compiance with its respective obligations thereunder. The work to be performed 0\/ the Contractor under the Construction Contract is the work cal I ed for 0\/ the Pl ans and S peci fi cations, and al I work required to compete the I mpravements in accordance with the Plans and Specifications is pravided for underthe Construction Contract.

(ee) Each Requisition submitted 0\/ the Borravver shall contain an affirmation that the foregoing representations and warranties rernai n true and correct as of the date hereof.

(ff) The Related Persons are nct and, to the B orravver' s knavvledge, no other Person hd ding any I egal or beneficial interest whatsoever in the Related Persons, directly or indirectly, is, included in, avvned 0\/, Controlled 0\/, acting for or on behalf of, praviding assistance, support, sponsorship or services of any kind to or otherwise associated with any of the Persons referred to or described in any Ii st of persons, entities and gavemments issued 0\/ the Office of Foreign Assets Contrd of the United States Department of the Treasury ("OFAC") pursuant to Executive Order 13224 - Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, as amended(" Executive Order 13224''), or any similar I ist issued 0\/ OFAC or any cther department or agency of the United States of America (collectively, the "OFAC Lists'').

Section 2.3. Cavenants 0\/ the Borravver. The Borravver hereO)I ccwenants and agrees that, on and after the CI osi ng Date, it wi 11:

16 4830-5664-084 l.6

(a) Give written notice p-omptly, and in any event at least 30days priortothe closing thereof, of any intended refinancing of the Project to the Issuer, the Trustee and the Servicer;

(b) Comply with all Legal Requirements and promp:ly furnish the Issuer, the Trustee and the Servicer with reports of any official investigations made by any G cwernmental Authority and any claims of violations thereof;

(c) Upon reasonable notice and at reasonable times, permit the Servicer, the Majority Owner, the Issuer and the Trustee (orthei r rep-esentatives) to enter upon the Land and inspect the Project;

( cl) Indemnify the I ssuer, the Trustee, the Owners and the Servicer against claims of brokers arising by reason of the execution hereof or the consummation of the transactions contemplated hereby;

(e) Deliverto the Servicer and the Issuer copies of al I leases (otherthan leases to residential tenants or office space tenants in the ordinary course of business in the form set forth in Exhibit D hereto) with respect to the Project or any portion thereof, whether executed before or afterthe date of this Loan Agreement;

( f) N ct enter i nto, cancel or annend i n any material respect any agreement for the furnishing of management or similar services to the Project, without the p-ior written consent of the Servicer and the Issuer, such consent not to be unreasonably withheld or delayed;

(g) Comply with all restrictions, cavenants and easements affecting the Land or the Project;

(h) Take, or require to be taken, such acts as may be required under applicable I aw or regulation in order that the interest on the Bands continues to be excl udabl e from gross i nconne for purposes of federal income taxation and refrain from taking any action which would adversely affect the exclusion from gross income of interest on the Bonds from federal income taxation;

(i) Perform and satisfy al I the duties and obligations of the BorrOvVer set forth and specified in the Indenture as duties and obi i gati ons of the B orrOvVer, including those duties and obligations which the Indenture requires this Loan Agreement or the other Loan Documents to impose upon the B orrcwer;

U) Confirm and assure that the Project, equipment, buildings, plans, offices, apparatus, devices, books, contracts, records, documents and cther papers relating thereto shal I at al I ti mes be mai ntai ned i n reasonabl e con di ti on for p-oper audit and shal I be subject to examination and inspection at reasonable ti mes and upon reasonable notice by the I ssuer, the Trustee or the Servi cer or the duly authorized agent of any of them and shal I keep copies of all written contracts or other instruments which affect the Project, all or any of which shall be subject to inspection and examination by the Issuer, the Trustee, the Servicer or the duly authorized agent of any of them;

17 4830-5664-084 l.6

(k) [Reserved];

(I) Promp:ly nctify the Issuer, the Trustee and the Servicer in writing of any (i) default by the Borrcwer in the performance or observance of any cavenant, agreement, representation, warranty or obi i gati on of the B orrcwer set forth in this Loan Agreement or any other Loan Documents or (ii) any event or condition which with the lapse of time or the giving of nctice, or bcth, would constitute an Event of Default under this Loan Agreement or any other Loan Documents, and commence, pursue and complete construction and equipping of the I mprcwements as pravi ded herein and in the Construction Disbursement Agreement;

(m) Pay al I third-party fees of the financing, including, but nct Ii mited to, the fdlcwing:

4830-5664-084 l.6

(i) Al I taxes and assessments of any type or character charged to the Issuer or to the Trustee affecting the amount avai I able to the Issuer or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or gavernmental authority of whatsoever character having pavver to levy taxes or assessments) but excluding franchise taxes based upon the capital and pr income of the Trustee and taxes based upon or measured by the net income of the Trustee, pravi ded that the B orrcwer shal I have the right to protest any such taxes or assessments and to require the I ssuer or the Trustee, at the B orrcwer' s expense, to protest and contest any such taxes or assessments I evi ed upon them and that the B orrcwer shal I have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withhdding, protest or contest would adversely affect the rights or interests of the Issuer or the Trustee;

(ii) All reasonable fees, charges and expenses of the Trustee and the Servicer for services rendered under the Indenture andpr the Loan Agreement, including, but nct limited to, the Trustee Expenses, as and when the same become due and payable;

(iii) The Issuer Fee and the Issuer Annual Fee, payable to the City as set forth in Section 18 of the Regulatory Agreement, and the reasonable fees and expenses of the Issuer or any agents, attorneys, accountants or consultants selected by the Issuer to act on its behalf in connection with this Loan Agreement, the Regulatory Agreement, the Bands or the I ndenture, including, without Ii mi tati on, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of the Bonds or in connection with any litigation which rray at any time be instituted involving this Loan Agreement, the Regulatory Agreement, other I ssuer Documents, the Bands or the Indenture or any of the other documents contemp ated thereby or in connection with the reasonable supervision or inspection of the Borrcwer, its properties, assets or operations or otherwise in connection with the admi ni strati on of the foregoing; and

18

(iv) These obligatims and those in Sectim 5.19 shall remain valid and in effect notwithstanding repayment of the Loan hereunder or termination of this Loan Agreement.

The B orrcwer ackncwl edges that, to the extent that regulations of the Comptrol I er of the Currency or any cther applicable regulatory agency require granting the Borrcwer the right to receive brokerage confi rmati ms of securities transactions as they occur, the B orrcwer specifically waives the rightto receive such cmfirmations.

ARTICLE Ill

LOAN AND PROVISIONS FOR REPAYMENT

Section 3.1. Issuance of Bmds and Delivery of Note and Other Loan Documents.

(a) In order to finance a portion of the costs of the acquisitim, construction and equi pp ng of the Project, the Issuer has, consistent with its duties and purpose under the Act, issued and caused the Trustee to authenticate and deliver the Bmds pursuant to the Indenture to the initial Owner. The Bonds bear interest and are payable as prcwidedtherein and in the I ndenture. The B mds shal I mature and al I Outstanding principal of and interest and Additional Interest (if any) on the Bmds shall be due and payalle in full on the Maturity Date, all as pravided more fully in the Bonds and the Indenture.

(b) The Issuer agrees to lend the proceeds received from the sale of the Bmds to the Borrcwer by causing such announts to be deposited directly into the Project Fund, subject to the terms and conditions of the Indenture and this Loan Agreement, including the terms and conditi ms thereof and hereof gaverni ng the disbursement of proceeds of the Loan.

( c) Pursuant to the Indenture, the Trustee shal I malke disbursements from the Project Fund created pursuant to the Indenture to pay or to reimburse the Borrcwer for costs of the acqui si ti on, cmstructi on and equipping of the Prqj ect, subject to the conditions of the Indenture and this Loan Agreement. Upm receipt of a properly signed Requisitim appraved by the Servicer (which appraval of the Servicer is expressly suqject to the satisfaction of the conditions precedent set forth in the Construction Disbursement Agreement), the Trustee is authorized to act upm such Requisition without further inquiry, and except for negligence after notice of facts to the contrary or wi 11 ful misconduct of the Trustee, the B orrcwer shal I hold the Trustee harmless against any and al I I asses, claims or I iabi I ities incurred in connecti m with the Trustee's malki ng disbursements from the Project Fund in accordance with such Requisitim. Neither the Trustee nor the Issuer shall be respmsible for the applicatim by the Borrcwer of mmeys properly disbursed from the Project Fund.

(cl) Cmcurrently with the sale and delivery of the Bmds, and to evidence further the obligation to repay the Loan in accordance with the pravisims of this Loan Agreement, the Borrcwer has executed and delivered the Note and the other Loan

19 4830-5664-084 l.6

Documents. The Note shal I ~ in the original aggregate p-i nci pal amount of, and shal I ~ar interest at the same rate per annum as, the Bands.

Section 3.2. Loan Repayments and Other Amounts.

(a) The BorrOvVer shall pay to the Trustee, for deposit into the Revenue Fund, on the first day of each month commencing Septem~r 1, 2017 and continuing unti I the Conversion Date, an amount equal to the sum of (i) the interest due on the Bands on said date (aftertaking into account funds available for such purpose, if any, in the Capitalized Interest Account of the Project Fund), plus (ii) amounts required to~ deposited into the Tax and Insurance Fund pursuant to Section 5.22(a) of this Loan Agreement) as of such date. On and after the Conversion Date, the B orrcwer shall pay to the Trustee, for deposit into the Revenue Fund, principal, interest and other amounts due and payable pursuant to the terms of the Note, as modified lJy the permanent period Note Addendum, atthe times required therel:Jy, and shall pay to the Trustee, for delivery lJy the Trustee to CCRC, any amount then required to ~ deposited into the Replacement Reserve pursuant to Section 5.22(b) and the Permanent Period Replacement Reserve Agreement and any amount then required to ~ deposited into the Operating Reserve pursuant to Section 5.22(c) and the Construction Disbursement Agreement. Amounts so paid to the Trustee lJy the BorrOvVer shall ~ in immediately availal:le funds or shall ~ such that on the Bond Payment Date they are available funds.

(b) The BorrOvVer understands that the interest rates applical:le under the Note and with respect to the Bands are based upon the assumption that interest income paid on the Bonds will ~ excludable from the gross income of the Owners under Section 103 of the Code (except to the extent that an Owner is a" substantial user" of the Project within the meaning of Section 147(a) of the Code or a Related Person to such substantial user) and applical:le state lctvV. In the eventthat an Initial Notification of Taxability shal I occur, then the interest rates on the N cte and the Bands, and on al I obi i gati ons under this Loan Agreement (cther than those to which the Alternative Rate applies) shall, effective on the date of such Initial Notification of Taxability, ~ increased to a rate equal to the Taxable Rate. The BorrOvVer shall, in addition, pay to the Trustee, for deposit into the Revenue Fund, p-omptly upon demand from the Trustee or the Servicer, an amount equal to the Additional Interest payable on the Bonds. The BorrOvVer shall also indemnify, defend and hold the Owners harmless from any penalties, interest expense or other costs, including reasonable attorneys' fees (including al I reasonably al I ocated ti me and charges of Owners' and Trustee's "outside" counsel) and accountants' costs, resulting from any dispute with the Internal Revenue Service concerning the p-oper tax treatment of the Bonds and any interest payable to any Owner with respect to the Bonds. The obi igations of the BorrOvVer under this Section 3.2(b) shall survive termination of this Loan Agreement and the Note and repayment of the Loan. If, fd I OvVi ng any increase in interest rates pursuant to this Section 3.2(b), a final determination is made, to the satisfaction of the Owners, that interest paid on the Bands is excl udal:l e from the Owners' gross income under Section 103 of the Code except to the extentthat an Owner is a" substantial user" of the Prqj ect or a" related person" within the meaning of Section 147(a) of the Code) and applicable state law, the Owners shall promptly refund to the Borrcwer any Additional Interest and other additional amounts paid lJy the BorrOvVer pursuant to this Section 3.2(b).

20 4830-5664-084 l.6

(c) The BorrOvVer agrees to pay the Trustee Fee and Trustee Expenses to the Trustee and agrees to pay the Issuer Fee and the Issuer Annual Fee to the Issuer. The B orrOvVer al so agrees to pay al I fees, charges and expenses of the Trustee and the Issuer, respectively (including, without limitation, the reasonable, actually incurred fees and expenses of counsel to the Issuer, Bond Counsel and counsel to the Trustee), as and when the same become due. The B orrOvVer al so agrees to pay the printing and engraving costs of the Bonds, including any certificates required to be prepared for use in connection with any exchanges of Bands for the cost of which Owners are not Ii able. The B orrOvVer al so agrees to pay the Loan Fees to the Bank on or before the Closing Date, to pay the fees of the Majority Owner and the Servicer, and to pay al I reasonable costs and expenses incurred by the Majority Owner and the Servicer in connection with the admi ni strati on of the Bands, the Loan or the collateral therefor, and any amendments, modifications or "workouts" thereof, including, without limitation, reasonable attorneys' fees and costs (including al I ocated costs of i n--house attorneys), fees and costs of engineers, accountants, appraisers and other consultants, title insurance premi urns and recording costs upon recei rx of written demand therefor.

(cl) The BorrOvVer agrees to pay all Costs of Issuance (in addition to those Costs of Issuance ctherwi se required to be paid by this Section 3.2).

(e) The BorrOvVer agrees to pay any Prepayment Equalization Payments at the ti mes and in the amounts the same become payable pursuant to the Indenture or the Note.

(f) The BorrOvVer agrees to pay, as and when the same become due, to the Issuer, the Servicer or the Trustee any extraordinary expenses, including, without limitation, any costs of litigation, which may be incurred by the Issuer, the Servicer or the Trustee in connection with this Loan Agreement, the Bonds or the Indenture, including the reasonable, actually incurred costs and fees of any attorneys or other experts retained by the Issuer, the Servicer orthe Trustee in connection therewith.

(g) The BorrOvVer agrees to repay the Loan at the times and in the amounts necessary to enable the Trustee, on behalf of the Issuer, to pay al I amounts payable with respect to the Bonds, when due, whether at maturity or upon redemption, acceleration, tender, purchase or otherwise.

(h) If the Issuer has not received the full amount of any payment scheduled to be made under this Loan Agreement, other than the final principal payment, by the end of 10 calendar days after the date it is due, the BorrOvVer shall pay a late charge to the Issuer in the amount of 5% of the cwerdue payment; prcwi ded, hOvVever, in no event shal I any I ate charge be payable hereunder without the Issuer first having prcwided the BorrOvVer with any nctice required by appicable law. The BorrOvVer shall pay this late charge only once on any I ate payment. This I ate charge shal I nct be construed as in any way extending the due date of any payment and is in addition to (and nct in lieu of) any other remedy the Issuer may have.

Section 3.3. Payments Pledged and Assigned. It is understood and agreed thatthe Loan Documents and certain other documents and property and al I payments required to be made by the

21 4830-5664-084 l.6

Bcncwer pursuant hereto (except payments to be made to the Issuer in respect of its Reserved Rights and payments to be made to the Servicer and the Trustee pursuantto Section 3.2(b) hereof) have been assigned to the Trustee simultaneously herewith pursuant to the Indenture as and for security for the Bonds. The Borrcwer hereby consents to such assignment and recognizes the Trustee as the assignee of the I ssuer, to the extent of the assignment, for purposes of said documents and property.

Section 3.4. Obligations of Borrcwer Hereunder Unconditional. The obligations of the B orrcwer to make any payments required by the terms of this Loan Agreement and the cther Loan Documents, including, without limitation, the payments required in Section 3.2 hereof, and to perform and observe the other agreements on its part contained herein and in the other Loan Documents, shal I be absolute and unconditional and shall not be subject to any defense (other than payment) or any right of setoff, counterclaim, abatement or otherwise and, unti I such ti me as the principal of and interest on the Bands shal I have been fully paid or pravi si on for the payment thereof shal I have been made in accordance with the Indenture. The B orrcwer (a) wi 11 not suspend or discontinue, or permit the suspension or discontinuance of, any payments pravi ded for herein or in the cther Loan Documents, (b) will perform and observe all of its cther agreements contained herein and the other Loan Documents and ( c) wi 11 nct suspend the performance of its obi i gati ons hereunder and under the other Loan Documents for any cause, including, without limiting the generality of the foregoing, failure to complete construction and equipping of the Project, any acts or circumstances that may constitute fai I ure of consideration, fai I ure of or a defect of title to the Project or any part thereof, eviction or constructive eviction, destruction of or damage to the Project, commercial frustration of purpose, any change in the tax or cther laws or administrative rulings of or administrative actions by the United States of America or the State or any political subdivision of either, or any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Loan Agreement orthe cther Loan Documents. The Borrcwer may, at its cwn cost and expense and in its cwn name or in the name of the Issuer (if the Issuer is a necessary party and consents thereto), prosecute or defend any action or proceeding or take any other action involving third persons which the B orrcwer deems reasonably necessary in orderto secure or protect its rights hereunder, and in such event the Issuer, subject to the pravi si ons of the Indenture, hereby agrees to cooperate fully with the Borrcwer and to take all action (at the Borrcwer's cost and expense) necessary to effect the substitution of the Borrcwer for the Issuer in any such action or proceeding if the B orrcwer shal I so request.

ARTICLE IV

ADVANCES

Section 4.1. Requisition. At such time as the Borrcwer shall desire to ol::tai nan advance from the Loan Account, the Insurance and Condemnation Proceeds Account, or the Equity Account of the Project Fund, the Borrcwer shall complete, execute and deliver a Requisition to the Servicer. Each R equi si ti on shal I be signed on behalf of the B orrcwer and shal I be in the form attached as Exhibit D to the Indenture. The Trustee may rely conclusively on the statements and certifications contained in any Requisition. The Borrcwer shall not submit any Requisition directly to the Trustee. Each advance from the Loan Account, the Insurance and Condemnation Proceeds Account, or the Equity Account of the Project Fund by the Trustee shall be subject to

22 4830-5664-084 l.6

p-ior app-aval of the Requisition 0\/ the Servicer. Upon apprCNal, the Servicer shall forward each R equi si ti on to the Trustee for payment.

ARTICLE V

SPECIAL COVENANTS OF THE BORROWER

Section 5.1. Commencement and Completion of Prqject. The Borrcwerwill commence construction and equipping of the lmp-avements within 90days after the Closing Date, will di Ii gently pursue construction and equipping of the I mpravements, wi 11 attain Comp eti on pri orto the Completion Date, and will pay all sums and perform all such acts as may be necessary or appropriate to complete such construction and equipping, all as more fully set forth in the Construction Disbursement Agreement.

Section 5.2. Records and Accounts. The Borrcwer will (a) keep true and accurate records and books of account in which full, true and correct entries will be made in accordance with Generally Accep:ed Accounting Pri nci fl es, which records and books wi 11 not be maintained on a consolidated basis with those of any cther Person, including any Affiliate of the Borrcwer and (b) maintain adequate accounts and reserves for all taxes (including inconne taxes), depreciation and annortization of its p-operties, contingencies and other reserves, all of which accounts shall not be commingled with accounts of any other Person, including any Affiliate of the B orrcwer.

Section 5.3. Financial Statements and Information. The Borrcwerwill deliver, or cause to be delivered, to the Issuer, the Trustee (only in the case of the information described in subsection (a) belcw) and the Servicer:

(a) as soon as available, but in any event not laterthan 120 days afterthe end of each fi seal year of the B orrcwer, beginning for the year ended December 31, 2017, the audited balance sheet of the Borrcwer at the end of such year, and the related audited statement of i nconne, statement of retained earnings, changes in capital, and statement of cash flews for such year, and a statement of all contingent I iabi Ii ties of the Borrcwerwhich are not ref I ected i n such fi nanci al statements or ref erred to i n the notes thereto, each setti ng forth in comparative form the figures forthe previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with Generally Accep:ed Accounting Principles, and accompanied 0\/ an auditor's report prepared without qualification 0\/ the Accountant, pravided that no such financial reports shall be required to be delivered until the fi seal year during which an Event of Default occurs under any Loan Document or the Project receives a temporary Certificate of Occupancy, whichever comes first;

(b) as soon as available, but in any event not laterthan 120 days afterthe end of each fi seal year of the Guarantor, beginning for the year ended December 31, 2017, the audited balance sheet of the Guarantor at the end of such year, and the related audited statement of i nconne, statement of retained earnings, changes in capital, and statement of cash fl cws for such year, and a statement of al I contingent Ii abi Ii ti es of the Guarantor which are not ref I ected i n such fi nanci al statements or ref erred to i n the notes thereto, each setti ng forth in comparative form the figures forthe previous fiscal year and all such statements to

23 4830-5664-084 l.6

be in reasmable detail, prepared in acccrdance with Generally Accep:ed Accounting Principles, and accompanied 0\/ an auditcr's report prepared without qualification 0\/ the Accountant;

(c) as soon as available, rut in any event not laterthan 25 days afterthe end of each calendar month after completion of Project construction, copies of the balance sheet of the B crrcwer as at the end of such month, and the related statement of income, statement of retai ned earni ngs, changes i n cap tal , and statement of cash fl cws for the portion of the B crrcwer' s fi seal year then elapsed, al I i n reasonable detai I and prepared i n accordance with Generally Accepted Accounting Principles, together with a certification 0\/ the chief financial officer of the B orrcwer that the information contained in such financial statements fairly presents the financial position of the Brrrcwer on the date thereof (suqject to year-end adjustments), pravi ded that no such financial reports shal I be required to be delivered until the calendar quarter during which an Event of Default occurs under any Loan Document or the Prqject receives a tempcrary Certificate of Occupancy, whichever comes first;

( cl) pri cr to the Conversion Date, as soon as avai I able, but in any event nct I ater than 45 days after the end of each calendar quarter after the competion of Project construction, copies of the balance sheet of the G uarantcr as at the end of such quarter, and the related statement of income, statement of retained earnings, changes in cap tal, and statement of cash fl cws for the portion of the G uarantor' s fi seal year then el apsed, al I i n reasonable detail and prepared in accordance with Generally Accepted Accounting Principles, together with a certification 0\/ the chief financial officer of the Guarantorthat the i nfcrmation contained in such financial statements fairly presents the financial position of such Guarantor on the date thereof (subject to year-end adjustments);

(e) within 15 days afterthe end of each calendar month, commencing with the month in which the construction of the Project is substantially compete and continuing until the month in which Stabilization occurs, (i) a current rent roll and schedule of aging lease receivables as of the end of such month, in form and level of detail reasonably acceptable to the Servicer, detailing, with respect to each Lease, the tenant's name, the Lease date, the premises demised, the term, the rent, the security deposit and any rent paid more than one month in advance, (ii) a I easing report setting forth the B orrcwer' s efforts to market and lease the then uni eased space in the I mprcwements and the results of such efforts, accompanied 0\/ a certificate of the B orrcwer in the form attached hereto as Exhi at F, and (iii) an operating report forthe Project for such month, in form and level of detail reasonably acceptable to the Servicer, together with a certification 0\/ the chief financial officer that the information in al I of the i terns required pursuant to this Section 5.3(e) is true and correct;

(f) quarterly, on the first day of each calendar quarter beginning with the quarter in which the Project achieves Completion and ending in the quarter in which the Project achieves Stabilization, a certificate in the frrm set forth in Exhi at G hereto;

24 4830-5664-084 l.6

(g) within 30 days follavving a request from the Majority Owner, copes of the federal tax returns of the B orravver, the general partner(s) of the B orravver and the Guarantor forthe most recently completed fiscal year of each such entity;

(h) on or ~fore Decem~r 1 of each year, a copy of the Proposed Budget, and on or ~foreJ anuary 30 of each year, a copy of the Appraved Budget; and

( i) from ti me to ti me such ct her fi nanci al data and i nformati on related to the B orravver or the Project ( i ncl udi ng, with out I i rri tati on, operati ng budgets for the Project) as the Issuer, the Trustee orthe Servicer may reasonably request.

Section 5.4. Insurance.

(a) The Borravverwil I olXai n and maintain insurance with respect to the Project and the operations of the B orravver as required from ti me to ti me by the Servicer. The i ni ti al insurance requirements are set forth on Exhibit E hereto. On and after the Conversion Date, the insurance requirements required with respect to the Project and the operations of the B orravver shal I ~ gaverned by the terms of the Construction Disbursement Agreement. All renewal policies, with premiums paid, shall ~ delivered to the Servicer at least 30 days ~fore exp ration of the existing policies. If any such insurance shall exp re or~ canceled, or become void or voidable by reason of the breach of any condition of caverage, or if the Servicer deterrni nes that any caverage is unsatisfactory by reason of the fai I ure or impairment of the capital of any insurance carrier, or if any insurance is unsatisfactory to the Servicer, in its sole judgment, the Borravver shall prom[Xly pl ace new insurance satisfactory to the Servicer.

(b) The Borravver will pravide the Trustee and the Servicer with certificates evidencing such insurance upon the request of the Servicer.

(c) If the Borrcwer fails to pravide, maintain, keep in force or deliver to the Servicer the policies of insurance and certificates required by this Loan Agreement, the Servicer may (but shall have no obligation to) procure such insurance, and the Borravver will pay all premiums thereon promptly on demand by the Servicer, and until such payment is made by the B orrcwer, the amount of al I such premi urns shal I ~ar interest at the Alternative Rate.

Section 5.5. L iensand Other Charges. The Borrcwerwill duly pay and discharge, cause to~ paid and discharged, or pravi de a bond satisfactory to the Servi certo pay or discharge, ~fore the same shal I ~come averdue, al I claims for I abor, materials or supplies that if unpaid might by law ~come a lien or charge upon any of its property.

Section 5.6. Inspection of Project and Books; Appraisals.

(a) The Borravver shall permit the Issuer, the Trustee and the Servicer upon reasonable notice at reasonable ti mes priorto the first occupancy of the Project by tenants and, thereafter, upon written notice of not fewer than 72 hours, at the B orravver' s cost and expense, tovi sit and inspect the Project and all materials to~ used in the construction and equi pp ng thereof and wi 11 cooperate with the I ssuer, the Trustee and the Servicer during

25 4830-5664-084 l.6

such inspections (including making availalle wITking drawings of the Plans and Specifications), pravided that this pravision shall nct be deemed to impose on the Issuer, the Trustee, and the Servicer any obligation to undertake such inspections.

(b) The BITrcwer shall permit the Issuer, the Trustee and the Servicer, upon reasonable ncti ce at reasonable ti mes, at the B orrcwer' s cost and expense, to examine the books of account of the Borrcwer and the Project (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the B orrcwer and the Prqj ect with, and to be advised as to the same by, its officers, partners or trustees, all at such reasonable times and intervals as the Issuer, the Trustee and the Servicer may reasonably request, prcwided that so long as no Event of Default shal I have occurred and no Default shall have occurred and be continuing, the Borrcwer shall only be olligated to pay the expenses associated with one such i nvesti gati on during any 12--month period.

(c) The Issuer, the Trustee and the Servicer shall have the right to obtain from time to time, at the Borrcwer's cost and expense, updated Appraisals of the Prqject, pravided that so long as no Event of Default shall have occurred and be continuing, the B ITrcwer shal I only be obi i gated to pay for one such A pprai sal .

(cl) The costs and expenses incurred by the Issuer, the Trustee and the Servicer in obtaining such Appraisals IT perfITmi ng such inspections shal I be paid by the B orrcwer prom[Xly upon billing or request by the Issuer, the Trustee and the Servicer for reimbursement.

Section 5.7. ComplianceW ith Laws, Contracts, L icensesand Permits. The BITrcwer will compywith (a) all Legal Requirements, (b) the prcwisions of its Organizational Documents, ( c) al I app i cabl e decrees, orders and judgments, and ( cl) al I I i censes and permits requi red by applicable lctNs and regulations fIT the conduct of its business orthe cwnershi p, use or operation of its properties, including all Prqject Appraval s.

Section 5. 8. Use of Proceeds. In accordance with the Development Budget, the B orrcwer will use the proceeds of the Bonds solely for the purpose of paying for Qualified Costs of the Project.

Section 5.9. Borrcwer To Pay Excess Project Costs. The Borrcwerwill pay when due al I costs of acquisition, construction and equipping of the Project in excess of the proceeds of the Bands, regardless of the amount. If, at any ti me, the Servicer shal I in its sole discretion determine thatthe remaining undisbursed portion of the Project Fund, together with the undisbursed balance of Required Equity Funds, and any other sums previously deposited IT to be deposited by the BITrcwer in connection with the Prqject, is orwil I be insufficientto complete the construction and equippng of the lmpravements in accordance with the Plans and Specifications, to operate and carry the Project after Completion until Stabilization, to pay all other Project Costs, to pay all interest accrued IT to accrue on the Bonds from and after the Closing Date or until Stabilization, and to pay al I other sums due or to become due under the Loan Documents ( IT any budget category IT line item), regardless of hew such condition may be caused, the Borrcwerwill, within 30 days after written notice of such determination from the Servicer, deposit with the Trustee such sums of money in cash as the Servicer may require, in an amount sufficient to remedy the condition

26 4830-5664-084 l.6

described in such ncti ce, and sufficient to pay any Ii ens for I alx:Jr and materials al I eged to be due and payable at the time in connection with the I mprcwements, and at the Servicer's direction, no further disbursements from the Prqject Fund shall be made by the Trustee until the pravisions of this Section have been fully complied with. The Servicer may direct the Trustee to enforce the Completion Agreement in accordance with its terms, and upon such direction, the Trustee shall proceed to enforce the Campi eti on Agreement. A 11 such deposited sums shal I constitute addi ti anal security under the Loan Documents and, prior to the occurrence of an Event of Default, shal I be disbursed by the Trustee in the same manner as disbursements under the I ndenture before any further disbursements from the Project Fund shall be made by the Trustee. Notwithstanding the abave, in the event amounts deposited hereunder are actually in excess of the amount necessary to achieve Campi eti on, such excess amounts shal I be returned to the B orrOvVer in accordance with Section 5.03 of the Indenture.

Section 5.10. Laborers, Subcontractors and M aterialmen. The BorrOvVer will furnish to the Issuer, the Trustee or the Servicer, upon reasonable request, and from ti me to time, affidavits Ii sting al I I alx:Jrers, subcontractors, material men, and any other Persons who might or could claim statutory or common-law liens and are furnishing or have furnished labor or material to the Project or any part thereof, together with affidavits, or other evidence satisfactory to the Issuer, the Trustee or the Servicer, shOvVi ng that such parties have been paid al I amounts then due for I alx:Jr and materials furnished to the Project. The Borrcwer will al so furnish to the Issuer, the Trustee and the Servicer, at any ti me and from ti me to ti me upon reasonable request by the I ssuer, the Trustee or the Servicer, I ien waivers bearing a then current date and prepared on a form satisfactory to the Issuer, the Trustee or the Servicer from the Contractor and such subcontractors or material men as the Issuer, the Trustee orthe Servicer may designate.

Section 5.11. Further Assurance of Title. If at any time the Servicer has reason to believe that any disbursement from the Prqject Fund is not secured or will or may not be secured by the Mortgage as a first priority mortgage I ien and security interest on the Secured Property, then the Borrcwer shal I, within 1 O days after written notice from the Servicer, do all things and matters necessary to assure to the satisfaction of the Servicer that any disbursement from the Project Fund previously made hereunder or to be made hereunder is secured or will be secured by the Mortgage as a first priority mortgage I ien and security interest on the Secured Property, and the Servicer, at its option, may decline to apprcwe any further Requisitions until the Servicer has received such assurance. Nothing in this Section shall I imit the right of the Servicer, atthe BorrOvVer' s expense, to order searches of ti tie from ti me to ti me and to require bri ngdcwns or endorsements extending the effective date of the Title Policy in connection with the making of advances as herein set forth.

Section 5.12. Publicity. The BorrOvVer will permit the Servicer to obtain publicity in connection with the acquisition, construction and equippng of the I mprcwernents through press releases and participation in such events as ground breaking and opening ceremonies and pacement of signs on the Land as appraved by Borrcwer.

Section 5.13. Further Assurances.

(a) Regarding Construction. The Borrcwer will furnish or cause to be furnished to the Issuer, the Trustee and the Servicer all instruments, documents, boundary surveys, footing or foundation surveys, certificates, fl ans and specifications, ti tie and other

27 4830-5664-084 l.6

insurance, reports and agreements and each and every other document and instrument required to be f umi shed by the terrns of this Loan Agreement orthe other Loan Documents, al I at the B orrcwer' s expense.

(b) Regarding Preservation of Collateral. The Borrcwer will execute and deliver to the Issuer, the Trustee and the Servicer such further documents, instruments, assignments and cther writings, and will do such cther acts necessary or desirable, to p-eserve and r:;rotect the cd I ateral at any ti me securing or intended to secure the obi i gati ons of the Borrcwer underthe Loan Documents, as the Issuer, the Trustee and the Servicer rnay require.

(c) Regarding This Loan Agreement. The Borrcwer will cooperate with the Issuer, the Trustee and the Servicer, and wi 11 do such further acts and execute such further instruments and documents as the Issuer, the Trustee and the Servicer shall reasonably request to carry out to their satisfaction the transactions contemplated by this Loan Agreement and the other Loan Documents.

(cl) Bank of Account. Priortothe Conversion Date, the Borrcwerwill utilize the Bank as its principal bank of account, including all construction disbursement, operating accounts, and reserve accounts.

Section 5.14. Notices. The Borrcwer wil I prom[Xly notify the Issuer, the Trustee and the Servicer in writing of (a) the occurrence of any Default or Event of Default or event which, with the giving of ncti ce or the passage of ti me, or bcth, would constitute a Def au It or Event of Default; (b) the Borrcwer's receipt of notice frorn any GOJemmental Authority of any allegedvidation of environmental laws or regulations or other Legal Requirements; (c) any labor problems with respect to the B orrcwer or the Prqj ect; ( cl) the occurrence of any other event which would have a material adverse effect on the Project or the business or financial condition of the Borrcwer; or (e) the receipt by the Borrcwer of any nctice of default or notice of termination with respect to any contract or agreement relating to the cwnershi p, construction, equipping, operation or use of the Project.

Section 5.15. Solvency; Adequate Capital. The B orrcwer wi 11:

(a) Rerrain solvent and pay all of its indebtedness frorn its assets as the same become due; and

( b) M ai ntai n adequate capital for the norrnal obi i gati ons reasonably foreseeable for a business of its size and character and in I ight of its contempated business operations.

Section 5.16. Management Agreement.

(a) At all times during the term of this Loan Agreement, the Project shall be managed pursuant to the Management Agreement with the Manager, which contract shal I be terminable with or without cause by the Borrcwer or its successors as cwners of the Project and shall ctherwise be in form and substance satisfactory to the Servicer. The Borrcwer ackncwledges that the Issuer, the Trustee and the Servicer will rely on the Manager's experience in operating p-operties such as the Prqject as a means of rIBi ntai ni ng

28 4830-5664-084 l.6

the value of the collateral. In connection with the appraval of the Manager or any replacement management company:

(i) the Manager or holder of the stock or partnership interest therein shall be a Person whose character, financial strength, stablity and experience is acceptable to the Servicer and who shal I have experience managing properties of a type and si ze reasonably si mi I ar to the P rqj ect; and

(ii) the Manager shall deliver all organizational documentation and cther materials evidencing its experience accep:abl e to the Servicer.

(b) The B orrOvVer shal I, from ti me to ti me, ol::tai n from the Manager such certi fi cares of estoppel with respect to compl i ance by the B orrOvVer with the terms of the Management Agreement as may be requested by the Servicer, the Trustee and the Servicer.

( c) The Project wi 11 be managed by the Manager pursuant to the Management Agreement. The BorrOvVer ackncwledges and agrees that the Trustee, as mortgagee under the Mortgage, is and shal I be a third-party beneficiary of the Management Agreement and any replacement management agreement. Any annendment to the M anagement Agreement or delivery of a replacement management agreement must be apprcwed in writing by the Servicer.

Section 5.17. NegativeCavenantsofthe BorrOvVer. The Borrcwercavenantsandagrees that, so I ong as the Loan i s outstandi ng:

(a) Restrictions on Easements and Cavenants. Excep: for Permitted Encumbrances and matters permitted by Section 5. l 7(d), the BorrOvVer will not create or suffer to be created or to exist any easement, right of way, restriction, cavenant, condition, license or other right in favor of any Person which affects or might affect title to the Project or the use and occupancy of the Project or any part thereof without obtaining the prior written consent of the Servicer, which shall not be unreasonably withheld or delayed so long as the proposed action is necessary for the operation of the Prqject for the purposes contempated hereby and the proposed action does not materially impair the validity or priority of the I i en of the M ortgage.

(b) No Amendments, T ermi nations or Waivers. N eitherthe B orrcwer northe Managing General Partner northe Co-General Partner shall annend, supplement, terminate or otherwise modify or waive any pravision of its Organizational Documents or any documents relating to the contribution of equity by the partners of the B orrOvVer in a manner that would have a material adverse effect on the I ssuer or the Owners without ol::tai ni ng the prior written consent of the Servicer, pravi ded that prior written consent of the Servicer shall not be required for the withdrctvVal of AG Phase 4 SLP, L LC, as a partner underthe Partnership Agreement and the execution of documents required to effectuate such wi thdrctvVal .

(c) Restrictions on Indebtedness. Without attaining the prior written consent of the Servicer, the B orrOvVer wi 11 nct create, incur, assume, guarantee or be or remain I i able, conti ngentl y or otherwi se, with respect to any I ndel::tedness ct her than:

29 4830-5664-084 l.6

(i) Indebtedness arising underthe Loan Documents;

(ii) current I iabl ities of the Borravver relating to the Project, incurred in the ordinary course of business but not incurred through (A) the borravvi ng of money, or (B) the obtaining of credit exce[X for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; and

( i i i) I ndebtedness rel ati ng to the Prqj ect, i n respect of taxes, assessments, gcwemmental charges or I evi es and claims for I abor, rnateri al s and supplies to the extent that payment therefor shal I nct at the ti me be required to be rnade.

(cl) Restrictions on Liens. The Borrcwer shall nct subject the Project, or permit the Prqject to be subjected, to any Lien or encumbrance exce[X as permitted pursuant to Article 6 of the M ortgage.

(e) General Partner Remaval. The rernaval of Borravver's general partner(s) shall be subject to Section 11 of the Regulatory Agreement.

(f) Merger, Consolidation, Conversion and Disposition of Assets.

(i) The B orravver wi 11 not become a party to any merger or consolidation, or agree to or effect any asset acquisition or stock acquisition.

(ii) The B orravver wi 11 not convert into any other type of entity.

(iii) The Borravverwill not seek the dissolution or winding up, in whole or in part, of the B orravver or voluntarily file, or consent to the filing of, a petition for bankruptcy, reorganization, assignment for the benefit of creditors or similar proceedings.

(g) Sale and Leaseback. The Borravver will not enter into any arrangement, directly or indirectly, wherel:Jy the B orrcwer shal I sel I or transfer any property cwned lJy it i n order to then or thereafter I ease such property or I ease cther property that the B orravver intends to use for substantially the same purpose as the property being sold ortransferred.

(h) Preservation of Tax Exemption. The Borravver will not take any action that would adversely affect the exclusion of interest on the Bonds frorn gross income for purposes of federal income taxation, nor omit or fai I to take any action required to rnai ntai n the exclusion of interest on the Bands from gross income for purposes of federal income taxation (in each case, except to the extent that an Owner is a "substantial user" of the Project within the meaning of Section 147(a) of the Code or a Related Person to such substantial user).

Section 5.18. Arbitrage and Tax Matters. The Borrcwer further represents, warrants and cavenants as fol I cws:

30 4830-5664-084 l.6

(a) General. The BorrOvVer shall not take any action or omit to take any action which, if taken or omitted, respectively, would adversely affect the excl udabi I ity of interest on the Bonds from gross income, as defined in Section 61 of the Code, for federal income tax purrxises. Capitalized terms used in this Section 5.18 shall have the respective meanings assigned to them in the Regulatory Agreement or, if not defined therein, in the I ndenture. W i th the i ntent not to I i mi t the general i ty of the foregd ng, the B orrOvVer cavenants and agrees that, prior to the final maturity of the Bonds, unless it has received and filed with the Issuer and the Trustee an op nion of Bond Counsel to the effect that such action or omission would not adversely affect the excludability of interest on the Bonds from gross i ncorne ( other than interest on any Bond for a period during which such Bond is held 0\/ a "substantial user" within the meaning of Section 147(a) of the Code of any facility financed with the proceeds of the Bonds or a Related Person to such substantial user), the BorrOvVer wil I campy with this Section 5.18.

(b) Use of Proceeds. The use of the proceeds of the Bonds at all times will sati sfy the fol I OvVi ng requi rements:

4830-5664-084 l.6

(i) Lirritation on Proceeds. At least 95% of the proceeds of the Bonds actually expended shall be used to pay Qualified Costs of the Prqject that are costs ofa"qualifiedresidential rental prqject" (withinthemeaningofSections 142(a)(7) and 142( cl) of the Code) and property that is "functi anally related and subordinate" thereto(withinthe meaning of Sections l.103--8(a)(3) and l.103--8(b)(4)(iii) of the R egul ati ons) .

(ii) Lirrit on Costs of Issuance. The proceeds of the Bonds will be expended for the purposes set forth in this Loan Agreement and in the I ndenture and no rx:irtion thereof in excess of 2% of the proceeds of the Bonds, within the meaning of Section 147(g) of the Code, will be expended to pay Costs of Issuance of the Bands.

(iii) Prohibited Facilities. The Borrcwer shall nct use or permitthe use of any proceeds of the Bands or any i ncorne from the i nvestmentthereof to pravi de any airpane, skybox, or cther private luxury box, health club facility, any facility primarily used for gambling, or any store the principal business of which is the sale of alcoholic beverages for consum[Xi on off premises.

(iv) Lirritation on Land. Less than 25% of the proceeds of the Bonds actually expended will be used, directly or indirectly, for the acquisition of land or an interest therein. Notwithstanding the immediately preceding sentence, no rx:irtion of the proceeds of the Bonds will be used, directly or indirectly, for the acquisition of land or an interest therein to be used for farming purposes.

(v) Lirritation on Existing Facilities. No portion of the proceeds of the Bonds will be used for the acquisition of any existing property or an interest therein unless (A) the first use of such property is pursuant to such acquisition or (B) the rehabi I i tati on expenditures with respect to any bui I di ng and the equi prnent therefor equal or exceed 15% of the cost of acquiring such building financed with the

31

p-oceeds of the Bands (with respect to structures cther than bui I dings, this clause shal I be applied 0\/ substituting 100'/o for 15%). For purposes of the preceding sentence, the term" rehabilitation expenditures'' shall have the meaning set forth in Section 147(d)(3) of the Code.

(vi) Accuracy of I nforrration. The information furnished 0\/ the BorrOvVer and used 0\/ the Issuer in preparing the certificate pursuanttoSection 148 of the Code and information statement pursuant to Section 149( e) of the Code is accurate and complete as of the date of the issuance of the Bands.

(vii) Linitation of Prqject Expenditures. The acquisition, construction and equipping of the Prqject were not commenced (within the meaning of Section 144(a) of the Code) prior to the sixtieth day preceding N0.tember 1, 2016, being the effective date of the reimbursement resolution adopted with respect to the Project, and no obligation for which reimbursement will be sought from proceeds of the Bonds relating to the acquisition, construction or equipping of the Project was paid or incurred prior to 60 days prior to such date.

(c) Limitation on Maturity. Taking intoaccountthe maturity of the Bonds, the average maturity of the Bands does not exceed 120'/o of the average reasonably expected economic life of the Prqject to be financed 0\/ the Bonds, weighted in proportion to the respective cost of each item comprising the property the cost of which has been or wi 11 be financed, directly or indirectly, with the proceeds of the Bonds. For purposes of the p-ecedi ng sentence, the reasonably expected economic Ii fe of property shal I be determined as of the later of (i) the Closing Date forthe Bonds or (ii) the date on which such p-operty is placed in service (or expected to be paced in service). In addition, land shall not be taken into account in determining the reasonably expected economic life of property.

(cl) No Arbitrage. The BorrOvVer shall nottake any action or omitto take any action with respect to the Gross Proceeds of the Bonds (within the meaning of the Code) or of any amounts expected to be used to pay the p-i nci pal thereof or the interest thereon which, if taken or omitted, respectively, would cause any Bond to be classified as an "arbtrage bond" within the meaning of Section 148 of the Code. Exce[X as pravided in the I ndenture and this Loan Agreement, the B orrOvVer shal I not pl edge or otherwise encumber, or permit the pl edge or encumbrance of, any money, investment, or investment p-operty as security for payment of any amounts due under this Agreement or the Note relating to the Bands, shal I not establish any segregated reserve or si mi I ar fund for such purpose and shall nct prepay any such amounts in advance of the redemption date of an equal principal amount of the Bands, uni ess the B orrOvVer has ol::tai ned in each case an opinion of Bond Counsel, a copy of which shal I be p-avi ded to the I ssuer. The B orrcwer shall not, at any ti me p-ior to the final maturity of the Bonds, direct or permit the Trustee to invest such Gross Proceeds in any investment (orto use such Gross Proceeds to replace money so invested), if, as a result of such investment the yield of all investments acquired with such Gross Proceeds ( or with money replaced thereO)I) on or p-i or to the date of such investment exceeds the yield of the Bands to Maturity Date except as permitted 0\/ Section 148 of the Code and Regulations thereunder or as pr0.tided in the Regulatory Agreement. The BorrOvVer further cavenants and agrees that it will comply with and will

32 4830-5664-084 l.6

take all actim reasonably required to insure that the Trustee complies with all applicable requirements of said Secti m 148 and the rules and R egul ati ons thereunder relating to the Bmds and the interest therem, including the employment of a Rebate Analyst for the cal cul ati on of rebatabl e amounts (including any yield reduction payments pursuant to Section 148 of the Code) to the United States Treasury Department (the "Rebate Amount"). The BorrOvVer agrees that it will cause the Rebate Analyst to calculate the Rebatable Amount prior to the Conversion Date, annually not later than 45 days after the anniversary of the Closing Date and subsequent to the Conversion Date, not later than 45 days after the fifth anniversary of the Closing Date and each five years thereafter, and not laterthan 45 days afterthe redemptim of all outstanding Bonds or the Maturity Date ( each referred to herein as a "Computation Date'') and agrees that the B orrOvVer wi 11 pay al I costs associated therewith.

(e) No Federal Guarantee. Except to the extent permitted by Sectim 149(b) of the Code and the Regulatims and rulings thereunder, the B orrOvVer shal I nct take or omit to take any action which would cause the Bmds to be "federally guaranteed' within the meaning of Section 149(b) of the Code and the Regulatims and rulings thereunder.

(f) Representations. The BorrOvVer has supplied or caused to be supplied to Bmd Counsel all documents, instruments and written informatim requested by Bond Counsel, and all such documents, instruments and written information suppied by or on behalf of the Borrcwer at the request of Bond Counsel, which have been reasonably relied upon by Bond Counsel in rendering its opinion with respect to the exclusion from gross income of the interest on the B mds for federal income tax purposes, are true and correct in al I material respects, do not cmtai n any untrue statement of a material fact and do not omit to state any material fact necessary to be stated therei n i n order to make the informatim pravided therein, in light of the circumstances under which such information was pravi ded, not mi sl eadi ng, and the B orrcwer is not aware of any other pertinent informatim which Bmd Counsel has nct requested.

(g) Ccwenant re Program Investments. The BorrOvVer and related parties to the B orrOvVer may not purchase B mds in an amount related to the Loan under the Loan Agreement. The term" related party" means any member of the same cmtrd led group as the Borrcwer. The term "controlled group'' means a group of entities directly or indirectly subject to cmtrd by the same person or persms, including the person that has the control of the ct her enti ti es.

(h) Arbitrage Rebate. The B orrOvVer agrees to take al I steps necessary to compute and pay any rebatable arbitrage in accordance with Section 148(f) of the Code, including:

(i) Delivery of Documents and Mmey on Computation Dates. The B orrOvVer wi 11 del iverto the Trustee, within 55 days after each Computati m Date:

(A) a statement, signed by the Borrcwer, stating the Rebate A mount as of such Computati m Date;

33 4830-5664-084 l.6

4830-5664-084 l.6

(B) (1) if such Computation Date is a Computation Date subsequent to which a Rebate Amount may be cwed, an amount that, together with any amount then held for the credit of the Rebate Fund, is equal to at I east 9CP/o of the Rebate A mount as of such Computation Date, less any" previous rebate payments'' made to the United States (as thatterm is used in Section l.148-3(f)(l) of the Regulations), or (2) if such Computation Date is the Computation Date resulting from the Maturity Date or redemption of all outstanding Bonds, an amount that, together with any amount then held for the credit of the Rebate Fund, is equal to the Rebate Amount as of such Computation Date, less any "previous rebate payments'' made to the United States (as that term is used in Section l.148-3(f)(l) of the Regulations); and

(C) an Internal Revenue Service Form 0038-T properly signed and completed as of such Computation Date.

(ii) Correction of U nderpayrrents. If the B orrcwer shal I di scCNer or be notified asof any date that any payment paid to the United States Treasury pursuant to this Section 5.18 of an amount described in Section 5.1 S(h)(i)(A) or (B) al:x:Ne shall have failed to satisfy any requirement of Section 1.148-3 of the Regulations (whether or nct such fai I ure shal I be due to any default by the B orrcwer, the Issuer or the Trustee), the B orrcwer shal I ( 1) pay to the Trustee ( for deposit to the Rebate Fund) and cause the Trustee to pay to the United States Treasury from the Rebate Fund the underpayment of the Rebate Amount, together with any penalty and/or interest due, as specified in Section l.148-3(h) of the Regulations, within 175 days after any discCNery or notice and (2) deliver to the Trustee an Internal Revenue Service Form 0038-T completed as of such date. If such underpayment of the Rebate Amount, together with any penalty andpr interest due, is not paid to the United States Treasury in the amount and manner and by the ti me specified in the R egul ati ons, the B orrcwer shal I take such steps as are necessary to prevent the Bonds from becoming arbitrage bonds, within the meaning of Section 148 of the Code.

(iii) Records. The B orrcwer shal I retain al I of its accounting records relating to the funds established under the Indenture and all calculations made in preparing the statements described in this Section 5.18 for at least six years after the later of the final maturity of the Bonds orthe date the last Bond is discharged.

(iv) Costs. The B orrcwer agrees to pay al I of the fees and expenses of a nationally recognized Bond Counsel, the Rebate Analyst, a certified public accountant and any other necessary consultant employed by the Borrcwer, the Trustee or the I ssuer in connection with computing the Rebate A mount.

(v) No Diversion of Rebatable Arbtrage. The Borrcwer will not indirectly pay any amount otherwise payable to the federal government pursuantto the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the Gross Proceeds of the

34

Bands which is nct purchased at fair market value or includes terms that the BorrOvVer would not have included if the Bonds were nct subject to Section 148(f) of the Code.

(vi) Modification of Requirements. If, at any time during the term of this Loan Agreement, the Issuer, the Trustee or the BorrOvVer desires to take any action which would ctherwise be prohibted l:Jythe terms of this Section 5.18, such Person shall be permitted to take such action if it shall first obtain and pravide to the other Persons named herein an opinion of Bond Counsel.

(i) Qualified Residential Rental Project. The BorrOvVer herel:Jy cavenants and agrees thatthe Prqjectwill be operated as a "qualified residential rental project" within the meaning of Section 142(d) of the Code, on a continuous basis during the longer of the Qualified Project Period or any period during which any Bond remains outstanding, to the end that the interest on the Bands shal I be excluded from gross income for federal income tax purposes. The B orrOvVer herel:Jy cavenants and agrees, continuously during the Qualified Project Period, to comply with all the pravisions of the Regulatory Agreement.

U) Information Reporting Requirements. The Borrcwerwill comply with the information reporting requirements of Section 149(e)(2) of the Code requiring certain information regarding the Bonds to be filed with the Internal Revenue Service within prescribed ti me Ii mits.

(k) [Reserved].

(I) [Reserved].

(m) Bonds Are Not Hedge Bonds. The BorrOvVercavenantsand agrees that not more than SCP/4 of the proceeds of the Bands wi 11 be invested in Non purpose I nvestments having a substantially guaranteed yield for four years or more within the meaning of Section 149(f)(3)(A)(ii) of the Code, and the BorrOvVer reasonally expects that at least 85% of the spendable proceeds of the Bands wi 11 be used to carry out the gavernmental purposes of the Bonds within the three-year period beginning on the Closing Date.

(n) Termination of Restrictions. Although the parties hereto recognize that, subject to the pravisionsofSection 12]ofthe Regulatory Agreement, the pravisionsofthis Loan Agreement shall terminate in accordance with Section 8.11 of this Loan Agreement, the parties hereto recognize that pursuant to the Regulatory Agreement, the requirements incorporated lJy reference in this Section 5.18 may continue in effect beyond the term hereof.

(o) Public ApprCNal. The BorrOvVer cavenants and agrees that the proceeds of the Bands wi 11 nct be used in a manner that deviates in any substantial degree from the Project described in the written notice of a public hearing regarding the Bonds.

(p) 20/50Test Election. The BorrOvVer and the Issuer herel:Jy elect to appy the requirements of Section 142(d)(l)(A) to the Project. The Borrcwer herel:Jy represents,

35 4830-5664-084 l.6

cavenants and agrees, continuously during the Qualified Project Period, to comply with all the pravisions of the Regulatory Agreement.

(q) Modification of Tax CO.tenants. Subsequent to the issuance of the Bonds and prior to their payment in ful I ( or prOJi si on for the payment thereof having been made in accordance with the pravi si ons of the I ndenture) of the Bands, this Section 5. 18 may not be amended, changed, modified, altered or terminated except as permitted herein and 0\/ the Indenture and with the written consent of the Issuer. Anything contained in this Loan Agreement orthe Indenture to the contrary notwithstanding, the Issuer, the Trustee and the BorrOvVer hereO)I agree to amend this Loan Agreement and, if appropriate, the Indenture and the Regulatory Agreement, to the extent required, in the opinion of Bond Counsel, in order for interest on the Bands to remain excl udabl e from gross income for federal income tax purposes. The party requesting such amendment shall nctify the cther parties to this Loan Agreement of the proposed amendment and send a copy of such requested amendment to Bond Counsel. After review of such proposed amendment, Bond Counsel shal I render to the Trustee an op ni on as to the effect of such proposed amendment upon the incl udabi Ii ty of interest on the Bands in the gross income of the recipient thereof for federal income tax purposes. The B orrcwer shal I pay al I necessary fees and expenses incurred with respect to such amendment. The B orrOvVer, the Issuer and, where app i cable, the Trustee, per written instructions from the Issuer, shal I execute, deliver and, if applicable, the B orrOvVer shal I fi I e of record, any and al I documents and instruments, including, without limitation, an amendment to the Regulatory Agreement.

Section 5.19. Indemnification.

(a) To the fullest extent permitted O)l law, the BorrOvVer agrees to indemnify, hold harmless and defend the Issuer, the Servicer, the Trustee, each Owner and each of their respective past, present and future officers, gaverni ng members, di rectors, officials, employees, attorneys and agents (each, an" Indemnified Party") against any and al I losses, damages, claims, actions, Ii abi Ii ti es, reasonable costs and expenses of any nature, kind or character (including, without limitation, reasonable attorneys' fees, litigation and court costs, amounts pai d i n settlement ( to the extent that the B orrcwer has consented to such settlement) and amounts paid to discharge judgments) (the "Liablities'') to which the Indemnified Parties, or any of them, may become subject under federal or state securities I aws or any other statutory I aw or at common I aw or ctherwi se, to the extent arising out of or based upon or in any way relating to:

4830-5664-084 l.6

(i) The Bonds, Loan Documents and the Indenture orthe execution or amendment thereof or in connection with transactions contempated thereO)I, including the issuance, sale, transfer or resale of the Bands, including any securi ti zati on thereof;

( i i) Any act or omi ssi on of the B orrOvVer or any of its agents, contractors, servants, employees or licensees in connection with the Loan or the Project the operation of the Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or albout, or

36

4830-5664-084 l.6

franthe planning, design, acquisitim, installatim orcmstruction of, the Project or any part thereof;

(iii) Any lien (other than a permitted encumbrance) or charge upon payments by the BorrOvVer to the Trustee hereunder, or any taxes (including, without Ii rritation, all ad valorem taxes and sales taxes), assessments, impositions and cther charges imposed m the Issuer or the Trustee in respect of any portion of the Project;

(iv) Any violation of any environmental law, rule or regulation with respect to, or the release of any toxic substance from, the Prqject or any part thereof;

(v) The enforcement of or any action taken by the Trustee or the Servicer related to remedies under this Loan Agreement, the I ndenture and the other Loan Documents relating to the default by the BorrOvVer;

(vi) The defeasance and/or redemp:i on, in whd e or in part, of the Bands;

(vii) Any untrue statement or misleading statement or alleged untrue statement or al I eged mi sl eadi ng statement of a material fact by the B orrOvVer contained in any offering statement or document for the B mds, the I ndenture or any of the Loan Documents to which the BorrOvVer is a party, or any omission or alleged omission fran any offering statement or document for the bonds of any material fact necessary to be stated therein in order to make the statements made therein by the B orrOvVer, in the Ii ght of the circumstances under which they were made, not misleading, including, without limitation, any offering statement or disclosure document in cmnectim with any securitizatim or cther secondary market transaction with respect to the Bonds;

(vi ii) Any declaration of taxability of interest on the Bonds or allegatims ( or regulatory inquiry) that interest on the Bands is taxable for federal income tax purposes; or

(ix) The Trustee's acceptance or administration of the trust of the Indenture or the Trustee's exercise or performance of or fai I ure to exercise or perform any of its pcwers or duties thereunder or under any of the Loan Documents to which it is a party;

(x) In the case of the foregoing indemnification of the Servicer or any related Indemnified Party, they shall nct be indemnified by the BorrOvVer to the with respect to Ii abi Ii ti es arising from the gross negligence or wi 11 ful misconduct of such Indemnified Party. In the case of the foregdng indemnification of the Issuer, or any related I ndemni fi ed Party, they shal I not be i ndemni fi ed by the B orrOvVer with respect to liablities arising from their cwn willful misconduct. In the case of the foregoing indemnification of the Trustee, or any related Indemnified Party, they shall nct be indemnified by the Borrcwer with respect to liablities arising from their OvVn negligence or wi 11 f ul misconduct.

37

(b) In the event that any action IT proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the BITravver, upon written notice from the Indemnified Party (which notice shall be timely given so as not to materially impair the B orrcwer' s right to defend), shal I assume the investigation and defense thereof, including the empoyment of counsel reasonably appraved lJy the Indemnified Party, and shal I assume the payment of all expenses related thereto, with full pavver to litigate, compronise or settle the same in its sole discretion, pravi ded that the Indemnified Party shal I have the right to revi evv and apprave IT disapprcwe any such compromise or settlement, which appraval shall nct be unreasonably withheld. Each Indemnified Party shall have the right to empoy separate counsel in any such action or proceeding and to participate in the i nvesti gati on and defense thereof, pravi ded that the I ssuer has the absolute right to emp oy separate counsel at the expense of the B orravver. The B orravver shal I pay the reasonable fees and expenses of such separate counsel, pravided that such Indemnified Party other than the Issuer may only employ separate counsel at the expense of the Borravver if and only if in such Indemnified Party's good-faith judgment (based on the advice of counsel) a conflict of interest exists or could arise lJy reason of common representation except that the B ITravver shal I always pay the reasonable fees and expenses of the I ssuer' s separate counsel.

(c) Nctwithstandi ng any transfer of the Prqject to another cwner in accordance with the prcwisions of this Loan Agreement or the Regulatory Agreement, the Borravver shall remain oll igated to indemnify each Indemnified Party pursuant to this Section 5.19 if such subsequent avvner fai Is to indemnify any party enti tied to be indemnified hereunder, unless the Issuer, the Trustee and the Servicer have consented to such transfer and to the assignment of the rights and obi i gati ons of the B orravver hereunder.

(cl) The rights of any persons to indemnity hereunder and rights to payment of fees and rei rnbursement of expenses hereunder shal I survive the final payment IT defeasance of the Bonds and in the case of the Trustee any resignation or remaval. The pravi sions of this Section shal I survive the termination of this Loan Agreement.

(e) Ncthing in this Section 5.19 shall in any way limit (i) the Borravver's indemnification and cther payment obligations set forth in the Regulatory Agreement, IT (ii) the GuarantIT's payment olligations underthe Payment Guaranty.

Section 5.20. Agreements Between BITrcwer and Its Affiliates. Borravver shall not enter into any agreement, written IT otherwise, directly or indirectly relating to the Project with an Affiliate of the Borravver without the priIT written consent of the Servicer, pravided that such consent shall not be required fIT any agreement on terms as would customarily be made with an unaffiliated third party on an arm's-length basis for such services. The Servicer consents to the Management Agreement with Manager.

Section 5.21. [Reserved].

38 4830-5664-084 l.6

Section 5.22. Tax and Insurance Fund; Replacement Reserve; Operating Reserve.

(a) The Borrcwer ackncwledges the creation of the Tax and Insurance Fund pursuanttothe Indenture. Priortothe Conversion Date, the Tax and Insurance Fund shall ~ funded, and moneys in it shal I ~ disbursed, in accordance with the pravi si ons of the Indenture and this Section 5.22. Upon demand of the Servicer, follcwing the occurrence of any failure of the Borrcwer to pay Impositions as the sanne become due, as required in Section 5.2 of the Mortgage, the Borrcwer shal I deposit into the Tax and Insurance Fund, on each Interest Payment Date, a sum equal to one-twelfth of the annual annount of Impositions. The B orrcwer may malke written request to the Servicer for disbursement of amounts in the Tax and Insurance Fund for payment of Impositions as they ~come due. Follcwing receipt of any such request, the Servicer shall authorize the disbursement of funds from the Tax and Insurance Fund in announts sufficient to malke the required payments. N ctwithstandi ng anything to the contrary contained in this Loan Agreement, on and after the Conversion Date, tax and insurance payments shall ~ impounded in accordance with the requi rements of the Construction Di sbursement Agreement.

(b) The B orrcwer shal I establish, on or ~fore the Conversion Date, and shal I thereafter continuously maintain and fund, an account (the "Replacement Reserve") in accordance with the terms of the Permanent Period Replacement Reserve Agreement. The Borrcwer shall continuously maintain and fund the Replacement Reserve in accordance with, and disbursements of funds deposited therein shall ~ gaverned l:Jy, the Permanent Period Rep acement Reserve Agreement.

( c) The B orrcwer shal I establish, on or ~fore the Conversion Date, and shal I thereafter continuously maintain and fund, an account (the "Operating Reserve") in accordance with the terms of the Construction Disbursement Agreement. The Borrcwer shall continuously maintain and fund the Operating Reserve in accordance with, and disbursements of funds deposited therein shall ~ gaverned l:Jy, the Construction Disbursement Agreement.

Section 5.23. Cavenants Regarding Tax Credits. The Borrcwer herel:Jy agrees to comply with all of the follcwing cCNenants (each, a "Tax Credit Cavenant"):

(a) To observe and perform all olligations imposed on the Borrcwer in connection with the Tax Credits, including the obligation to have the Project "placed in service" (within the meaning given in Section 42 of the Code) in a timely manner, to operate the residential units of the Project, and to use the Borrcwer' s ~st efforts to cause al I appropri ate parti es to operate the sanne, i n accordance with al I requi rements, statutes and regulations gaverning the Tax Credits;

(b) To preserve at all times the allocation and availability of the Tax Credits;

(c) Nct to release, forgo, alter, annend or modify its rights to the Tax Credits without the Servicer's prior written consent, which the Servicer may give or withhold in the Servicer' s reasonall e discretion;

39 4830-5664-084 l.6

(cl) Nctto execute any residential lease of all or any rx:irtion of the Project which does not comply fully with all requirements, statutes and regulations governing the Tax Credits, without the Servicer' s prior written consent, which the Servicer may give or withhold in the Servicer' s sole and absolute discretion;

( e) To cause to be kept al I records, and cause to be rnade al I elections and certifications, pertaining to the number and size of apartment units, occupancy thereof by tenants, income I evel of tenants, set--asi des for I cw--i ncorne tenants, and any other matters new or hereafter required to qualify for and maintain the Tax Credits in connection with the I cw-income occupancy of the Project;

(f) To comply with the appropriate rninirnurn lcw--income set-aside requirements under the Code or applicable federal regulations (the" Federal Laws'') and all I aws and regulations of the State ( "State Laws'') applicable to the creation, maintenance and continued availability of the Tax Credits;

(g) To certify cornp iance with the set-aside requirements and report the dollar amount of qualified basis and rnaxi rnurn applicable percentage, date of fl acement in service and any other information required for the Tax Credits at such time periods as requi red by Federal Laws or State Laws for such Tax Credi ts;

(h) To set aside the appropriate number of units for households with incomes meeting the required standards of the median income of the county in which the Prqject is located to qualify for the Tax Credits (as determined pursuant to Section 42 of the Code andpr State Laws), adjusted for family size, and to operate and maintain such units as "lcw--incorne units'' qualifying for the Tax Credits under Section 42(i)(3) of the Code andpr State;

(i) To exercise good faith in all activities relating to the operation and maintenance of the Project in accordance with the requirement of Federal Laws and State Laws;

U) To promptly deliverto the Servicertrue and correct copies of al I notices or cther documents or cornrnunications received or given by the Borrcwerwith regard to or relating in any way to the Borrcwer's partnership interests andpr the Tax Credits. I rnmedi ately urxin receipt thereof, the B orrcwer shal I deliver to the Servicer a copy of (i) the fully executed allocation of Tax Credits for the Project; (ii) the basis audit (as required by Section 42 of the Code) for the Project (including a certificate of the Borrcwer's accountant or attorneys if requested by the Servicer); (iii) the first annual income certification for al I tenants of the Project shewing thatthe tenants are qualified for purrx:ises of the Borrcwer' s olXai ni ng Tax Credits; and (iv) the fully competed Forrn 8609 (required by the Code) issued for the Project. The B orrcwer shal I deliver prornp:ly to the Servicer such other certificates, income certificates, reports and information as the Servicer rnay request; and

40 4830-5664-084 l.6

( k) To pravi de CCR C with the fi nal form of ground I ease ri derto the tax credit regulatay agreement and perrrit CCRC to apprave the final form of such rider prior to execution and recordati on of such regulatory agreement.

The B orrcwer understands and ackncwl edges that the Bank is purchasing the Bands based, in part, upon the value of the Tax Credits, and the Tax Credits, directly or indirectly, constitute part of Trustee's security on behalf of the Owners of the Bands, for the obi i gati ons of the B orrcwer in connection with the Loan. The Borrcwer agrees to indemnify, defend and hddthe Servicer and the Owners harmless for, from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs or expenses, including litigation costs and reasonable attorneys' fees, arising from or in any way connected with the B orrcwer' s fai I ure to comply with one or more Tax Credit Cavenants, excepting those arising out of, or resulting, sdely from the gross negligence or willful misconduct of the Servicer.

Section 5.24. Leasing.

(a) The Servicer (and al I cther parties whose appraval is required) must apprave the Borrcwer' s standard form of residential lease or rental agreement prior to its use by the Borrcwer. The Borrcwer may nct materially modify the appraved standard form of residential lease without the Servicer's prior written consent in each instance (which consent shall not be unreasonably withheld), together with the apprCNal of all other parties whose consent is required. Each I ease, otherthan I eases on the B orrcwer' s standard form of residential lease, of any part of the Prqject is subject to the Servicer' s written appraval as to form and substance prior to execution and delivery. Despite the foregoing, the Borrcwer may enter into residential leases (and annendments) in the ordinary course of business with bona fide third-party tenants withoutthe Servicer' s prior written consent if the B orrcwer uses the appraved standard form of residential I ease and:

4830-5664-084 l.6

(i) Within 15 days after the Servicer's written request therefor, the Servicer receives a copy of the executed lease (accompanied by all financial i nf ormati on and certi fi cat es obtai ned by the B orrcwer pertai ni ng to the tenant) ;

(ii) The Borrcwer, acting in good faith and exercising due diligence, has determined that the tenant qualifies as a I cw--i ncome family for purposes of meeting the requirements for obtaining Tax Credits;

(iii) The I ease meets the standards required by Section 42 of the Code;

(iv) The I ease meets the requirements of the Servicer, the Issuer and the Investor Limited Partner;

(v) The I ease reflects an arm's-length transaction and, so I ong as the Construction Disbursement Agreement is in effect, conforms to the projections of the Pro Forma Schedule attached thereto;

(vi) The lease does nct affect more than one residential unit within the I mpravements and is for a maxi mum term of 12 months, uni ess ctherwi se agreed in writing by the Servicer; and

41

(vii) So long as the Construction Disbursement Agreement is in effect, the lease, together with all leases previously executed, does nct cause the Loan to become "out of bal ance" as that term i s defi ned i n S ecti on 1. 2( a) of the Construction Disbursement Agreement. The B orrOvVer ackncwl edges thatthe Loan rray become "out of balance" if the landlord's aggregate economic obligations underthe leases exceed, orthe Net Operating Income from the Prqject fail sto meet, the Borrcwer's projections for such obligations, thereby increasing the cost or decreasing the value of the Prqject.

(b) The Servicer, in the exercise of its reasonable discretion, rray consider any executed lease it receives to be unsatisfactory if the lease fails to meet any of the requirements of this Loan Agreement. If this happens, or if the BorrOvVer at any time fails to submit any executed lease (and accompanying inforrration) at the time required by this Section, or if any Event of Default has occurred and is continuing, the Servicer rray make written demand on the Borrcwerto submit all future leases for the Servicer' s apprcwal prior to execution. The BorrOvVer must comply with any such demand by the Servicer.

( c) The Servicer' s appraval of any I ease is for the sole purpose of prctecti ng the Servicer' s security and preserving the Servicer' s rights under the Loan Documents. No appraval by the Servicer wi 11 result in a waiver of any default of the B orrOvVer. In no event will the Servicer's appraval of any lease be a representation of any kind with regard to the lease, its enforceability orthe financial capacity of any tenant or guarantor.

(cl) The Borrcwer must perform all obligations required to be performed by it as landlord under any lease affecting any part of the Land or any space within the I mpravements.

Section 5.25. Compliance With Anti-Terrorism Regulations.

(a) None of the Related Persons will be included in, OvVned by, contrdled by, act for or on behalf of, prcwi de assistance, support, sponsorship or services of any kind to, or otherwise associate with any of the Persons referred to or described in any Ii st of persons, entities, and gavernments issued by OFAC pursuant to Executive Order 13224 or any other OFAC List.

(b) The BorrOvVer will comply at all times with the requirements of Executive Order 13224; the International Emergency Economic POvVers Act, 50 U .S.C. Sections 1701-0i; the Uniting and Strengthening America by Pravi ding Appropriate Tools Required to lnterce[X and ObstructTerrorismAct of 2001, Pub. L. 107-56 (the "PATRIOT Act"); the Iraqi Sanctions Act, Pub. L. 101-513, 104 Stat. 2047-55; the United Nations Participation Act, 22 U.S.C. Section 287c; the Antiterrorism and Effective Death Penalty Act (enacting 8 U .S.C. Section 219, 18 U .S.C. Section 2332d, and 18 U .S.C. Section 2339b); the International Security and Development Cooperation Act, 22 U.S.C. Section 2349aa9; the Terrorism Sanctions Regulations, 31 C.F.R. Part 595; the Terrorism List Gavernments Sanctions Regulations, 31 C.F.R. Part 596; the Foreign Terrorist Organizations Sanctions Regulations, 31 C.F.R. Part 597; the Bank Secrecy Act, Pub. L. 91-508, 84 Stat. 1114, 1118; the Trading with the Enemy Act, 50 U .S.C. App. Section 1 et

42 4830-5664-084 l.6

seq.; the laws relating to p-evention and detection of money laundering in 18U.S.C. Sections 1956 and 1957 and any similar lctNs or regulations currently in force or hereafter enacted (collectively, the "Anti-Terrorism Regulations'').

( c) If the B orrOvVer becomes ctNare or receives any notice that any of the Related Persons are named on any of the OFAC Lists (such occurrence, an "OFAC Violation"), the BorrOvVer will immediately (i) give notice to the Issuer, the Trustee and the Servicer of such OFAC Vidation, and (ii) comply with all laws applicable to such OFAC Violation (regardless of whether the party included on any of the OFAC Lists is located within the jurisdiction of the United States of America), including, without limitation, the Anti-Terrorism Regulations, and the BorrOvVer hereby authorizes and consents to the I ssuer' s, the Trustee's and the Servicer' staking any and al I steps the Issuer, the Trustee and the Servicer deem necessary, in the sole discretion of each of the Issuer, the Trustee and the Servicer, to comply with all laws applicable to any such OFAC Violation, including, without linitation, the requirements of the Anti-Terrorism Regulations (including the "freezing" and/or" llocking" of assets).

(cl) Upon the Issuer's, the Trustee's or the Servicer' s request from time to time during the term of the Loan, the B orrOvVer agrees to deliver a certification confi rni ng that the representations and warranties set forth in this Loan Agreement remain true and correct as of the date of such certificate and confirming the BorrOvVer's compiance with this Section. The Borrcwer also agrees to cooperate with each of the Issuer, the Trustee and the Servicer, and to cause each Related Person to cooperate with the Issuer, the Trustee and the Servicer, in prcwiding such additional information and documentation on the B orrOvVer' s and such Related Person's I egal or beneficial cwnershi p, policies, p-ocedures and sources of funds as the Issuer, the Trustee and the Servicer deem necessary or p-udent to enable each of them to campy with the A nti-T errori sm R egul ati ons as nOvV in existence or hereafter amended. From time to time upon the written request of the Issuer, the Trustee or the Servicer, the B orrcwer shal I deliver to the requesting party a schedule of the name, legal domicile, address and jurisdiction of organization, if applicalle, for each Related Party and each holder of a I egal interest in the B orrcwer.

Section 5.26. Compliance With City Contracting Requirements. The Borrcwer cavenants and agrees to comply with the prcwi si ons set forth in Exhibit H to this Loan Agreement.

ARTICLE VI

OPTION AND OBLIGATIONS OF BORROWER TO PREPAY

Section 6.1. Optional Prepayment.

(a) The Ncte and amounts due under Section 3.2(a) hereof are subject to p-epayment in order to effect the redemption of the Bonds under Section 4.03 of the I ndenture at the option of the B orrOvVer i n whole or i n part at the ti mes ( and not before the ti mes) and at the redem[Xi on p-i ces pl us accrued interest to the redemption date of the Bands, Addi ti anal Interest and the Prepayment Equalization Payment, if applicable, as set

43 4830-5664-084 l.6

fath in Sectim 4.03 of the Indenture. The Note is nct ctherwise subject to o[Xional p-epayment 0\/ the B orravver.

(b) To effect prepayment of the Note and redemptim of the Bonds as contempated in subparagraph (a) ai::xNe, the Borravver shall delivertothe Trustee and the Servicer, not less than 90 days (or such lesser number of days acceptable to the Servicer and the Trustee) prior to the date on which Bonds are subject to redemption under said Section, a written certificate of the Borrcwer stating that the Borravver is prepaying the Ncte pursuant to this Sectim 6.1. The certificate from the Borravver shall certify to the fdlcwing: (i) the p-incipal annount of the Note to be prepaid, (ii) that the annount to be p-epaid on the Note shall be credited to redemption of the Bonds pursuant to Sectim 4.03 of the Indenture, (iii) the date for redempti m of the B mds, and (iv) any conditions to such p-epayment.

(c) The o[Xions granted to the Borrcwer in this Section 6.1 shall be exercisable mly (i) in the event and to the extent the Bonds are suqject to redem[Xion in accordance with the Indenture and (ii) if no Event of Default under any of the Loan Documents shall have occurred and be then continuing or if al I costs associated with any existing Event of Default (including, without Ii mitation, I ate fees, penalties, costs of enforcement, p-otective advances and interest on such announts) which are then due and cwing under the Loan Documents are paid in full in connectim with such prepayment.

( cl) N ctwi thstandi ng anything to the contrary contained in this Loan Agreement, m and after the Conversim Date, optional p-epayment of the Loan and the Bmds shall mly be permitted at the times and upon the terms and requirements set forth in the Ncte.

Section 6.2. Mandatory Prepayment. The Loan and announts due under Section 3.2(a) hereof shal I be prepaid in whole or in part in order to effect the mandatory redempti m of the Bands at the ti mes and in the announts specified in Section 4.01 of the Indenture.

Section 6.3. Amounts Required for Prepayment.

(a) The annount payable 0\/ the Borravver hereunder upon either (i) the exercise of the o[Xion granted to the Borrcwer in Sectim 6.1 hereof, or (ii) the mandatory p-epayment of the Note 0\/ the B orravver i n Section 6. 2 hereof shal I be, to the extent applicable and except as ctherwi se p-avi ded, the sum of the fol I avvi ng:

4830-5664-084 l.6

(i) the annount of money necessary to pay the redemption price of the Bonds to be redeemed specified in Sectim 4.03 of the Indenture, in the case of optional redemption, and Section 4.02 of the Indenture in the case of mandatory redempti on, together with al I i nterest ( i ncl udi ng Addi ti anal I nterest, if appl i cable) specified therein payable up to and including said redemption date, Prepayment Equalizatim Payment (if applicable), and all expenses of the redem[Xion; plus

(ii) in the event of a redemption in whole, an annount of money equal to the Trustee Fee, Trustee's Expenses and Issuer Annual Fee and expenses under the

44

I ndenture accrued and to accrue unti I the fi nal payment and redempti on of the Bonds; plus

(iii) in the event of any prepayment during the existence and continuance of an Event of Default, the amounts descri ~din Section 6.1 (c)(ii) hereof.

(b) Any prepayment made pursuant to Section 6.1 or 6.2 hereof shall ~ deposited into the Revenue Fund. No prepayment or investment of the proceeds thereof shal I ~ made which shal I cause the Bands to ~ "arbitrage bonds'' within the meaning of Section 148oftheCode.

Section 6.4. Cancellation at Expiration of Term. At the acceleration, termination or expiration of the term of this Loan Agreement and fdlavving full payment of the Bonds or pravision for payment thereof in accordance with Article IX of the Indenture and of all other fees and charges of all parties having been made in accordance with the pravisions of this Loan Agreement and the Indenture, the Issuer shal I deliver to the B orrcwer any documents and take or cause the Trustee to take such actions as may ~ necessary to effectuate the cancel I ati on and evidence the termination, except those prcwi si ons therein which expressly survive payment of the Bonds, of this Loan Agreement and the Loan Documents (cther than the Regulatory Agreement, which shal I not terminate except in accordance with the terms thereof).

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES

Section 7.1. Events of Default. The follavving shall ~ "Events of Default" under this Loan Agreement, and the term "Event of Default" shall mean, whenever it is used in this Loan Agreement, any one or more of the follavving events:

(a) Failure 0\/ the Borravverto pay any amounts required to~ paid on the Note or under Section 3.2(a) or (b) hereof within 10 days afterthe same are due;

(b) Any failure 0\/ the Borrcwerto pay as and when due and payable any other sums to~ paid 0\/ the Borravver underthis Loan Agreement and the continuation of such fai I ure for a period of 1 O days after the same are due; or

( c) Any f ai I ure of any representation or warranty made in this Loan Agreement, the Construction Disbursement Agreement or any Requisition to~ true and correct when made or renewed; or

( cl) Any fai I ure 0\/ the B orrcwer to observe and perform any ccwenant or agreement on its part to ~ observed or performed hereunder or thereunder, other than as referred to in subsection (a) or (b) of this Section 7.1, for a period of 30 days after written notice specifying such breach or failure and requesting that it~ remedied, given to the B orravver 0\/ the I ssuer, the Trustee or the Servicer, pravi ded that in the event such breach or failure~ such that it can~ corrected but cannot~ corrected within said 30-0ay period, the same shal I nct constitute an Event of Default hereunder if corrective action is instituted 0\/ the Borrcwer or on ~half of the Borravverwithin said 3Q-oay period and is diligently

45 4830-5664-084 l.6

pursued to completion thereafter (unless, in the opinion of Bond Counsel delivered to the Servicer, fai I ure to correct such breach or fai I ure within the cure period herein pravi ded ( or such shortertime as shall be established as a limitation on the period of time during which correction may be pursued) will adversely affect the exclusion from gross income of interest on the Bonds for federal income taxation purposes orvidate State lctN, in which case the extension of cure period herein pravi ded wi 11 not be avai I able); or

(e) Any Event of Default (as defined or otherwise set forth in the Indenture or any of the Loan Documents, the General Partner Documents or the Guarantor Documents) shal I have occurred and shal I remain uncured beyond any applicable cure period pravi ded in the applicable document; or

(f) Any dissolution, termination, partial or complete liquidation, merger or consolidation of any Obligor orthe Managing General Partner or the Co-General Partner of BorrOvVer, or any sale, transfer or other disposition of the Project or of al I or substantially al I of the assets of B orrOvVer, pravi ded that any such event with respect to the Managing General Partner shall not constitute an Event of Default if the BorrOvVer replaces the Managing General Partner with a person or entity accep:able to the Issuer, Servicer and Majority Owner within 30 days after nctice thereof from the Issuer, the Servicer and the Majority Owner; or

(g) Any failure 0\/ the Borrcwer to obtain any Prqject ApprCNals as required in order to proceed with the construction of the Project so as to complete the same 0\/ the Completion Date, or the revocation or cther invalidation of any Prqject Appravals previ ousl y obtai ned; or

( h) Any change i n the I egal or benefi ci al cwnershi p of the B orrOvVer or the Managing General Partner or the Co-General Partner of B orrOvVer cther than as expressly permitted 0\/ the terms hereof or 0\/ the terms of the Partnership Agreement or 0\/ reason of the death of the OvVner of such i nterests; or

(i) The Managing General Partner ceases for any reason to act in that capacity unless replaced 0\/ a transferee permitted pursuantto Section 5. l 7(e); or

U) Any failure 0\/ the BorrOvVer to pay at maturity, or within any applicable period of grace, any I ndebtedness, or any fai I ure to observe or perform any material term, cavenant or agreement contained in any agreement 0\/ which it is bound, evidencing or securing any Indebtedness, for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obi i gati ons issued thereunder to accelerate the maturity thereof; or

(k) Any Obligor shall file a voluntary petition in bankrup:cy under Title 11 of the United States Code, or an order for relief shall be issued against any such Obligor in any involuntary petition in bankruptcy under Title 11 of the United States Code, or any such Obi igor shall file any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or cther law or regulation relating to bankruptcy,

46 4830-5664-084 l.6

insolvency or other relief of debtors, or such Obi i gor shal I seek or consent to or acquiesce in the appointment of any custodian, trustee, receiver, conservator or liquidator of such Olligor, or of all or any substantial part of its respective property, or such Obligor shall make an assignment for the benefit of creditors, or such Obligor shall give nctice to any gcwemmental authority or body of insolvency or pending insolvency or suspension of operation, pravided that any such event with respect to the Managing General Partner shall not constitute an Event of Default if the BorrOvVer replaces the Managing General Partner with a person or entity acceptalle to the Issuer, Servicer and Majority Owner and complying with Section 11 of the Regulatory Agreement, within 30days after nctice thereof from Trustee or Servicer; or

(I) An involuntary petition in bankruptcy under Title 11 of the United States Code shall be filed against the BorrOvVer or any Olligor and such petition shall not be dismissedwithi n 90 days of the filing thereof, pravided that any such event with respect to the Managing General Partner shall not constitute an Event of Default if the BorrOvVer replaces the Managing General Partner with a person or entity acceptable to the Issuer, Servicer and Majority Owner and compyi ngwi th Section 11 of the Regulatory Agreement, within 30 days after nctice thereof frorn the Issuer, Servicer and Majority Owner; or

(m) A court of cornpetentjurisdiction shall enter any order, judgment or decree appraving a petition filed against any Obligor seeking any reorganization, arrangement, composition, readjustment, Ii qui dati on or si mi I ar relief under any present or future federal, state or other I aw or regulation relating to bankruptcy, insolvency or other relief for debtors, or appointing any custodian, trustee, receiver, conservator or Ii qui dator of al I or any substantial part of its property; or

(n) Any uninsured final judgment in excess of $50,000 shal I be rendered against the B orrcwer and shal I rernai n in force, undischarged, unsatisfied and unstayed, for more than 30 days, whether or not consecutive; or

(o) Any of the Loan Documents, the General Partner Documents or the Guarantor Documents shal I be canceled, terminated, revoked or rescinded ctherwi se than in accordance with the terms thereof or with the express prior written consent of the Servicer, or any action at law, suit in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents, the General Partner Documents or the Guarantor Documents shal I be commenced 0\/ or on behalf of any Obi i gor which is a party thereto, or any of their respective stockhd ders, partners or benefi ci ari es, or any court or any other gcwemmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents, the General Partner Documents or the Guarantor Documents is i 11 egal, invalid or unenforceable in accordance with the terms thereof; or

(p) Any refusal 0\/ the Title Insurance Company to insure that any advance is secured 0\/ the Mortgage as a valid lien and security interest on the Project and the continuation of such refusal for a period of 20 days after ncti ce thereof 0\/ Servicer to the B orrOvVer; or

47 4830-5664-084 l.6

(q) Canpletim shall not have been attained by the Corrpletim Date; IT

(r) Any cessatim at anytime in constructim orequippng of the I mprcwements fIT more than 20 consecutive days exce[X fIT strikes, acts of Goel, fire IT other casualty, IT cther causes entirely beyond the B orrcwer' s cmtrd, or any cessation at any ti me in construction or equipping of the I mprcwements fIT more than 60 cmsecutive days, regardless of the cause thereof, pravi ded that such cessation may cmti nue for a period of lmgerthan 60 consecutive days with the consent of the Servicer if the BITrcwer shall have requested and received an extension of the Canpletim Date in accITdance with the pravi sions of the Construction Disbursement Agreement, in which case it shal I not be an Event of Default hereunder uni ess and unti I the peri ocl of cessation extends beyond the number of days for which the extensi m was granted; IT

(s) Any of the Indenture, this Agreement, the Regulatory Agreement IT the Tax Certificate shall be amended in a material manner (including, without limitatim, any "autanati c" amendments of the Regulatory Agreement) wi thoutthe prior written consent of the Servicer.

Section 7.2. Remedies on Default.

(a) Whenever any Event of Default referred to in Section 7.1 hereof shal I have occurred and be continuing, any obi i gati on of the Servi certo apprave R equi si ti ons shal I be terminated, and the Trustee (but only if directed to do so by the Servicer and, subject to the pravi si ons of the I ndenture) shal I:

(i) by notice in writi ngtothe B ITrcwer declare the unpaid i ndelXedness under the Loan Documents to be due and payable immediately, and upon any such decl arati on the same shal I become and shal I be i mmedi atel y due and payabl e; and

(ii) take whatever action at lctvV or in equity IT under any of the Loan Documents, the General Partner Documents or the Guarantor Documents, as may appear necessary IT desirable to cd I ect the payments and cther amounts then due and thereafter to become due hereunder IT thereunder or under the Note, or to exercise any right or remedy or to enfITce perfITmance and observance of any obi i gati on, agreement IT cavenant of the B orrcwer under this Loan Agreement, the Note or any cther Loan Document (including, without Ii mitati m, fITeclosure of the Mortgage), any General Partner Document IT any GuarantIT Document (including actions to enfITce the Competion Agreement); and

(iii) cause the Project to be completed, rehablitated and equipped in accordance with the Plans and Specificatims, with such changes therein as the Servicer may, fran time to time, and in its sole discretim, deem appropriate.

(b) Any amounts collected pursuant to actim taken under this Section (other than amounts col I ected by the I ssuer pursuant to the Reserved Rights) shal I, after the payment of the costs and expenses of the proceedings resulting in the col I ecti on of such moneys and of the expenses, Ii abi Ii ti es and advances incurred or made by the I ssuer, the Trustee orthe Servicer and their respective Counsel, be paid into the Revenue Fund (unless

48 4830-5664-084 l.6

ctherwi se pravi ded in this Loan Agreement) and appl i eel in accordance with the pravi si ons of the Indenture. No action taken pursuantto this Section 7.2 shall relieve the BorrOvVer from the BorrOvVer' s obligations pursuant to Section 3.2 hereof.

Section 7.3. No Remedy Exclusive. No remedy conferred herein or in any other Loan Document upon or reserved to the Trustee orthe Servicer is intended to be exclusive of any other avai I all e remedy or remedies, but each and every such remedy shal I be cumulative and shal I be in addition to every cther remedy given under this Loan Agreement or nOvV or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or pOvVer accruing upon any default shall impair any such right or pcwer or shall be construed to be a waiver thereof, but any such right and pcwer may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Trustee or the Servicer to exercise any remedy reserved to it herein or in any cther Loan Document, it shall nct be necessary to give any nctice, otherthan such notice as may be herein expressly required.

Section 7.4. Agreement To Pay Fees and Expenses of Counsel. If an Event of Default shall occur under this Loan Agreement or under any of the other Loan Documents, and the Issuer, the Trustee or the Servicer should empoy counsel or incur other expenses forthe collection of the indebtedness or the enforcement of performance or observance of any obi i gati on or agreement on the part of the B orrcwer herei n or therei n contai ned, the B orrcwer agrees that it wi 11 on demand therefor pay to any such party, or, if so directed by any such party, to its counsel, the reasonable actually incurred fees of such Counsel and all cther out-of-pocket expenses incurred by or on behalf of the I ssuer, the Trustee or the Servicer.

Section 7.5. No Additional Waiver Implied by OneW aiver; Consents toW aivers. In the event any agreement contained in this Loan Agreement should be breached by either party and thereafter waived by the other party, such waiver shal I be Ii mited to the particular breach so waived and shal I nct be deemed to waive any cther breach hereunder. No waiver shal I be effective uni ess in writing and signed by the party making the waiver.

Section 7.6. Remedies Subject to Applicable Law. All rights, remedies and pOvVers pravided by this Article may be exercised only to the extent that the exercise thereof does not violate any applicable pravi sions of law, and all the prCNisions of this Article are intended to be subject to all applicable mandatory pravisions of law which may be controlling in the Land and to be limited to the extent necessary so that they will nct render this Loan Agreement invalid, unenforceable or not entitled to be recorded, registered or filed under the pravisions of any applicable I ctvV.

Section 7. 7. Cure by Investor Limited Partner. The Issuer, the Trustee and the Servicer agree to accept perfonnance on the part of the Investor Limited Partner as though the same has been performed by the Borrcwer under any of the Loan Documents. The Issuer, the Trustee and the Servicer wi II allOvV the Investor Limited Partner or its Affiliate (a) 10 days after giving the Investor Limited Partner notice to cure a monetary default underthe Loan Documents otherthan the payment due at maturity and (b) except as to the insolvency or bankruptcy of the B orrOvVer, up to 30 days after giving the Investor Limited Partner to cure any nonmonetary default under the Loan Documents; pravided, hcwever, that in the event of a nonmonetary default that it is not suscep:ible to being cured within such 30-0ay period, the Investor Limited Partner, or its Affiliate,

49 4830-5664-084 l.6

shal I have an additi mal period of up to 60 days to cure such default, pravi ded that the Investor Limited Partner or its Affiliate has commenced to cure such default and is diligently and continuously proceeding to cure such default through the end of the 60-oay period. If the Investor Limited Partner or itsAffil iate makes any such payment or otherwise offers cure of a default, the same will be accepted or rejected as curing such default m the same basis as if payment or cure were made directly by the B orrcwer.

Section 7.8. Issuer Exercise of Remedies. Notwithstanding anything to the contrary contained herein, the I ssuer may enforce its Reserved Rights under the Loan Documents and exercise the permitted remedies with respect thereto against the B orrOvVer, pravi ded that the I ssuer shal I nct commence or direct the Trustee to commence any action to declare the outstanding balance of the Bonds or the Loan to be due, and neitherthe Issuer nor the Trustee shall take any action in respect of Reserved Rights (i) to foreclose to take similar actim underthe Mortgage or ctherwise in respect of any liens upon or security interests in the Prqject or other property pledged to secure the BorrOvVer' s obi igatims under the Loan Documents, (ii) to appoint a receiver, (iii) to enforce any similar remedy against the Project or cther property pedged to secure the BorrOvVer' s obligations under the Loan Documents, or (iv) to enforce any cther remedy which would cause any Ii ens or security interests granted under the Loan Documents to be discharged or materially i mpai red thereby.

ARTICLE VIII

MISCELLANEOUS

Section 8.1. General Pravisions. ThefollOvVingpravisimsshall beappicableatall times throughout the term of this Loan Agreement:

(a) The Issuer, the Trustee and the Servicer shall, at all times, be free to establish independently to their respective satisfaction and in their respective absolute discretim the existence or nmexistence of any fact or facts the existence of which is a condition of this Loan Agreement or any cther Loan Document.

(b) The Bands and the obi i gati ons and undertakings of the Issuer hereunder do not constitute a general obligation of the Issuer or the State or any political subdivision thereof, and recourse on the Bands and on the instruments and documents executed and delivered by or m behalf of the Issuer in connectim with the transactims cmtemplated hereby may be had mly against certain mmeys due and to become due under the Loan Documents (and nct against any moneys due or to become due to the Issuer pursuant to the Reserved Rights). No recourse shal I be had for the payment of the principal of or interest m the B mds, or for any claim based thereon or on this Loan Agreement or any other Loan Document, any Issuer Document or any instrument or document executed and delivered by or m behalf of the Issuer in connection with the transactions contempated hereby, against the Issuer or any member, officer, employee or other elected or appointed official, past, present or future, of the Issuer or any successor body, as such, either directly or through the Issuer or any such successor body, under any constitutimal pravi sion, statute or rule of law, or by the enforcement of any assessment or penalty or by any legal or equitable proceeding or otherwise and all such liability of the Issuer or any such

50 4830-5664-084 l.6

incorporation, member, officer, di rector, emp oyee, any cther elected or appointed official or trustee as such i s hereby express! y waived and rel eased as a con di ti on of and consideration for the adoption of the resolution authorizing the execution of the I ssuer Documents and issuance of the Bonds and the delivery of other documents in connection herevvith. No member, officer, employee or other elected or appointed official past, present or future, of the Issuer or any successor body shall be personally liable on the Issuer Documents, the Bonds or any other documents in connection herevvith, nor shall the issuance of the Bands be considered as misfeasance or malfeasance in office. The Bands and the undertakings of the Issuer under the Issuer Documents do not constitute a pledge of the general credit or taxing pew er of the I ssuer, the State or any political subdivision thereof, do not evidence and shall never constitute a debt of the State or any political subdivision thereof (cther than the Issuer), and shall never constitute nor give rise to a pecuniary liability of the State or any political subdivision thereof, ctherthan the Issuer.

Section 8.2. Authorized BorrOvVer Representative. Pursuant to written direction pravi ded on the Closing Date, the B orrOvVer has appointed one or more Authorized Representatives for the purpose of taking al I actions and making al I certificates required to be taken and made by the Authorized Representative underthe pravi si ons of the Loan Documents. Whenever underthe pravi si ons of any Loan Document the appraval of the B orrOvVer is required or any party is required to take some action at the request of the B orrOvVer, such appraval or such request shal I be made by its Authorized Representative, unless otherwise specified in this Loan Agreement, and the Issuer, the Trustee and the Servicer shal I be authorized to act on any such appraval or request and the BorrOvVer shall have no complaint against any such party as a result of any such action taken in conformity with such appraval or request by the Authorized Representative.

Section 8.3. Binding Effect. This Loan Agreement shall inure to the benefit of and shall be binding upon the I ssuer, the Trustee and the B orrcwer and their respective successors and permitted assigns. The BorrOvVer ackncwledges and agrees that the Issuer has assigned or is assigning its rights under this Loan Agreement to the Trustee and that pursuant to the I ndenture, the Trustee will follOvV directions from the Servicer in implementing certain of the rights and remedies under this Loan Agreement. The Owners of the Bonds and the Servicer shall be express third-party benefi ci ari es of this Loan Agreement and shal I have the right to enforce directly against the B orrOvVer or other persons the rights and implement the rights and remedies prcwi ded to each of them hereunder, but not including the Reserved Rights, prcwi ded that the rights of the Owners to bring actions and impement rights and remedies hereunder shall be subject to the same restrictions as are imposed with respect to actions, rights and remedies of the Owners under the Indenture.

Section 8.4. Execution in Counterparts. This Loan Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument, pravi ded that for purposes of perfecting a Ii en or security interest in this Loan Agreement by the Trustee, whether under Article 9 of the Uniform Commercial Code of the State or ctherwi se, only the counterpart delivered to, and receipted by, the Trustee shal I be deemed the ori gi nal .

Section 8.5. Amendments, Changes and Modifications. Subsequent to the issuance of the Bonds and prior to payment or pravi sion forthe payment of the Bonds in full (including interest

51 4830-5664-084 l.6

therem) in accordance with the r:n:wisions of the Indenture and except as otherwise pravided herein, the Loan Documents may not be amended, changed, modified, altered or terminated 0\/ the Issuer, the Trustee orthe BorrOvVer except in compliance with Article IX of the Indenture.

Section 8.6. Severability. In the event any pravisim of this Loan Agreement shall be held invalid or unenforceable 0\/ any court of competent j uri sdi cti m, such holding shal I nct invalidate or render unenforceable any cther pravi si m hereof and such invalid or unenforceable pravi si on shal I be deemed no I anger to be cmtai ned in this Loan Agreement.

Section 8. 7. Notices. A 11 notices, demands, requests, consents, appraval s, certificates or cther communi cati ms hereunder shal I be effective if given in the manner required in Section 10.08 of the Indenture.

Section 8.8. Applicable Law; Venue. This Loan Agreement shall be gaverned exclusively 0\/ and cmstrued in accordance with the laws of the State, and any action arising out of this Loan Agreement or the Bmds shall be filed and maintained in the City and County of San Francisco, California, unless the I ssuerwaives this requirement in writing.

Section 8.9. Debtor Creditor Relationship. It is expressly understood and agreed that the rel ati mshi p between the I ssuer and the B orrOvVer established 0\/ the transaction contemplated 0\/ this Loan Agreement and 0\/ al I of the other Loan Documents is exclusively that of creditor or I ender, m the part of the I ssuer, and delXor or borrOvVer, m the part of the B orrOvVer, and is in no way to be cmstrued as a partnership or joint venture of any kind. It is further understood that al I payments 0\/ the BorrOvVer under the Loan Documents shall be exclusively on account of the said debtor it:reditor rel ati onshi p.

Section 8.10. Usury; Tctal Interest. This Loan Agreement is subject to the express condition, and it is agreed that at no time shall payments hereunder, under the Ncte or under the cther Loan Documents that are or are construed to be payments of interest on the unpaid principal amount of the Loan reflect interest that is borne at a rate in excess of the maxi mum permitted 0\/ law. The Borrcwer shall not be obligated or required to pay, nor shall the Issuer be permitted to charge or col I ect, interest borne at a rate in excess of such maxi mum rate. If 0\/ the terms of this Loan Agreement or the cther Loan Documents the B orrcwer is required to make such payments reflecting interest borne at a rate in excess of such maxi mum rate, such payments shal I be deemed to be reduced immediately and automatically to reflect such maximum rate. It is further agreed that the total of amounts paid hereunder as interest on the Loan which is to pay interest m the Bmds, cumulative from the date of the Note, shall nct exceed the sum of 5% per month, simple and noncompounded for each mmth from such date to the date of cal cul ati on ( calculated m the basis of a 360-ray year of twelve 30-ray months). Any such excess payment previously made in either case shall be immediately and automatically app ied to the unpaid balance of the principal sum of the Loan and nct to the payment of interest thereon. This Loan Agreement is also subject to the cmdition that amounts paid hereunder representing late payment or penalty charges or the like shall only be payable to the extent permitted O)l law.

Section 8.11. TermofThisLoanAgreement. ThisLoanAgreementshall be in full force and effect from its date to and including such date as al I of the B mds issued under the Indenture shall have been fully paid or retired in accordance with thei rterms and the terms of the Indenture

52 4830-5664-084 l.6

(or r:nNisim for such payment shall have been made as p-avided in the Indenture), except, hcwever, that the cavenants and pravi si ons relating to the Reserved Rights of the Issuer and the cavenants relating to the preservation of excl usi m from gross i ncorne of interest on the B mds for purposes of federal income taxation shal I survive the termination hereof.

Section 8. 12. Nonrecourse. Anything contained in any pravi sim ofthi s Loan Agreement, the Mortgage, the Regulatory Agreement, the Borrcwer's Tax Certificate or the Ncte notwithstanding, in the event of any proceeding to fared ose the Mortgage or otherwise to enforce the p-avi si ms of the Note, this Loan Agreement, the Mortgage orthe Regulatory Agreement after the Conversion Date, neither the Issuer nor the Trustee or other holder of the Note (collectively, the " N otehol der"), nor any Owner of B ands, nor any beneficiary of the M ortgage shal I be enti tied to take any action to procure any personal money judgment or any deficiency decree against the B orrcwer or any partner of the B orrcwer or its or their heirs, persmal rep-esentatives, successors and assigns, it being understood and agreed that recourse hereon and under the Mortgage, the Regulatory Agreement and the Ncte shall, follcwing the Conversion Date, be limited to the assets of the Borrcwer that are the security from time to time pravided with respect to the Note and this Loan Agreement, pravided that nothing herein contained shall limit or be cmstrued to limit or impair the enforcement against the Project or any cther additi mal security as may from ti me to time be given to the beneficiary hereof as security forthe performance of this Loan Agreement, the Mortgage, the Regulatory Agreement, the Borrcwer's Tax Certificate, the Note or any other instrument new or hereafter securing the Note or this Loan Agreement, or the rights and remedies of the Trustee or the beneficiary, its successors and assigns, under this Loan Agreement, the Mortgage, the Regulatory Agreement, the Tax Certificate or the Note or any other instruments. Nctwithstanding the foregoing, the prCNisims of this Sectim shall be null and void and have no force and effect to the extent of any loss suffered by the Issuer, the Trustee, any Owner or any beneficiary of orthe trustee underthe Mortgage as a result of the Borrcwer' s: (a) committing of any act of fraud; (b) misapplication of any condemnation award or casualty insurance proceeds; (c) fai I ure to apply the revenues of the Prqject in the manner and for the purposes prCNided in the Bmd Documents, whether before or after an Event of Default; or (cl) violation of any environmental laws. Nothing herein shal I be deemed to p-ohibit the naming of the Borrcwer in an action to realize upon the remedies p-avided herein either at law or in equity, subject to the foregoing Ii mitati on against a personal money judgment or deficiency decree against the B orrcwer, the partners of the B orrcwer or their heirs, personal representatives, successors and assigns, or to p-ohibit the naming of any person in any actim to realize upon the remedies prCNided in the General Partner Documents, the Guarantor Documents or any cther guaranty given in favor of the Issuer, the Trustee orthe Servicer.

Section 8.13. Limitation m Liability of the Issuer; Issuer May Rely.

(a) Nctwithstanding anything herein or in any cther instrument to the contrary, the I ssuer shal I nct be obi i gated to pay the pri nci pal ( or redemption price) of or i nterest on the Bonds, except from mmeys and assets received by the Trustee on behalf of the Issuer pursuantto this Loan Agreement. Neitherthe faith and credit northe taxing pavver of the State, or any political subdivision thereof, northe faith and credit of the Issuer is pedged to the payment of the p-i nci pal ( or redemption p-i ce) of or interest on the Bands. The Issuer shal I nct be Ii able for any costs, expenses, I asses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reason of or in connection with

53 4830-5664-084 l.6

this Loan Agreement, the Bmds or the Indenture, except mly to the extent amounts are received forthe payment thereof from the BorrOvVer under this Loan Agreement.

The B orrOvVer hereby acknOvVI edges that the I ssuer' s sole source of moneys to repay the B mds wi 11 ~ pravi ded by the payments made by the B orrcwer pursuant to this Loan Agreement, together with investment income on certain funds and accounts held by the Trustee under the I ndenture, and hereby agrees that if the payments to ~ made hereunder shal I ever prave i nsuffi ci ent to pay al I principal ( or redemption price) of and interest m the Bonds as the same shall ~ome due (whether by maturity, redemp:ion, accel erati m or ctherwi se), then upm ncti ce from the Trustee, the B orrOvVer shal I pay such amounts as are required from time to time to prevent any deficiency or default in the payment of such pri nci pal ( or redemption pri ce) of or i nterest on the B ands, i ncl udi ng, but not limited to, any deficiency caused by acts, omissims, nonfeasance or malfeasance on the part of the Trustee, the Borrcwer, the Issuer or any third party, suqject to any right of reimbursement from the Trustee, the Issuer or any such third party, as the case may~. therefor.

that: (b) It is expressly understood and agreed by the parties tothi s Loan Agreement

(i) the Issuer may rely conclusively on the truth and accuracy of any certificate, opinion, notice or other instrument furnished to the Issuer by the Trustee, any Owner or the B orrOvVer as to the existence of a fact or state of affairs required under this Loan Agreement to ~ noticed by the I ssuer;

(ii) the Issuer shall not~ under any obligation to perform any record keeping orto prCNide any legal service, it ~i ng understood that such services shall ~ performed or caused to~ performed by the B orrcwer; and

(iii) none of the pravisions of this Loan Agreement shall require the Issuer to expend or risk its OvVn funds (apart from the proceeds of Bmds issued under the Indenture) or otherwise endure financial liability in the performance of any of its duties or in the exercise of any of its rights under this Loan Agreement unless it first shall have ~en adequately indemnified to its satisfactim against the costs, expenses and Ii abi I iti es which may ~ incurred by talking any such acti m.

( c) No pravi si m, representati m, cCNenant or agreement cmtai ned in this Loan Agreementorinthe Indenture, the Bmds, or any obligation herein or therein imposed upm the Issuer, or the breach thereof, shal I constitute or give rise to or impose upm the Issuer a pecuniary liability (excep: to the extent of any Loan repayments, revenues and receip:s derived by the I ssuer pursuant to this Loan Agreement and other moneys held pursuant to the Indenture, otherthan in the Rebate Fund). N otwi thstandi ng anything herein or in any cther instrument to the contrary, no pravision hereof shall ~ construed to impose a charge against the general credit of the Issuer, the State or any other political subdivision of the State, the taxing pOvVers of the foregoing, within the meaning of any Constitutional pravision or statutory limitatim, or any personal or pecuniary liability upon any official, di rector, officer, emp oyee, agent or attorney of the I ssuer.

54 4830-5664-084 l.6

( cl) A 11 cavenants, obi i gati ons and agreements of the Issuer contained in this Loan Agreement and the Indenture shal I be effective to the extent authorized and permitted 0\/ awlicable law. No such cCNenant, obligation or agreement shall be deemed to be a cavenant, obi i gati on or agreement of any present or future official, di rector, officer, employee, agent or attorney of the Issuer in ctherthan his official capacity, and no official executing the Bands shal I be Ii able personally on the Bands or be subject to any personal liability or accountability 0\/ reason of the issuance thereof or 0\/ reason of the cCNenants, obligations or agreements of the Issuer contained in this Loan Agreement or in the Indenture. No pravision, cCNenant or agreement contained in this Loan Agreement, the Indenture or the Bands, or any obi i gati on herein or therein imposed upon the I ssuer, or the breach thereof, shall constitute or give rise to or impose upon the Issuer a pecuniary I iability or a charge. No recourse shall be had for the enforcement of any obligation, cCNenant, promise or agreement of the Issuer contained in this Loan Agreement or in any Bond or for any claim based hereon or ctherwise in respect hereof or upon any obligation, cavenant, promi se or agreement of the I ssuer contai ned i n any agreement, i nstrument, or certi fi care executed in connection with the Project or the issuance and sale of the Bonds, against any member of the gaverning board of the Issuer, its officers, counsel, financial advisor, employees or agents, as such, in his or her individual capacity, past, present or future, or of any successor thereto, whether 0\/ virtue of any Constitutional pravi sion, statute or rule of law or 0\/ the enforcement of any assessment or penalty or ctherwi se, it being expressly agreed and understood that no personal liability whatsoever shall attach to, or be incurred 0\/, any member of the gCNerni ng board, officers, counsel, financial aclvi sors, emp oyees or agents, as such, in his or her individual capacity, past, present or future, of the Issuer or of any successor thereto, either directly or 0\/ reason of any of the obligations, cCNenants, promises or agreements entered into between the I ssuer and the Trustee or the B orrcwer to be implied therefrom as being supplemental hereto or thereto, and that all personal liability of that character against every such di rector, officer, counsel, financial aclvi sor, employee or agent, is, 0\/ the execution of the Bands, this Loan Agreement and the Indenture, and as a condition of, and as part of the consideration for, the execution of the Bands, this Loan Agreement and the Indenture, expressly waived and released.

Section 8.14. Waiver of Personal Liability. No member of the gCNerning board, officer, agent or emp oyee of the Issuer or any di rector, officer, agent or employee of the I ssuer shal I be individually or personally Ii able for the payment of any principal ( or redemption price) of or interest on the Bonds or any cther sum hereunder or be subject to any personal liability or accountability 0\/ reason of the execution and delivery of this Loan Agreement, but ncthi ng herein contained shal I relieve any such member, di rector, officer, agent or employee from the performance of any official duty prCNi ded O)I I aw or 0\/ this Loan Agreement.

Section 8.15. PATRIOT Act Notice. The Issuer hereO)I notifies the Borrcwerandthe Guarantorthat pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record i nforrrati on that identifies the B orrcwer and the Guarantor, which i nforrrati on includes the names and addresses of the B orrcwer and the Guarantor and other i nforrrati on that wi 11 al I cw the lssuerto identify the Borrcwer and the Guarantor in accordance with the PATRIOT Act.

Section 8.16. Assignment and Transfer of Ncte and Loan Documents. Nctwithstanding any contrary prCNision contained in this Loan Agreement orthe Ncte, the Loan,

55 4830-5664-084 l.6

the Note, the Mortgage and certain other documents executed by the BorrOvVer in connection with the Loan may~ transferred and assigned by the Trustee separately from the Bonds, as pravided in Section 4.08 of the Indenture.

Section 8.17. Subordination to CNI Declaration. So long as the CNI Declaration, and al I extensions thereto, ~ in effect, this Loan Agreement shal I in al I respects ~ subordinate to the CNI Declaration. Subordination extends to and continues in effect with respect to any future amendment, extension, renewal, or any other modification of the CNI Declaration or this Loan Agreement. In the event of a conflict ~een this Loan Agreement and the CNI Declaration, the CNI Declaration shall contrd. The follOvVing amendments to this Loan Agreement require the prior written consent of HUD: Any amendment to any HUD required prcwisions in this Loan Agreement, an i ncrease i n the i nterest rate, an i ncrease of the tctal i ndebtedness, an acceleration of the annortization or payment schedule, and any changes that would preclude or impair a reasonable opportunity to cure any defaults by the BorrOvVer under this Loan Agreement. This subordination shal I survive bankruptcy and foreclosure.

[ R emai nder of page i ntenti onal I y I eft ll ank]

56 4830-5664-084 l.6

IN WITNESS WHEREOF, the Issuer, the Trustee aml the Borrower have caused this Loan Agreement to be executed in their respective names, all as of the date first above written.

Approved as to form:

DENNIS J. HERRERA City Attorney

By~~H=e-id=i=e=w~c+-'-~=~~~----------·­

Dcputy City Attorney

CITY AND COUNTY OF SAN FRANCISCO

By ' Kate/Hartley, Acting Direcf~ ' . Ma¥or's Office of I lousing a d Community Development

[Signatures continue on following page]

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By t!Lfs Authorized Signatory

[Trustee Signature Page to Loan Agreement]

BORROWER:

ALICE GRIFFITH PHASE 4, L.P., a California limited partnership

By Alice Griffith Phase 4 MBS GP, Inc., a Missouri corporation, its Co-General Partner

By Tabernacle V, LLC, a California limited liability company, its Managing General Partner

By Tabernacle Community Development Corporation, a California public benefit corporation, its sole member

",,,-·-~ ~ C ,,,""----By "-::;:::::::::,$<~ .. > I ·-

Donald E. Green President

[Borrower Signature Page to Loan Agreement]

EXHIBIT A

LEGAL DESCRIPTION OF REAL ESTATE

The land referred to herein is situated in the State of California, City and County of San Francisco, and is described as fol I o,vs:

REAL PROPERTY IN THE CITY AND COUNTY OF SAN FRANCISCO, STATE OF

CALIFORNIA, DESCRIBED AS FOLLOWS:

PARCEL 1:

LOT 13-1 AS SAID LOT IS SHOWN AND SO DESIGNATED ON FINAL MAP NO. 8369,

RECORDED DECEMBER 24, 2014, IN BOOK FF OF SURVEY MAPS, PAGES 43-49,

INCLUSIVE, IN THE OFFICE OF THE RECORDER OF THE CITY AND COUNTY OF SAN

FRANCISCO.

EXCEPTING THEREFROM ALL OIL, GAS, OIL SHALE, COAL, PHOSPHATE, SODIUM,

GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS CONTAINED IN SAID LANDS,

TOGETHER WITH THE RIGHT TO DRILL FOR AND EXTRACT SUCH DEPOSITS OF

OIL AND GAS, OR GAS AND TO PROSPECT FOR, MINE AND REMOVE SUCH

DEPOSITS OF OTHER MINERALS FROM SAID LANDS AND TO OCCUPY AND USE SO

MUCH OF THE SURFACE OF SAID LANDS AS MAY BE REQUIRED THEREFORE,

UPON COMPLIANCE WITH THE CONDITIONS AND SUBJECT TO THE PROVISIONS

AND LIMITATIONS OF CHAPTER 5, PART 1, DIVISION 6 OF THE PUBLIC

RESOURCES CODE, AS RESERVED BY THE STATE OF CALIFORNIA IN THAT

CERTAIN DEED RECORDED NOVEMBER 30, 1960, AS INSTRUMENT NO.J 38136,

BOOK A 197, PAGE 242, OFFICIAL RECORDS.

FURTHER EXCEPTING THEREFROM ALL SUBSURFACE MINERAL DEPOSITS,

INCLUDING OIL AND GAS DEPOSITS, TOGETHER WITH THE RIGHT OF INGRESS

AND EGRESS ON SAID LAND FOR EXPLORATION, DRILLING AND EXTRACTION OF

SUCH MINERAL, OIL AND GAS DEPOSITS AS EXCEPTED AND RESERVED BY THE STATE OF CALIFORNIA IN THAT CERTAIN ACT TO THE LEGISLATURE ('THE

BURTON ACT") SET FORTH IN CHAPTER 1333 OF THE STATUTES OF 1968AND

AMENDMENTS THERETO AND UPON TERMS AND PROVISIONS SET FORTH

THEREIN.

APN: LOTOOl, BLOCK 8812

4830-5664-084 l.6

PARCEL 2:

NON-EXCLUSIVE EASEMENTS FOR (i) PEDESTRIAN AND VEHICULAR ACCESS

OVER A PRIVATE DRIVEWAY AND (ii) CONNECTION TO UTILITY FACILITIES, ALL

AS ESTABLISHED BY THE EASEMENT AGREEMENT RECORDED AUGUST _____ , 2017 AS INSTRUMENT NO. __________________ , IN THE OFFICE OF THE RECORDER

OF THE CITY AND COUNTY OF SAN FRANCISCO.

PARCEL 3:

PERPETUAL EXCLUSIVE EASEMENT FOR USE OF COMMON AREAS, ACCORDING TO (I) THE SHARED USE AGREEMENT RECORDED MARCH 6, 201 SAS INSTRUMENT

NO. 2015--K030467--00; (11) THE AMENDED AND RESTATED SHARED USE

AGREEMENT RECORDED FEBRUARY 29, 2016AS INSTRUMENT NO. 2016 K208973; AND (Ill) THE SECOND AMENDED AND RESTATED SHARED USE AGREEMENT

DATED AUGUST _____ , 2017 BY AND AMONG ALICE GRIFFITH PHASE I, L.P.; ALICE

GRIFFITH PHASE 2, L.P.; ALICE GRIFFITH PHASE 3A, L.P.; ALICE GRIFFITH PHASE 3B, L.P.; AND ALICE GRIFFITH PHASE 4, L.P.; RECORDED AUGUST _____ , 2017 AS INSTRUMENT NO. _______________ IN THE OFFICE OF THE RECORDER OF THE CITY

AND COUNTY OF SAN FRANCISCO.

A-2 4830-5664-084 l.6

EXHIBITB

FORM OF PROMISSORY NOTE

[ATTACHED]

4830-5664-084 l.6

$14,450,000

PROMISSORY NOTE (Series 2017C Ncte)

August 9, 2017

FOR VALUE RECEIVED, the undersigned ALICE GRIFFITH PHASE 4, L.P., a California limited partnership ("Bcnavver"), having an address at 720 Olive Street, Suite 2500, St. Louis, Missouri 63101, prorrises to pay to the order of THE CITY AND COUNTY OF SAN FRANCISCO, CALIFORNIA, a municipal corporation and charter city and county duly organized and validly existing under the City Charter and the Constitution and the laws of the State of California (together with its successors and assigns, the "Issuer"; the Issuer and each subsequent transferee and avvner of this Series 2017C Ncte, whether taken by endorsement or ctherwise, being successively called the "Holder"), cjo U.S. Bank National Association, a national banking association (the "Trustee''), or at such cther place as may be designated in writing by the Hdder of this Ncte, the pincipal sum of Fourteen Million Four Hundred Fifty Thousand Ddlars ($14,450,000), or so much thereof as rray be advanced pursuant to the Loan Agreement and outstanding, which sum shall be payable in lawful money of the United States of America, together with interest on the unpaid Principal Balance computed from the date of each advance of any announts hereunder unti I paid calculated in the manner hereinafter set forth, and paid in the manner hereinafter set forth, as fol I cws:

A. During the Construction Term, interest on the Principal Balance calculated in the manner set forth belcw shall be due and payable on each Payment Date commencing on September 1, 2017 and continuing on each Payment Date until the Principal Balance shall be paid in full. The entire Principal Balance, together with all interest accrued and unpaid thereon and al I other sums due under this Note shal I be due and payall e on the First Maturity Date, unless extended pursuant to Paragraph B next follavving.

B. Pravided that (i) the Extension Conditions have been satisfied and (ii) the Borravver pravides the Hdder and the Majority Owner with at least thirty (30) but nct more than ninety (90) days' nctice prior to the First Maturity Date, the rraturity of this Ncte will be extended from the First Maturity Date to the Second Maturity Date. If the term of this Note is extended as pravided in this Paragraph B, the entire Principal Balance, together with all interest accrued and unpaid thereon and al I other sums due under this Note, shal I be due and al I payable on the Second Maturity Date, unless extended pursuant to Paragraph C next fd lavvi ng.

C. Pravided further that (i) the Extension Conditions have been satisfied and (ii) the Borravver pravides the Hdder and the Majority Owner with at least thirty (30) but nct more than ninety (90) days' nctice prior to the Second Maturity Date, the rraturity of this Note will be extended from the Second Maturity Date to the Thi rd Maturity Date, uni ess extended pursuantto Paragraph D next follavving.

D. Pravided the Conversion Conditions have been satisfied, the rraturity of this Ncte will be extended to the Permanent Term Maturity Date. If the term of this Note is extended to

ll

the Permanent Term Maturity Date, the entire p-incipal balance, together with all interest accrued and unpaid thereon and al I other sums due under this Note, shal I be due and payable on the Permanent Term Maturity Date.

E. Unless otherwise agreed to, in writing, or otherwise required by applicable lctvV, payments on this N cte shal I be applied first to accrued, unpaid interest, then to principal, and any remaining amount to any unpaid cdlection costs, late charges and other charges, prcwided, hcwever, upon an Event of Default, Majority Owner reserves the right to apply payments among p-incipal, interest, late charges, collection costs and other charges at its sole discretion. Any p-epayments shal I be applied to the indebtedness cwi ng hereunder in such order and manner as Majority Owner from time to time deternines in its sole discretion. The amount of the Principal Balance of this Note outstanding from time to time as shewn on the records of Majority Owner shall be conclusive absent manifest error as to such amount.

Exce[X to the extent exp-essly limited by the Indenture or the Loan Agreement, all determinations to be made by Holder underthis Ncte shall be made by Majority Owner.

F. If any payment under this N cte is due and payable on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and any such extension of ti me shal I be included in the computation of the payment of interest on this N cte. A 11 payments of principal and interest under this N cte shal I be made without deduction of any p-esent or future taxes, I evi es, imposts, duties, fees, assessments, wi thhol dings or other charges, which amounts shall be paid by Borrcwer, and without any other setoff (except for payments made) or counterclaim of any kind.

G. Interest calculated under this Note shall be calculated (i) during the Construction Term on the basis of a 360 day year, for the actual number of days elapsed and (ii) during the Permanent Term on the basis of a 360 day year containing twelve ( 12) months of thirty (30) days each.

H. In addition to the p-cwisions herein before and hereinafter set forth, this Ncte is suqject to o[Xional and mandatory p-epayment, in whole or in part, upon the same terms and con di ti ons, and on the same dates and at the same p-epayrnent pri ces, and subject to the same linitations as the Bonds are subject to o[Xional mandatory redem[Xion under the terms of the Indenture and the Bond Purchase Agreement, and in connection therevvith, payments shall be made by the B orrcwer hereunder in respective of the Loan at such ti me and in such amounts as are sufficient to pay, when due (whether at stated maturity, upon a redem[Xion before maturity, upon acceleration or otherwise) p-i nci pal and preni um, if any, purchase p-i ce and interest on the Bands at any ti me outstanding. The B orrcwer shal I al so pay fees and expenses, rebate amounts, i ndemni fi cation amounts, as wel I as any other amounts due under the Loan Agreement when due and in accordance with the terms and p-cwisions thereof.

1. Definitions. The fdlcwing terms as used in this Note shall have the fdlcwing meanings:

2

The term "Addendum' means the Addendum to Promissay Ncte (Series 2017C N cte) attached hereto.

The term "Adjusted LIB O Rate" means with respect to any E urodd I ar B orrOvVi ng for any Interest Period, an interest rate per annum (rounded ur:wards, if necessary, to the next one-sixteenth of one percent) equal to (a) the LIBO Rate for such Interest Period multiplied 0\/ (b) the Statutay Reserve Rate.

The term "Adjusted One Month LIBO Rate'' means an interest rate per annum equal to the sum of (i) 2.5% per annum fl us (ii) the Adjusted LIB O Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day); p:avided, that, for the avddance of doulX, the Adjusted LIBO Rate for any day shall be based on the rate appearing on Reuters Screen LIBOR0l Page (or any successor or substitute page) at approximately 11 :00 am. London time on such day; prCNided further that if the LI BO Screen Rate at which ti me shal I be I ess than zero, such rate shal I be deemed to be zero for the purposes of this Note.

The term "Applicable Rate'' means (i) the Construction Term Fixed Rate from and including the date of this Note and continuing to the Conversion Date, and thereafter (ii) the Permanent Term Fixed Rate, prCNided, hOvVever, that in the event of a Deterrrination of Taxability the term "Applicable Rate" shall mean during the Construction Term the Construction Term Taxable Fixed Rate and during the Permanent Term the Permanent Term Taxable Fixed Rate.

The term "Bond Loan Agreement" means a certain Loan Agreement dated as of August 1, 2017 among the Issuer, the Trustee and the BorrOvVer, as the same may be modified, amended or rep aced from ti me to ti me.

The term" Bond Purchase Agreement'' means the Bond Purchase Agreement 0\/ and among the Majority Owner, CCR C and the B orrOvVer dated as of August 1, 2017.

The term "B orrcwi ng" means a portion or portions of the Loan, of the same Type, made, converted or continued on the same date and, in the case of Euroddlar Borrcwings, as to which a single I nterest Period is in effect.

The term "Business Day'' means any day that is nct a Saturday, Sunday or other day on which commercial banks in Nevv York City, Nevv York and banks located in the city in which the principal office of the Trustee is I ocated are required or authorized O)I I aw to remain closed and on which the Nevv York Stock Exchange is not closed.

The term "CB Floating Rate" means a per annum rate equal to the Prime Rate; p:avided, thatthe CB Floating Rate shall never be less than the Adjusted One Month LI BO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day). Any change in the CB Floating Rate due to a change in the Prime Rate or the Adjusted One Month LIBO Rate shall be effective from and including the

3

effective date of such change in the Prime Rate or the Adjusted One Month LIBO Rate, respectively.

The term "CBFR" when used in reference to any Loan or BorrOvVing, refers to whether such Loan, or the Loans comp-i si ng such B orrcwi ng, are beari ng i nterest at a rate determined b,t reference to the CB Fl rating Rate.

The term "CCRC" means California Community Reinvestment Corporation, a California nonprofit pull ic benefit corporation.

The term "Change in Law" means the occurrence afterthe date of this Nete, of any of the fdlOvVing: (i) the adq:Xion or taking effect of any law, rule, regulation or treaty, (ii) any change in any lctvV, rule, regulation or treaty or in the interr:;retation or ar:pication thereof b,t any GOJernmental Authority after the date of this Note, or (iii) compiance b,t the Majority Owner (or for purposes of Section 7, b,t any I ending office of the M aj ori ty Owner or the M aj ori ty Owner' s hdding company) with any request, guideline or drective (whether or net having the force of law) of any GOJernmental Authority made or issued after the date of this Nete; p-avided, hcwever, that nctwithstanding anything herein to the contrary, (x) the Dodd-frank Wall Street Reform and Consumer Pretection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therevvith shall be deemed to be a "Change in Law", regardless of the date enacted, adopted or issued, and (y) al I requests, rules, guidelines or directives p-omul gated b,t the Majority Owner for International Settlements, Basel Comrrittee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to B asel 111, shal I i n each case be deemed a "Change i n L ctvV" regardless of the date enacted, ador:ted, issued or imp emented.

The term "Cd lateral" has the meaning given to such term in Section 14 of this Nete.

The term "Construction Term'' means the period beginning on the date of this Nete and ending on (i) if the Conversion Conditions have been satisfied, the date specified as the Conversion Date in the Majority Owners Conversion Netice and (ii) if the Conversion Conditions have net been satisfied, the Construction Term Maturity Date.

The term "Construction Term Fixed Rate'' means _______ % per annum, pr0.tided, hcwever, upon the Construction Term Rate Conversion Date, the "Construction Term Fixed Rate" shall mean the Tax Exemr:t E urcddlar Rate, unless pursuant to the terms of Sections 4 or 5 of this Nete Euroddlar BorrOvVings are at any time not availalle, then the Tax Exempt CB Fl rating Rate.

The term "Construction Term Maturity Date" means the First Maturity Date, p-avided, hOvVever, if the extension condtions have been satisfied, the term "Construction Term Maturity Date'' shall mean the Second Maturity Date orthe Third Maturity Date, as ar:picalle.

The term "Construction Term Rate Conversion Date'' means August 9, 2019 if the Conversion Date has not occurred b,t such date and the First Maturity Date has been extended to the Second Maturity Date in accordance with the terms hereunder.

4

The term "Cmstruction Term Taxable Fixed Rate" means _______ % per annum, p-avided, hcwever, upon the Cmstructim Term Rate Cmversim Date, the term "Constructim Term Taxable Fixed Rate'' shall mean the Taxal:fo Eurodollar Rate, unless pursuant to the terms of Sections 4 or 5 of this Ncte Eurodollar BorrOvVings are at any time nct available, then the Taxable CB Floating Rate.

The term "Cmversim Cmditims" shall have the meaning sp:cified in the Bond Purchase Agreement.

The term "Cmversim Date" means the date m which the Loan cmverts from the Cmstructim Term to the Permanent Term as sp:cified by Majority Owner in itscmversion nctice.

The term "Debt" means al I p-i nci pal, interest, additional interest and cther sums of any nature whatsoever which may or shal I become due to Holder or Majority Owner in accordance with the prCNisims of this Ncte, the Bmds, the Deed of Trust, the Bond Loan Agreement or the Other Loan Documents.

The term "Deed of Trust" means a certain Construction and Permanent Leasehold Deed of Trust, Security Agreement, Assignment of Leases And Rents and Fixture Filing dated as of August 1, 201 7 given by B orrcwer to Issuer and assigned to the Trustee to secure payment of this Ncte, encumbering certain p-emises located in San Francisco County, California, commonly kncwn asAlice Griffith Phase 4Apartments Prqject as more particularly described therein (the "Property''), and intended to be duly recorded in said County, and any and all modificatims, amendments, extensi ms, renewals, restatements, consolidations, replacements and increases thereof.

The term "Default Rate" means the I ewer of (a) p-ior to the Cmversim Date the IOvVer of (i) three percent (3.0'/o) in excess of the then current interest rate payable underthis Ncte, or (ii) twelve percent (12.0'/o) per annum and (b) after the Conversim Date (i) five percent (5.0'/o) in excess of the then-current interest rate payable underthis Note or as may be ctherwise modified in the Ncte Addendum, or (ii) twelve percent (12.0'/o) per annum; prCNided that such rate may nct exceed the maximum rate allcwed by lctvV.

The term "Deterrrinatim of Taxablity" shall have the meaning specified in the Disbursement Agreement.

The term "Disbursement Agreement'' means a certain Cmstruction Disbursement and Permanent Loan Agreement dated the date hereof entered into between Majority Owner and Borrcwer pursuant to the prCNisims of which the Loan shall be advanced, as the same may be modi fi eel, amended or rep aced from ti me to ti me.

The term "E urodol I ar" when used in reference to any B orrcwi ng ( other than a CBFR BorrOvVing), refers to whether such BorrOvVing is bearing interest at a rate determined by reference to the Adjusted LI BO Rate.

The term "Event of Default" means any default or events of default described in Section 18 of this Ncte.

5

The term "Extension Conditions'' shall have the meaning ascribed to such term in the Disbursement Agreement.

The term "First Maturity Date'' means August 9, 2019.

The term "Gcwemmental Authority'' means the Gavemment of the United States of America, any cther nation or any other political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, I egi sl ative, j udi ci al, taxing, regulatory or administrative pcwers or functions of or pertaining to gavernment.

The term "Indenture" means the Trust Indenture dated as of August 1, 2017 between the I ssuer and the Trustee.

The term "Index" means the monthly average yield on United States Treasury Securities, as rerxirted lJy the Federal Reserve Board in Federal Reserve Statistical Release No. H.15 (519), having a ten (10) year maturity, adjusted to a constant maturity, and as availal:fo forty five (45) days p-ior to the date upon which the interest rate on this Note is to be set pursuant to the terms hereof. If the pullication of Federal Reserve Statistical Release No. H.15 (519) is discontinued, CCRC shall determine an equivalent standard from ancther source selected lJy CCRC, including any index then used lJy Fannie Mae or cther secondary market purchasers of I oans such as the Loan. In the event that no yield is pullished on a U.S. Treasury Security having a ten-year maturity, then the nearest equivalent Treasury Security may be selected at CCR C's scle discretion.

The term "Interest Period' means with respect to any Eurodollar BorrOvVing, the period commencing on the date of such BorrOvVing and ending on the numerically corresponding day in the calendar month that is one month thereafter, pravided that (i) if any Interest Period would end on a day other than a Business Day, such I nterest Period shal I be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such I nterest Period shal I end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shal I end on the I ast Business Day of the I ast calendar month of such I nterest Period. For purrxises hereof, the date of a BorrOvVing initially made shall be the date on which such BorrOvVing is made and, thereafter shall be the effective date of the most recent conversion or continuation of such B orrOvVi ng.

The term "I nterrxilated Rate'' means, at any ti me, for any interest period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined lJy Majority Owner (which determination shall be conclusive and anding absent manifest error) to be equal to the rate that results from interpolating on a I inear basis between: (a) the LI BO Screen Rate for the longest period (for which the LI BO Screen Rate is availalle) that is shorter than the Impacted Interest Period and (b) the LI BO Screen Rate for the shortest period (for which the LI BO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time.

6

The term "LIBO Rate" means the Lmdm interbank offered rate administered 0\/ the ICE Benchmark Administratim (or any cther Person that takes aver the administratim of such rate for U.S. Doi I ars) for a me mmth period as di spayed on pages LI B OR a or LIB OR 02 of the Reuters Screen or, in the event such rate does nct appear m a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected 0\/ Majority Owner from ti me to ti me in its reasonable di screti m (in each case, the "LIB O Screen Rate") at approximately 11:00 am., London time, two (2) Business Days prior to the commencement of such interest period; prcwided, that, if any LI BO Screen Rate shall be less than zero, such rate shal I be deemed to be zero for purposes of this Note and pravi ded, further, if the LIB O Screen Rate shall not be available at such time for such interest period (an "Impacted Interest Period"), then the LI B O Rate shal I be the I nterpol ated Rate, pravi ded, that, if any I nterpol ated Rate shal I be I ess than zero, such rate shal I be deemed to be zero for purposes of this Note.

The term " Loan" means the Loan i n the aggregate pri nci pal amount of up to $14,450,000 to be advanced in accordance with the prcwisims of the Loan Agreement, which loan is evidenced 0\/ this Ncte and secured 0\/ the Deed of Trust and the Other Loan Documents.

The term" Loan Agreement" means, col I ectively, the Bond Loan Agreement and the Disbursement Agreement.

The term, "Majority Owner" means JPMorgan Chase Bank, N.A. a national banking association, together with its successors and assigns in the capacity as Majority Owner under the Indenture.

The term "Ncte" means this Promissory Note as may be modified, amended or rep aced from ti me to ti me.

The term "Other Loan Documents'' means all and any of the documents cther than this Note, the Deed of Trust or the Loan Agreement, new or hereafter executed 0\/ Borrcwer or cthers, and 0\/ or in favor of the Issuer, Trustee or Majority Owner, which wholly or partially secure or guarantee payment of this Ncte, or which ctherwise pertain to the Loan, as the same may be modified, amended or repaced from time to time, exce[X that the Envirmmental Indemnity Agreement delivered to Majority Owner, Issuer and Trustee in cmnectim with the Loan is nct one of the Other Loan Documents.

The term "Participant" has the meaning given to such term in Sectim 13 of this Ncte.

The term "Payment Date" means the first (1st) day of each mmth.

The term "Permanent T errri' means the term commencing on the Conversi m Date and ending on the Permanent Term Maturity Date.

The term "Permanent Term Fixed Rate" means the interest rate of 4.7"/o per annum if the Conversim Date occurs on or before March 1, 2020 (the "Rate Lock Termination

7

Date") or, if the Conversion Date occurs after the Rate Lock Terrrination Date in accordance with any extension of the Construction Term Maturity Date as may be agreed upon by Majority Owner and CCRC, the interest rate determined as of ten (10) days priorto the Conversion Date of the greater of (a) 4. 7% and (b) the percentage obtained by adding 2.6S% to the Index, pravided hcwever, that in no event shall the Permanent Term Fixed Rate exceed 12% per annum or the maximum rate permitted by law.

The term "Permanent Term Maturity Date" means the twentieth (20:h) anniversary of the first day of the month fdlcwing the Conversion Date.

The term "Permanent Term Taxable Fixed Rate'' means the rate of 4.7"/o per annum.

The term "Prepayment Premium' means the charge calculated under Section 1 of the Addendum

The term "Prime Rate'' means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate at its office at 270 Park Avenue, Nevv York, Nevv York; each change in the Prime Rate shal I be effective from and including the date such change is publicly announced as being effective. The Prime Rate is a reference rate and is nct necessarily the I cwest rate.

The term "Principal Balance" means the outstanding principal balance of this N cte from ti me to ti me.

The term "Second Maturity Date'' means February 9, 2020.

The term "Statutory Reserve Rate'' means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one mi nus the aggreg3.te of the maximum reserve percentages (including any margnal, special, emergency or sur:p emental reserve) expressed as a decimal established by the Board of G OJernors of the Federal Reserve System to which the Majority Owner is suqject, with respect to the Adjusted LI BO Rate, for eurocurrency funding (currently referred to as" Eurocurrency Liabilities'') in Regulation D of the Board. Such reserve percentages shall include those imposed pursuant to such Regulation D. The Loan shall be deemed to constitute eurocurrency funding and to be suqject to such reserve requirements without benefit of or credit for proration, exem[Xion or offsets that may be available from time to time under Regulation D or any comparable regulation. The Statutory Reserve Rate shal I be ac:Jj usted automatically as of the effective date of any change in any reserve percentage.

The term "Taxable CB Floating Rate" means the CB Fl rating Rate minus ____ %.

The term "Taxable E urodd I ar Rate'' means with respect to the relevant Interest Period, a per annum rate equal to the applicable Adjusted LI BO Rate pus 2.24'/o.

The term "Tax Exem[X CB Floating Rate" means the CB Flrn.ting Rate rrinus ____ %.

8

The term "Tax Exemr:t Eurodollar Rate" means with respect to the relevant Interest Period, a ~r annum rate equal to the awlical:fo Adjusted LI BO Rate pus 1.50'/o.

The term "Third Maturity Date'' means August 9, 2020.

The term "Trustee'' means the ~rson designated as Trustee underthe Indenture.

The term "Type'' when used in reference to any BorrOvVing follOvVing the Construction Term Rate Conversion Date, refers to whether the rate of interest on such BorrOvVi ng is determined by reference to the E urodd lar or the CB FR.

Any captalized terms not ctherwise defined herein shall have the meanings ascri~d to such terms in the Disbursement Agreement

2. Payments During Construction Term. During the Construction Term, interest on the principal balance calculated at the Applicable Rate shal I ~ due and payable on each Payment Date commencing on Septem~r 1, 2017 and continuing on each Payment Date thereafter unti I the principal balance shal I ~ paid in ful I.

3. Payments During Permanent Term. Pravided the Conversion Conditions have ~en satisfied and the maturity of this Note shall have ~en extended to the Permanent Term Maturity Date, upon the Conversion Date, BorrOvVer shall make a payment of interest only at the Applicable Rate for interest due in advance from the Conversion Date to the first day of the month follOvVing the Conversion Date. For the ~riod ~ginning on the first day of the month follcwing the Conversion Date and continuing on each Payment Date thereafter throughout the balance of the Permanent Term, the BorrOvVer shall pay equal monthly installments of principal and interest in arrears in the amount which would fully amortize the unpaid Principal Balance of the Loan as of the Conversion Date at the Applical:le Rate CNer a twenty (20) year ~riod. On the Permanent Term Maturity Date, the entire principal balance hereunder, together with all accrued unpaid interest thereon, shal I ~ due and payable.

4. Construction Term BorrOvVinqs. Commencing upon the Construction Term Rate Conversion Date and continuing forthe remainder of the Construction Term:

(a) the outstanding Principal Balance of the Loan shall convert to a E urodd I ar B orrOvVi ng.

(b) Each BorrOvVing subsequent to the foregoing conversion, (i) if at the end of the Interest Period applicable to the previous Eurodollar BorrOvVing(s), shall ~ a Euroddlar BorrOvVi ng, and (ii) if not at the end of the Interest Period awlicable to the previous Eurodollar B orrOvVi ng(s), shal I ~ a CB FR B orrcwi ng.

( c) Any CB FR B orrcwi ng shal I ~ converted to a E urodd I ar B orrOvVi ng having a one month I nterest Period upon the commencement of the next one month I nterest Period next succeeding any such CBFR BorrOvVing.

9

( cl) Unless such B cnavvi ng is repaid as pravi ded herein, at the end of such Interest Period such Borrcwing shall be renewed as a Eurodollar Borravving having the same Interest Period as the E urodol I ar B orravvi ng the I nterest Period of which has just expired ( uni ess such renewal would result in an Interest Period ending after the maturity date of this Note, in which case such B orravvi ng shal I be converted to a CB FR B orravvi ng).

5. Construction Term Alternate Rate of Interest. If prior to the Interest Period beginning on Construction Term Rate Conversion Date or the commencement of any subsequent Interest Period for a E urodd I ar B orravvi ng:

(a) the Majority Owner determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

(b) the Adjusted LIBO Rate for such Interest Period will not adequately and fai rl y ref I ect the cost to the M aj ori ty Owner of maki ng or mai ntai ni ng the B orravvi ng for such Interest Period;

then the Majority Owner shal I give ncti ce thereof to the B orravver by telephone or facsi mi I e as prom[Xly as practical thereafter and, until the Majority Owner notifies the Borravver that the circumstances giving rise to such notice no longer exist (i) any request to convert any Borravving to, or continue any Borravving as, a Eurodollar Borravving shall be ineffective, and (ii) any request for a new Eurodollar Borravving shall be made as a CB FR Borravving.

6. Prepayment.

(a) This Note may nct be prepaid in whole or in part during the first fifteen (15) months of the Construction Term. Thereafter, during the Construction Term B orravver may, upon ten (10) days' prior written nctice to the Issuer, the Trustee and the Majority Owner, prepay the Loan without premium or penalty, pravided, hcwever, so long as the Bond Purchase Agreement is in effect, any such redemption of the Bonds and the corresponding amount and any such prepayment shall nct reduce the Principal Balance belcw $7,000,000 unless such prepayment is (i) with the prior consent of the Majority Owner and CCRC, or (ii) there is a partial redemption of the Bond pursuant to the terms of the Bond Purchase Agreement.

(b) On the Conversion Date, the Borrcwer shall be obligated to prepay the Loan sothatthe unpaid Principal Balance is $7,000,000.

(c) During the Permanent Term, the Borravver may prepay the Loan only if, and to the extent on the terms and subject to the conditions set forth in the Addendum to this Ncte.

7. Change in LctvV.

(a) If any Change in Law shal I:

10

(i) imrx:ise, modify IT deem awlicable any reserve, special deposit or similar requirement (including any compulsory loan requirement, insurance charge or cther assessment) against assets of, derx:isits with IT for the account of, or credit extended l:Jy, the Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate);

(ii) imrxise on the Lender or the London interbank market any other condition, cost or expense (other than Taxes, i.e., all present or future taxes, levies, i mrx:ists, duties, deductions, withhd dings (including back up withhd dings), assessments, fees IT cther charges imrx:ised lJy any GOJernmental Authority, (including any interest, additions to tax or penalties awlicable thereto) affecting this Note or Loans made lJy the Lender; or

(iii) subject the Lender to any taxes on its loans, loan principal, letters of credit, commitments, IT other obligations, or its derx:isits, reserves, cther liabilities or cap tal attributable thereto;

and the result of any of the fITegd ng shal I be to i ncrease the cost to the M aj ai ty Owner of malki ng IT rmintaining any Euroddlar BITrcwing (IT of rmintaining its obligation to malke any such B ITrcwi ng) or to i ncrease the cost IT to reduce the amount of any sum received IT receivable lJy the MajITity Owner (whether of principal, interest IT ctherwise), then the BITrcwer will pay to the MajITity Owner such additional amount or amounts as will compensate the Majority Owner fIT such addi ti anal costs i ncurred IT reduction suffered.

(b) If the Majority Owner determines that any Change in LctvV regarding captal requirements has IT would have the effect of reducing the rate of return on the MajITity Owner's captal IT on the capital of the MajITity Owner's hdding company, if any, as a consequence of this Ncte IT the Loan made lJy the Majaity Owner to a level belcw that which the Majaity Owner or the MajITity Owner's holding company could have achieved but fIT such Change in Law (talking into consideration the MajITity Owner's pdicies with respect to captal adequacy), then from time to time the BITrcwer will pay to the Majority Owner, such additional amount or amounts as will compensate the MajITity Owner IT the MajITity Owner's hdding company for any such reduction suffered.

(c) A certificate of the MajITity Owner setting forth the amount IT amounts necessary to compensate the Majority Owner or its hdding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrcwer and shall be conclusive absent manifest errIT. The Borrcwer shall pay the MajITity Owner, the amount shewn as due on any such certificate within ten (1 O) days after recei[X thereof.

(cl) Failure or delay on the part of the MajITity Owner to demand compensation pursuant to this Section shall nct constitute a waiver of the Majaity Owner's right to demand such compensation; pravi ded that the Borrcwer shal I nct be required to compensate the M ajITity Owner pursuant to this Section fIT any increased costs or reductions incurred more than 270 days priorto the date that the MajITity Owner nctifies the BITrcwer of the Change in Law giving rise to such increased costs or reductions and of the M ajITity Owner's intention to claim compensation therefIT;

11

p-avided further that, if the Change in LctvV giving rise to such increased costs or reductions is retroactive, then the 270-day ~ri od referred to ai::x:Ne shal I ~ extended to include the ~ri od of retroactive effect thereof.

8. Break Funding Payrrents. Fdlcwing the Construction Term Rate Conversion Date and for the remainder of the Construction Term, in the event of (a) the payrrent of any p-i nci pal of a Euroddlar BorrOvVing cther than on the last day of an Interest Period appical:le thereto (including as a result of an Event of Default), (b) the conversion of any Euroddlar Borrcwing otherthan on the last day of the Interest Period appical:le thereto, or (c) the failure to borrcw, convert, continue or p-epay any Eurodollar Borrcwing on the date s~ified in any nctice delivered pursuant hereto, then, in any such event, the Borrcwer shall com~nsate the Majority Owner for the loss, cost and ex~nse attributable to such event In the case of a E urodd I ar B orrOvVi ng, such I oss, cost or ex~nse to the Majority Owner shall ~ deemed to include an amount deterrrined 0\/ the Majority Owner to ~ the excess, if any, of (i) the amount of interest which would have accrued on the p-incipal arrount of such Borrcwing had such event nct occurred, at the Adjusted LIBO Rate that would have been w i call e to such B orrcwi ng, for the ~riod from the date of such event to the I ast day of the then current Interest Period therefor (or, in the case of a failure to borrcw, convert or continue, for the ~riod that would have ~en the Interest Period for such BorrOvVing), CNer (ii) the amrunt of interest which would accrue on such p-i nci pal amount for such ~ri od at the interest rate which the Majority Owner would b d were it to b d, at the comrrencerrent of such ~ri od, for dol I ar deposits of acomparalle amrunt and ~riod from cther banks in the euroddlar market. A certificate of the Majority Owner setting forth any amount or amounts that the Majority Owner is entitled to receive pursuant to this Section shal I ~ delivered to the Borrcwer and shall ~conclusive absent manifest error. The B orrcwer shal I pay the Majority Owner the arrount shOvVn as due on any such certi fi care within ten (1 O) days after recei[X thereof.

9. Electronic Nctices.

(a) Nctices of prepayrrents under Section 6 may ~ made 0\/ electronic communication (including e-mai I and internet or i ntranet websites) pursuant to p-ocedures app-CNed 0\/ the Majority Owner during the Construction Term and CCRC during the Permanent Term. Such appraval may ~ Ii mited to particular nctices or communications.

(b) Unless Majority Owner during the Construction Term and CCRC during the Permanent Term ctherwise prescri~s, (i) nctices and cther communications sent to an e-mail address shal I ~ deerred received upon the sender's recei rx of an acknOvVI edgrrent from the intended recipient (such as 0\/ the "return receipt requested" function, as availalle, return e-mail or cther written ackncwledgrrent); prCNided that if such nctice or cther communication is nct sent duri ng the normal business hours of the reci fl ent, such notice or communication shal I ~ deerred to have been sent at the ~ning of business on the next Business Day forthe recipient, and (ii) nctices or communications posted to an internet or intranet website shall ~ deerred received upon the " receipt" 0\/ the i ntended reci fl ent at its e-mai I address as descri ~d i n the foregoi ng clause ( i) of nctification that such nctice or communication is availalle in identifying the website address therefor.

12

(c) Bcncwer, MajITity Owner and CCRC may change the address IT telecoper number IT e---mii I address fIT notices and other comrnuni cations hereunder by ncti ce to the cther.

10. Late Fee. During the Construction Term, if any payment required underthis Note is nct paid within ten (10) days after such payment is due, then, BITrcwer shall pay Lender a late charge equal to three ~rcent (3.0'/o) of the amount of such payment during the Construction Term and five ~rcent (5.0'/o) of the amount of such payment during the Permanent Term to com~nsate Lender for adninistrative ex~nses and cther costs of delinquent payments. During the Permanent Term, if Lender has nct received a full amount of any monthly payment by the end of ten (10) calendar days afterthe date it is due, B orrOvVer shal I pay a I ate charge to Lender in the amount of three ~rcent (3.0'/o) of the OJerdue payment during the Construction Term and five ~rcent (5.0'/o) of the amount of the averdue payment during the Permanent Term. B ITrOvVer shal I pay this I ate charge only once on any late payment. The late charge may be assessed without nctice, shall be immediately due and payal:fo and shall be in addition to all cther rights and remedies availal:fo to Lender under the Loan Agreement and under the Other Loan Documents. Any late charge payable underthi s section is in addition to any interest payable at the Default Rate.

11. Payments Generally. BorrOvVer shall malce each payment required to be made by it hereunder (whether principal, interest or fees, IT ctherwise) priorto 11 :00 am Pacific time, on the date when due, in immediately available funds, without set-off IT counterclaim. Any amounts received after such time on any date may, in the discretion of Trustee, be deemed to have been received on the next succeeding Business Day fIT purposes of calculating interest thereon. Al I such payments shal I be made to Trustee at its offices at the address set forth abave, or such ct her fl ace as may be designated by written ncti ce to B ITrcwer from or on behalf of Trustee. I f any payment hereunder shal I be due on a day that is nct a Business Day, the date for payment shal I be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shal I be payable for the ~ri od of such extension. A 11 payments made hereunder shal I be made in US dollars.

12. Indemnity.

(a) Anything in this Ncte, the Deed of Trust, the Loan Agreement IT any of the Other Loan Documents to the contrary nctwithstanding, BITrOvVer shall indemnify and hold MajITity Owner harmless and defend MajITity Owner at BITrcwer's sole cost and ex~nse against any loss or liability, cost or ex~nse (including, without limitation, reasonable attorneys' fees and disbursements of Majority Owner's counsel, whether in-house staff, retained firms IT ctherwise), and all claims, actions, procedures and suits arising out of IT in connection with:

(i) any ongdng matters arising out of this Ncte, the Deed of Trust, the Loan Agreement, any of the Other Loan Documents or the transaction contempated hereby or thereby, including, but nct Ii mited to, al I costs of appraisal IT reappraisal of al I or any prni on of any cdlateral fIT the DelX or of the granting by MajITity Owner, in its sole and absolute discretion, of any I ease non-di sturbance agreements,

13

(ii) any amendrrent to, IT restructuring of, the DelX, this Ncte, the Deed of Trust, the Loan Agreerrent IT any of the Other Loan Docurrents,

(iii) any and all lctvVful action that may~ taken b,' MajITity Owner in connection with the enfITcerrent of the pravisions of this Ncte, the Deed of Trust, the Loan Agreerrent IT any of the Other Loan Docurrents, whether IT not suit is filed in connection with the same, IT in connection with BITrcwer, any guarantIT of all IT any prnion of the DelX andftx any partner, joint venturer IT sharehdder thereof ~oming a suqject of a vduntary IT invduntary federal IT state bankrup:cy, insolvency or similar proceeding, and

(iv) any liablity to brokers, finders or similar persons andftx under any appl i cable securi ti es or bl ue sky I ctvVs.

All sums expended b,' Lender or MajITity Owner on account of any of the fITegoing shall ~ reimbursable on demand, and unti I rei rnbursed b,' B orrOvVer pursuant hereto, shal I ~ deemed additional principal evidenced hereb,' and shall ~ interest at the default interest rate set fcrth ~ICM'. The oblig3.tions of BITrcwer under this Section shall, nctwithstanding any exculpatory IT cther prcwisions of any nature whatsoever which may~ set forth herein, or in the Deed of Trust, the Disburserrent Agreerrent IT the Other Loan Docurrents, constitute the personal recourse undertakings, obligations and liablities of BITrcwer and shal I ~ secured b,' the Deed of Trust.

(b) BITrOvVer shall indemnify Issuer and Majority Owner against any loss or expense that it may sustain IT incur as a consequence of any fai I ure b,' B orrOvVer to take dOvVn al I IT any prnion of the Loan on the date Borrcwer requested that the Loan~ advanced or prior to the Conversion Date, as a consequence of any default b,' BorrOvVer in the payment of any prnion of the Principal Balance of this N cte, as and when due and payable, or the occurrence of any default or Event of Default under this Note, the Deed of Trust or the Other Loan Docurrents, including, but nct limited to, any loss or expense sustained IT incurred b,' Lender and MajITity Owner in liquidating or reempoying deposits from third parties acquired to effect IT maintain a Variable Rate with respect to all or any portion of the Principal Balance hereof. Lender IT Majority Owner, as appicable, shall pravide to BorrOvVer a staterrent explaining the annount of any such I oss or expense, which staterrent shal I ~ conclusive and binding upon B orrOvVer absent manifest error.

13. Participations and Securitization.

(a) BITrOvVer ackncwledges that MajITity Owner has notified BorrOvVer that it may, after the date of this Note, sell and assign the Bond andpr interests in the Bond to such dorrestic IT fITeign banks, insurance companies, pension funds, trusts IT other institutional lenders IT other persons, parties or investors (including, but not limited to, grantIT trusts, OvVner trusts, special purpose corporations, REM IC' s, real estate i nvestrrent trusts IT cther si mi I ar or comparable investrrent vehicles) as may~ selected b,' Majority Owner in its sole and absolute discretion and on terms and conditions satisfactory to Majority Owner in its sole and absolute discretion (any such bank, insurance company, pension fund, trust or other institutional lender IT cther person, party IT i nvestIT to whom a parti ci pati on interest in the Bond is so sold and assigned is herein referred to as a "Participant"). BITrOvVer agrees that MajITity Owner may

14

p-avide any information or kncwledge Majority Owner may have about BorrOvVer or about any matter relating to the Note or the Other Loan Documents toJ PM organ Chase and Co., or any of its subsidiaries or affiliates or their successors, or to any one or more purchasers or potential purchasers of this Note orthe Other Loan Documents or to any Participant. BorrOvVer agrees and shall cause each guarantor, indernnitor or other person or party associated or connected with the Loan or the Collateral to agree that Majority Owner may at any time sell, assign or transfer one or more interests or participations in all or any part of its rights and obligations in this Ncte to one or more purchasers whether or nct related to Majority Owner. BorrOvVer grants to Majority Owner, and shall cause each guarantor, indemnitor or other person or party associated or connected with BorrOvVer, the Loan or the Collateral to grant to Majority Owner, the right to distribute on a confidential basis financial and other information concerning B orrOvVer, each such guarantor, indemnitor and cther person or party in the Collateral and cther pertinent information with respect to the Loan to any party who has purchased the Bond or an interest in the Bond or who, in Majority Owner's judgment, may have an interest in purchasing the Bond or an interest in the Bond. Any party to whom such information is distributed and who declines to purchase a parti ci pati on i nterest i n the B ond shal I be obi i gated to return to M aj ori ty Owner al I such information distributed to it without retaining any copies thereof, and Majority Owner shall use its best efforts to effect such return of al I such information from such party, it being agreed, hOvVever, that Majority Owner shal I in no event or under any circumstances have any Ii abi I ity as a result of such party's fai I ure to return al I or any portion of such information.

(b) BorrOvVer shall cooperate, and shall use reasonable efforts to cause each guarantor, indernnitor and other person or party associated or connected with the Loan or the collateral therefor to cooperate, in all respects with Majority Owner in connection with the sale of parti ci pati on interests in the Bond in the manner contemplated 0\/ this paragraph, and shal I, in connection thenwith, execute and deliver such estoppels, certificates, instruments and documents as may be reasonably requested 0\/ Majority Owner. B orrOvVer grants to Majority Owner, and shall cause each guarantor, indemnitor and other person or party associated or connected with the Loan or the collateral therefor to grant to Majority Owner, the right to distribute on a confidential basis financial and other information concerning B orrOvVer, each such guarantor, i ndernnitor and other person or party and the property encumbered 0\/ the Deed of Trust and other perti nent i nf ormati on with respect to the Loan to any party who has purchased a parti ci pati on interest in the Bond or who has expressed a serious interest in purchasing a parti ci pati on interest in the Bond. B orrOvVer shal I execute and deliver, and shal I cause each guarantor, indernnitor and other person or party associated or connected with the Loan or the collateral therefor to execute and deliver, such documents and instruments as may be necessary to split the Bond into two or more parts evidenced, secured and advanced 0\/ and pursuant to separate sets of notes, deeds of trust and cther related I oan documents to the ful I extent required 0\/ Majority Owner to facilitate the sale of participation interests in the Bond in the manner contemp ated 0\/ this Section, it being agreed that:

(i) any such splitting of the Bond wi 11 not adversely affect or di mini sh the rights of BorrOvVer as p-esently set forth in this Ncte, the Deed of Trust or the Other Loan Documents and will not increase the respective obligations and liabilities of Borrcwer or any such guarantor, indemnitor or other person or party abave those p-esently set forth in this Note, the Deed of Trust or the Other Loan Documents,

15

(ii) the deeds of trust and other documents securing the Loan as so split will have such priority of lien as may~ specified 0\/ Majority Owner.

If BorrOvVer shall default in the performance of its obligation as set forth in this Section, and if such default shall nct ~ remedied 0\/ BorrOvVer within ten (10) days after notice 0\/ Majority Owner, Majority Owner shall have the right in its discretion to cause the Debt to~ immediately due and payable.

( c) Majority Owner al so reserves the right at any ti me during the term of the Bond in its sole and absolute discretion to effect a so-called securitization of the Loan in such a manner and on such terms and conditions as Majority Owner shall deem to~ appropriate in its sole and absolute discretion and with such domestic or foreign banks, insurance companies, pension funds, trusts or other i nsti tuti anal I enders or other persons, parties or investors (including, but not limited to, guarantor trusts, cwner trusts, special purpose corporations, REM IC' s, real estate investment trusts or cther si mi I ar or comparable investment vehicles) as may~ selected 0\/ Majority Owner in its sole and absolute discretion.

(cl) The prCNisions contained in this Section 13 shall ~ subject to the terms of Exhi at B of the Indenture.

14. Secured Ncte. This Ncte is secured 0\/ the Deed of Trust and the Other Loan Documents and the cdlateral pedged, encu~red or assigned pursuant thereto (the "Collateral"). B orrcwer agrees to perform and campy with each of the terms, cCNenants and pravi si ons contained in the Deed of Trust, the Loan Agreement and the Other Loan Documents on the part of B orrcwer to~ observed or perfonned and which are hereO)I made part of this Ncte to the same extent and with the same force and effect as if they were fully set forth herein. All sums which shall or may become due and payable 0\/ B orrOvVer in accordance with the prCNi si ons of this N cte shal I under al I circumstances~ deemed to constitute additional interest on, and shall ~ evidenced 0\/ this Ncte, shall ~ secured 0\/ the Deed of Trust and the Other Loan Documents and shal I constitute part of the Debt.

15. Transfer. Upon the transfer of the Bond, Majority Owner may deliver all the Cd lateral, or any part thereof, to the transferee who shall thereupon ~come vested with all the rights herein or under appicable lctvV given to Majority Owner with respect thereto, and Majority Owner shall thereafter forever~ relieved and fully discharged from any liablity or responsiblity in the matter; but Majority Owner shall retain all rights hereO)I given to it with respect to any liabilities and such cdlateral not so transferred. Majority Owner will prCNide Borrcwer with notice of any such transfer.

16. Maximum Pernissible Rate. This Ncte is subject to the express condition that at no ti me shal I B orrOvVer ~ obi i gated or ~ requi red to pay i nterest on the P ri nci pal Balance at a rate exceeding 12% per annum or a rate which could suqject Lender or Majority Ownerto liablity as a result of ~i ng in excess of the maxi mum rate which B orrcwer is perni tted O)I I ctvV to contract or agree to pay. If 0\/ the terms of this Ncte Borrcwer is at any time required or obligated to pay interest on the Principal Balance at a rate in excess of 12% per annum or such maximum rate, then

16

the rate of interest under this N ete shal I be deemed to be immediately reduced to the I ewer of 12% per annum or such maxi mum rate, interest payable hereunder shal I be corrputed at such rate and any p-ior interest payments rrade in excess of such rate shall be ar:pied and shall be deemed to have been payments made in reduction of the Principal Balance.

17. Recourse/Non-Recourse Pravisions.

(a) Exce[X as otherwise p-avided in this Section 17, Lender agrees that, commencing with the Conversion Date and the satisfaction of the Conditions to Conversion by Borrcwer, neither Borrcwer nor any of its partners shall have any personal liability underthis Nete, the Deed of Trust, the Bond Loan Agreement, the Disbursement Agreement or any Other Loan Documents for the repayment of the DelX or for the performance of ether obi i gati ons of B orrcwer thereunder, and Lender's recourse for the satisfaction of the Debt in the performance of such obligation shall be Lender's exercise of its rights and remedies under the Deed of Trust and other Cd I ateral held by Lender as security for the Debt.

(b) Nctwithstanding the foregoing linitations, Lender shall have full recourse against B orrcwer for the ful I payment of (i) the amount of any rent or ether i ncorne from the Project that B orrcwer has fai I ed to appy first, to the payment of reasonable operating expenses ( ether than p-operty management fees that are net currently payable pursuant to the terms of an Assignment of Management Agreement and Consent and Subordination of Manager or ether agreement with Lender executed in connection with the Loan) and then to the payment of amounts that are due and payable under this Nete, exce[X that BorrOvVer will net be personally liable (x) to the extent that B orrcwer I acks the I egal right to direct the disbursement of such sums because of bankru[Xcy, receivership or sinilar judicial proceeding, or (y) with respect to rents and ether income from the Prqject that are distributed in any calendar year if Borrcwer has paid all operating expenses and amounts then due and payable under this Nete for that calendar year; (ii) any condemnation or insurance proceeds, or si mi I ar funds or payments attributable to the Prqj ect, that under the terms of the Deed of Trust, Loan Agreement or Other Loan Documents should have been paid to Lender but have not been so paid to Lender; (iii) any tenant security deposits, advances or p-epaid rents, or similar sums that have been paid to Borrcwer or held for the account of Borrcwer by any ether person or entity in connection with the operation of the Project and that have net either been ar:pied or refunded in accordance with the relevant lease or have been paid averto Lender; (iv) the amount of any loss suffered by Lender as a result of fraud or misrep-esentation by or on behalf of Borrcwer in connection with the Loan; (v) the amount of any loss suffered by Lender as a result of intentional waste or gross nismanagement by BorrOvVer; (vi) the amount of any loss suffered by Lender as a result of vidations of any gavemmental statute, rule or regulation appicable to the Project including and not by way of limitation any loss suffered by Lender arising directly or indirectly from the presence or rel ease of any hazardous or taxi c substance, material or waste on or about the Project; (vii) repayment of the DelX in the event of Borrcwer's acquisition of any property or operation of any business net permitted by Section 17 of the Disbursement Agreement; (viii) the full repayment of the DelX in the event of any transfer of any interest in B orrcwer or the general partner of B orrOvVerthat is net a Pernitted Transfer under Section 20 of the Disbursement Agreement; and (ix) reasonable attorney's fees and ether costs incurred by Lender in cdlecting any of the foregoing.

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(c) Ncthing cmtained in this Section 17 shall (i) lirrit the right of Lender to name BorrOvVer as a party defendant in any actim or suit for judicial foreclosure and sale under the Deed of Trust so I mg as no judgment in a nature of deficiency judgment shal I ~ enforced against Borrcwer; (ii) ~ deemed to~ a release or impairment in any part of the DelX evidenced 0\/ this Ncte or the lien created 0\/ the Deed of Trust or any other Cd lateral; or (iii) lirrit or ctherwise p-ejudice in anvway the rights of Lender to enforce any of its rights and remedies under this Ncte, the Deed of Trust, the Loan Agreement, or any Other Loan Documents or any guaranty of the DelX.

(cl) The p-CNisims of this Section 17 are ~rsmal of BorrOvVer and ~rrritted transferees of Pr~rty under the Deed of Trust mly, and are not transferable or assignable to any cther ~rsm or entity, and are inappicable to any cther successor or transferee of BorrOvVer which is nct a ~mitted transferee under the Disbursement Agreement, as vested or ~neficial OvVner of the Prqject, whether such cther successor or transferee assumes or takes title suqject to the Deed of Trust. As to any such cther successor or transferee, this Ncte shall ~ full recourse.

18. Events of Default. It is hereO)I expressly agreed that the entire DelX shal I ~ome immediately due and payable atthe q:Xim of Majority Owner in the event any portim thereof is nct paid within ten (10) days after the same is due and payable or m the h~ning of any default or any event 0\/ which, under the terms of this N cte, the Deed of Trust, the Loan Agreement or the Other Loan Documents, the DelX may or shall ~ome due and payable and that all of the terms, cCNenants and p-CNisims contained in the Deed of Trust, the Loan Agreement and the Other Loan Documents which are to ~ ke[X and ~rformed 0\/ B orrOvVer are hereO)I made part of this N cte to the same extent with the same force and effect as if they were fully set forth herein.

19. Default Interest. In additim to any late charges which may~ due underthis Note, upon the occurrence of any default, Borrcwer shall, unless and until such date, if any, as Majority Owner may elect, in its sole and absolute discretim, to waive, in writing, all or any portion of such interest, pay i nterest m the P ri nci pal B al ance from the date of such def au It unti I the date m which the Principal Balance then outstand ng is paid in ful I (whether ~fore or after judgment), at a rate ~r annum (calculated forthe actual nu~r of days elapsed on the basis of a 360-clay year) equal to the Default Rate. Failure to exercise any optim granted to the Lender hereunder shall nctwaive the right to exercise the same in the event of any subsequent Event of Default. Interest at the Default Rate shall commence to accrue upon the occurrence of any Event of Default, includingthe failure to pay this Note at maturity. The compment of the Default Rate that comprises a rate of interest in excess of the Appicable Rate (the "Default Compment Rate'') is intended to co~nsate Lender for administrative ex~nses and cther costs of delinquent payments made with re~ to the B md; accordingly, BorrOvVer shall pay to Lender out of interest accruing at the Default Rate the interest accruing at the Default Component Rate.

20. Authority. Borrcwer (and the undersigned representative(s) of Borrcwer, if any) rep-esents that Borrcwer has full po.,ver, authority and legal right to execute and deliver this Ncte and that this N cte constitutes a valid and b ndi ng oll i gati on of B orrcwer.

21. Joint and Several Olligatims. If Borrcwer consists of more than one party, the olligatims and liablities of each such party hereunder shall ~jdnt and several.

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22. Defined Terms. Whenever used, the singular num~r shal I include the fl ural, the fl ural the singular, and the words " Lender" , " M aj ori ty Owner" and " B orravver" shal I i ncl ude their respective successors and assigns, p-avi ded, hcwever, that B orravver shal I in no event or under any circumstance have the right, without obtaining the prior written consent of Majority Owner, to assign or transfer its obligations under this Nete, the Deed of Trust, the Loan Agreement or the Other Loan Documents, in whde or in part, to any other person, party or entity. Any such assignment must in compliance with the terms of the Bond Regulatory Agreement (as defined in the Di sb.Jrsement Agreement).

23. Headings. The headings and cap:ions of the num~red paragraphs of this Nete are for convenience of reference only and are net to~ construed as defining or liniting, in any way, the scope or intent of the p-cwi si ons hereof.

24. Enforceablity. Borravver ackncwledges that this Note and Borrcwer's d:ligations under this Note are and shall at all times continue to~ absolute and unconditional in all respects, and shal I at al I ti mes ~valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might etherwise constitute a defense to this Note and the d:ligations of Borrcwer under this Nete or the d:ligations of any ether person or party relating to this Nete or otherwise with respect to the Loan. This Nete, the Deed of Trust, the Loan Agreement and the Other Loan Documents set forth the entire agreement and understanding of Lender, Majority Owner and Borrcwer, and Borrcwer absolutely, unconditionally and irrevocably waives any and all right to assert any setoff, counterclaim or cross claim of any nature whatsoever with respect to this N ete, the Deed of Trust, the Loan Agreement and the Other Loan Documents or the d:ligations of Borravver hereunder and thereunder, or the obligations of any other person or party relating hereto and thereto or to the otligations of Borravver hereunder or thereunder or etherwise with respect to the Loan, in any action or p-oceeding brought b,' Majority Owner to collect the Debt, or any portion thereof, or to enforce, foreclose and realize upon the liens and security interests of Majority Owner in any cdlateral therefor created b,' the Deed of Trust or the Other Loan Documents (p-avi ded, hcwever, that the foregoing shal I net ~ deemed a waiver of B orrcwer' s right to assert any compulsory counterclaim maintained in a court of the United States, or of the State of Cali fomi a if such counterclaim is compel I ed under I ocal I aw or rule of p-ocedure, nor shal I the foregdng ~ deemed a waiver of Borravver's right to assert any claim which would constitute a defense, setoff, counterclaim or cross claim of any nature whatsoever against Majority Owner in any separate action or p-oceedi ng). B orravver ackncwl edges that no oral or ether agreements, con di ti ons, p-oni ses, understandi ngs, rep-esentati ons or warranties exi st with respect to thi s Note or with respect to the otligations of Borrcwer underthis Nete, excep: those specifically set forth in this Nete.

25. Waiver. B orrcwer waives p-esentrnent, demand for payment, notice of dishonor and any or all notices or demands in connection with the delivery, accep:ance, performance, default or enforcement of this Note and consents to any or all delays, extensions of time, renewals, release of any party to this N ete, the Deed of Trust, the Loan Agreement or any Other Loan Document, and of any available security therefor, to any party to this Nete, the Deed of Trust, the Loan Agreement or the Other Loan Documents or to the actual hdder thereof and any and all waivers or modifications that may~ granted or consented to b,' Lender with regard to the time of payment or with respect to any ether pravisions of this Note, the Deed of Trust, the Loan Agreement or the Other Loan

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Documents, and ag-ees that no such acti on, delay or fai I ure to act on the part of Lender shal I be construed as a waiver 0\/ Lender of, or ctherwise affect, in whole or in part, its rigitto avail itself of any remedy with respect thereto. No nctice to or derrB.lld on Borrcwer shall be deemed to be a waiver of the obligation of Borrcwer or of the right of Lender or Majority Owner to take further action without further ncti ce or derrB.lld as p-CNi ded i n thi s N cte, the Deed of Trust, the Loan Agreement or the Other Loan Documents. If B orrcwer is a partnership, the agreements herein contained shal I remain in force and awl i cable, nctwithstand ng any changes in the individuals comp-i sing the partnership, and the term "B orrcwer", as used herein, shal I include any alternate or successor partnershi ps, rut any predecessor partnershi p and thei r partners shal I nct thereO)I be released from any liab lity. (Ncthing in the foregoing sentence shall be construed as a consent to, or a waiver of, any prohibition or restriction on transfers of interests in such partnership which rnay be set forth in the Deed of Trust, the Loan Agreement or any Other Loan Document.)

26. Amendments. This Ncte rnay nct be modified, amended, changed or teminated orally, except 0\/ an agreement in writing signed 0\/ Borrcwer and Lender. No waiver of any terrn, cCNenant or p-avi sion of this Ncte shall be effective unless given in writing 0\/ Majority Owner and, if so given 0\/ Majority Owner, shall only be effective in the specific instance in which given.

27. GCNerninq Law. This Ncte is and shall be deemed entered into in the State of California and shall be gCNerned 0\/ and construed in accordance with the lctvVs of the State of California without regard to principles of conflicts of lctvVs, and no defense given or al lcwed 0\/ the laws of any state or country shall be interposed in any action or p-oceeding hereon unless such defense is either given or allcwed 0\/ the laws of the State of California

28. Venue and I urisdiction. Borrcwer agrees to surnit to personal jurisdiction in the State of California in any action or p-oceeding arising out of this Ncte. In furtherance of such agreement, B orrcwer hereO)I agrees and consents that without Ii rniti ng cther methods of ol:Xai ni ng jurisdiction, personal jurisdiction CNer Borrcwer in any such action or p-oceeding rnay be olXained wi thi n or without the j uri sdi cti on of any court I ocated i n Cali forni a and that any p-ocess or noti ce of motion or cther awication to any such court in connection with any such action or p-oceeding rnay be served upon Borrcwer 0\/ reg stered or certified mail to, or 0\/ personal service at, the last kncwn address of Borrcwer, whether such address be within or without the jurisdiction of any such court. Borrcwer hereO)I agrees that the venue of any litigation arising in connection with the indelXedness, or i n respect of any of the obi i gati ons of B orrcwer under thi s N cte, shal I , to the extent perrni tted 0\/ law, be in San Francisco County, California Pravided, hcwever, ncthing in this Ncte is intended to Ii rri t any right that M aj ori ty Owner rnay have to bri ng any suit, action or p-oceedi ng rel ati ng to rmtters arising underthis Ncte in any court of any other jurisdiction.

29. Mi scel I aneous.

(a) Every person or entity at any time liable for the payment of the indebtedness evidenced hereO)I consents to any extension of the ti me of payment hereof or cther rnodi fi cation of the terrns of payment of thi s N cte, the rel ease of al I or any part of the security heref or or the rel ease of any party liable for the payment of the indebtedness evidenced hereO)I at any time and from time to ti me at the request of anyone new or hereafter I i able therefor. Any such extension or rel ease rnay be rnade without nctice to any of such persons or entities and without discharging their liability.

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(b) The headings to the vari rus sections have been inserted for convenience of reference only and do nct define, lirrit, modify, or expand the exp-ess p-CNisions of this Ncte.

( c) Ti me is of the essence under this N cte and in the performance of every term, cCNenant and obi i gati on contained herein.

(cl) If Hdder at any ti me discCNers that this Note or any of the Loan Documents contains any error that was caused by a clerical mi stake, cal cul ati on error, computer error, printing error or similar error, Borrcwer shall, upon demand by Hdder re-execute any such documents as are necessary or app-op-iate to correct any such error and Hdder shall have no I iability to Borrcwer or any cther person or entity as a result of such error. If this Note or any of the Loan Documents are lost, stden, mutilated or destroyed and Hdder delivers to Borrcwer an indemnification agreement reasonably indemnifying Borrcwer against any loss or liability resulting therefrom, Borrcwer will execute and deliver to Holder a repacement thereof in form and content identical to the original document, which wi 11 have the effect of the original for al I purposes.

(e) All payments on this Ncte shall be made without deduction for any p-esent or future taxes, I evi es, imposts, deductions, charges or wi thhd dings ( excluding franchise taxes or United States, state or local taxation on or measured by the CNerall net income of Hdder), which arrount shal I be paid by B orrOvVer as addi ti anal i nterest. B orrcwer shal I pay the amounts necessary such that the gross arrount of principal and interest payments received by H d der is nct I ess than that required by this Note. A 11 stamp and documentary taxes shal I be paid by B orrOvVer. If, nctwithstanding the foregoing sentences, Holder pays any such taxes, Borrcwer shall reimburse Hdder for the arrount paid, if, as and to the extent such reimbursement is permitted by applicable law. Borrcwer shall furnish to Hdder official tax receip:s or cther evidence of payment of all such taxes.

(f) Borrcwer and Hdder intend that the Loan evidenced by this Ncte be exemp: from the restrictions contained in the California usury lctvV and be in strict compiance with any applicable usury lctvV. In furtherance thereof, Borrcwer and Hdder stipulate and agree that none of the terms and p-avi si ons contained in this N cte, or in any cther Loan Document executed in connection herewith, shal I ever be construed to create a contract to pay for the use, forbearance or detention of money, or interest at a rate in excess of the maxi mum interest rate perrritted to be charged by wicable lctvV. Therefore, if a crurt ultimately determines that the loan evidenced by this Ncte is nct exemp: from the California usury lctvV, or if a crurt determines that the usury law of another jurisdiction shruld be appied to the loan evidenced by this Ncte: (a) neither BorrOvVer nor any endorsers or other parties nOvV or hereafter becoming Ii able for payment of this N cte shal I ever be required to pay interest on this N cte at a rate in excess of the maxi mum interest that may be lawfully charged under wicable lctvV, and the pravisions of this Section shall contrd CNer all other p-avisions of this Ncte and any other Loan Document nOvV or hereafter executed in connection herewith; (b) if the maturity of this Note shall be accelerated for any reason or if the p-incipal of this Ncte is paid p-ior to the end of the term of this Ncte, and as a resultthereof the interest received for the actual period of existence of the loan evidenced by this Note would be unlawful, Holder shall credit the amount of such excess against the principal balance of this Ncte then outstanding; and (c) in the event that H d der ( or any other hd der of the Bond) shal I cd I ect monies which are deemed to

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cmstitute interest which would increase the effective interest rate on this Ncte to a rate in excess of that perrritted to be charged 0\/ awlicable law, all such sums deemed to cmstitute interest in excess of the I egal rate shal I be credited ag'li nst the pi nci pal balance of thi s N cte then outstandi ng.

30. Waiver of Special Damages. To the extent permitted 0\/ applicable law, Borrcwer shall nct assert, and hereO)lwaives, any claim against the Hdder and Majority Owner, on any theory of liability, for special, indirect, cmsequential or punitive damages (as opposed to direct or actual damages) arising out of, in cmnectim with, or as a result of, this Ncte or any agreement or instrument cmtemplated hereO)I, the transactims, the Loan or the use of the proceeds thereof.

31. WAIVER OF I URY TRIAL; I UDICIAL REFERENCE. EACH OF BORROWER, HOLDER AND MAJORITY OWNER (FOR ITSELF AND ITS SUCCESSORS, ASSIGNS AND PARTICIPANTS) HEREBY WAIVES, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

IN THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT IN THE STATE OF CALIFORNIA (THE "COURT") BY OR AGAINST ANY PARTY HERETO IN CONNECTION WITH ANY CONTROVERSY, DISPUTE OR CLAIM DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) (EACH, A "CLAIM") AND THE WAIVER SET FORTH IN THE PRECEDING PARAGRAPH IS NOT ENFORCEABLE IN SUCH ACTION OR PROCEEDING, THE PARTIES HERETO AGREE AS FOLLOWS:

(a) WITH THE EXCEPTION OF THE MATTERS SPECIFIED IN SECTION 31(b) BELOW, ANY CLAIM WILL BE DETERMINED BY A GENERAL REFERENCE PROCEEDING IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638THROUGH 645.1. THE PARTIES INTEND THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638. EXCEPT AS OTHERWISE PROVIDED IN THE LOAN DOCUMENTS, VENUE FOR THE REFERENCE PROCEEDING WILL BE IN THE STATE OR FEDERAL COURT IN THE COUNTY OR DISTRICT WHERE VENUE IS OTHERWISE APPROPRIATE UNDER APPLICABLE LAW.

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(b) THE FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A) NON--:JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS IN REAL OR PERSONAL PROPERTY, (B) EXERCISE OF SELF+iELP REMEDIES (INCLUDING, WITHOUT LIMITATION, SET-OFF), (C) APPOINTMENT OF A RECEIVER AND (D) TEMPORARY, PROVISIONAL OR ANCILLARY REMEDIES (INCLUDING, WITHOUT LIMITATION, WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAINING ORDERS OR PRELIMINARY INJUNCTIONS). THIS AGREEMENT DOES NOT LIMIT THE RIGHT OF ANY PARTY TO EXERCISE OR OPPOSE ANY OF THE RIGHTS AND REMEDIES DESCRIBED IN CLAUSES (A) -(D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT OF ANY PARTY TO A REFERENCE PROCEEDING PURSUANT TO THIS AGREEMENT.

(c) UPON THE WRITTEN REQUEST OF ANY PARTY, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE. IF THE PARTIES DO NOT AGREE UPON A REFEREE WITHIN TEN (10) DAYS OF SUCH WRITTEN REQUEST, THEN, ANY PARTY MAY REQUEST THE COURT TO APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(B).

(d) ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL BE CONDUCTED WITHOUT A COURT REPORTER, EXCEPT WHEN ANY PARTY SO REQUESTS, A COURT REPORTER WILL BE USED AND THE REFEREE WILL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT. THE PARTY MAKING SUCH REQUEST SHALL HAVE THE OBLIGATION TO ARRANGE FOR AND PAY COSTS OF THE COURT REPORTER, PROVIDED THAT SUCH COSTS, ALONG WITH THE REFEREE'S FEES, SHALL ULTIMATELY BE BORNE BY THE PARTY WHO DOES NOT PREVAIL,AS DETERMINED BY THE REFEREE.

(e) THE REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES. THE PARTIES HERETO SHALL BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND MAY ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA. THE REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL ISSUES IN ACCORDANCE WITH APPLICABLE STATE AND FEDERAL LAW. THE REFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZED IN A TRIAL, INCLUDING, WITHOUT LIMITATION, MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY JUDGMENT. THE REFEREE SHALL REPORT HIS DECISION, WHICH REPORT SHALL ALSO INCLUDE Fl NOi NGS OF FACT AND CONCLUSIONS OF LAW.

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(f) THE PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED BY A REFEREE AND NOT BY AJ URY.

(g) IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE PROVISIONS OF THIS SECTION AND ANY OTHER PROVISION OF THE LOAN DOCUMENTS, THIS SECTION WI LL CONTROL.

[Signature Page Follcws] Do:: #02-535381.4

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IN WITNESS WHEREOF, Bcnavver has duly executed this Ncte the day and year first abave written.

BORROWER:

ALICE GRIFFITH PHASE 4, L.P. a California Ii rrited partnership

By: ALICE GRIFFITH PHASE 4MBS GP, INC. a M i ssouri corporation its co-general partner

By: ____________ _ Yusef Freeman, Vice President

By: TABERNACLE V, LLC a Cal i forni a I i rni ted I i abi I i ty company its rnanagi ng general partner By: Tabernacle Cornrnunity Development Corporation,

a California pull ic benefit corporation its sole rnernber

By: -------------Donald E. Green, President

(Signature Page for Series 2017 Note)

ADDENDUM TO PROMISSORY NOTE (Series 2017C Ncte)

This Addendum is attached to, incorporated into and forms an integral part of, the Promissory Note (Series 2017C Note) dated August 9, 2017 made 0\/ the undersigned in favor of the THE CITY AND COUNTY OF SAN FRANCISCO, CALIFORNIA, a municipal corporation and charter city and county duly organized and validly existing under the City Charter and the Constitution and the laws of the State of California, as Issuer of its $14,450,000 M ultifarri ly Housing Revenue Bonds (Alice Griffith Phase 4 Apartments Project), Series 2017C, as if the fol I cwi ng terms and pravi si ons were set forth in ful I in the l:xxly thereof:

1. Prepayment During Permanent Term. Beginning with the Conversion Date and continuing for twenty (20) years thereafter (the "Yield Maintenance Period'), BorrOvVer may prepay al I but nct part of the principal balance of the Note upon giving Lender and CCRC if nct the Hdder nct less than sixty (60) days' prior written notice thereof, and paying all of the unpaid principal balance of the Note on the Business Day before the next scheduled monthly payment date follOvVing such 60-oay notice, and 0\/ also paying (in addition to the entire unpaid principal balance of the Note and al I accrued interest and any other sums due Holder at the ti me of prepayment) a prepayment premium equal to the greater of:

(A) One percent ( 1. 00'/o ) of the amount of pri nci pal bei ng prepaid, or

(B) The product olXained 0\/ multiplying (A) the amount of principal being prepaid, times (B) the difference olXained 0\/ subtracting from the interest rate then in effect on the Ncte the Yield Rate (as defined belcw) on the fifth (5th) Business Day preceding the date notice of prepayment is given to Lender (where prepayment is voluntary), or the date H d der accelerates the Loan, ti mes ( C) the present value factor calculated using the fol I OvVi ng formula:

1 -(1 +r) 11m r

r = Yield Rate

n = the number of months and any fraction thereof, remaining between (1) either of the follcwing, as appicable: (i) the prepayment date, if the prepayment is voluntary, or (ii) the date on which Lender accelerates any unpaid principal balance of the Note, and (2) the expiration of the Yield Maintenance Period

"Yield Rate" means the yield calculated 0\/ interpolating the yields for the immediately shorter and longer term U.S. "Treasury constant maturities'' (as reported in the Federal Reserve S tati sti cal Rel ease H . 1 5 S el ected I nterest Rates ( the " Fed Rel ease") under the headi ng " U .S. gavernment securities'') closest to the remaining term of the Yield Maintenance Period, as follcws (rounded to three decimal places):

Addendum Page 1

((a- b) x (z-y)) +b (x-y)

Where:

a= the yield for the longer U.S. Treasury constant maturity b= the yield for the shorter U.S. Treasury constant maturity x= the tenn of the longer U.S. Treasury constant maturity y= the tenn of the shorter U.S. Treasury constant maturity z= "n" (as defined in the present value factor calculation al:Jave)

divided 0\/ 12.

Nctwithstanding any pravision to the contrary, if "i' equals a term reported under the U.S. "Treasury constant maturities" subheading in the Fed Release, the yield for such term shall be used, and interpolation shall not be necessary. If publication of the Fed Release is discontinued 0\/ the Federal Reserve Board, Lender shal I determine the Yield Rate from another source selected 0\/ Hdder. Any determination of the Yield Rate 0\/ Hdder will be anding absent manifest error.

After the expiration of the Yield Maintenance Period and upon giving Holder and CCRC if nct the Holder sixty (60) days prior written nctice, BorrOvVer may prepay the entire unpaid principal balance of this Ncte on the last Business Day before a scheduled Payment Date 0\/ paying (in addition to the entire unpaid principal balance of this Note and al I accrued interest and any other sums due Holder at the ti me of prepayment) a prepayment premium equal to one percent ( 1 % ) of the entire unpaid principal balance of this Note. No partial prepayment shal I be permitted without the consent of Holder and CCRC if not the Holder in its sole discretion.

Pravi ded, hcwever, that no prepayment premium shal I be due for any ful I prepayment made 0\/ BorrOvVer in accordance with the pravisions of this section within ninety (<xl) days immediately preceding the Permanent Loan Maturity Date.

B orrOvVer shal I pay the prepayment premium due under this Note whether prepayment is voluntary or involuntary in connection with Hdder' s acceleration of the unpaid principal balance of this Note or the satisfaction or rel ease of the Deed of Trust 0\/ foreclosure (whether 0\/ pOvVer of sale or j udi ci al proceeding, deed in Ii eu of foreclosure or 0\/ any other means). Nctwithstanding any other pravision herein to the contrary, BorrOvVer shall nct be required to pay any prepayment premium in connection with any prepayment occurring as a result of the application of insurance proceeds or condemnation awards under the Deed of Trust.

If the Loan is prepaid afterthe Conversion Date on any day otherthan the first day of a calendar month, whether such prepayment is vduntary, involuntary or upon full acceleration of the principal amount of the Loan 0\/ Holder follOvVing an Event of Default, BorrOvVer shall pay to Hdder on the prepayment date (in addition to all other sums then due and OvVing to Holder under the Note and the cther Loan Documents) an addi ti anal prepayment charge equal to the interest

Addendum Page 2

which would otherwise have accrued on the amount prepaid (had such prepayment nct occurred) during the period from and including the prepayment date to and including the I ast day of the calendar month in which the prepayment occurred.

As used herein, "Business Day" means any day other than a Saturday, a Sunday or any other day on which Lender is not open for business at the office from which Holder from time to time services the Loan evidenced by this N cte.

2. Prepayment Premium. Any annount due under Sections 1 is referred to as the "Prepayment Premium."

3. Additional Pravisions.

(a) BorrOvVer expressly waives any right to prepay this Ncte except as pravided in the Note and this Addendum. Therefore, if the maturity of this Note is accelerated for any reason, including, without limitation, the occurrence of any Event of Default, including without !irritation an Event of Default under Section 5.1 of the Deed of Trust, then any subsequent tender of payment of this Note, including any redemption follcwing foreclosure of the Deed of Trust, shal I constitute an evasion of the restrictions on prepayment set forth herein and shal I be deemed a voluntary prepayment. Accardi ngly, Holder may impose as a condition to accepting any such tender, and may bid at any sheriff's or trustee's sale under the Deed of Trust, and pr include in any compai nt for judicial foreclosure or any claim in bankruptcy, as part of the indebtedness evidenced by this Ncte and secured by the Deed of Trust, the Prepayment Premium that would have otherwise been payable hereunder for prepayment of this Note occurring on the date of such acceleration. The Prepayment Premium will not be payable for prepayment of this Ncte made with insurance or condemnation proceeds if Holder requires those proceeds to be applied to payment of this Note pursuant to the terms of the Loan Documents. N otwi thstandi ng the foregoing, if an Event of Default exists on the date of the applicalle casualty or condemnation, the Prepayment Premium will be payable. The Prepayment Premium will be payable with respect to any other prepayment made from any cdlateral for this Note. No partial prepayment of this Note shall change the date or amount of any subsequent monthly payment required under the terms of this Note prior to payment in ful I of al I announts OvVi ng under this Ncte unless otherwise agreed in writing by Holder in its sole discretion.

(b) Accep:ance by Hdder of any one or more prepayments without concurrent payment of any applicable Prepayment Premium or other annount prcwided for abave will nct constitute a waiver of Holder's right to require payment of any Prepayment Premium or other annount prcwided for abave.

(c) BorrOvVer acknOvVledges that: (i) it is a knOvVledgeable real estate investor, (ii) it fully understands the effect of the waivers set forth in this Addendum, (iii) the making of the Loan evidenced by this N cte at the interest rates set forth in this Note is sufficient consideration for such waiver, and (iv) Issuer would nct make the Loan evidenced by this Ncte without such waiver.

Addendum Page 3

(cl) Bcnavver acknavvledges that any statement made 0\/ Hdder or CCRC if not the Holder setting forth the amount of the Prepayment Premium shall only be binding upon Hdder if such statement is made in writing and that the amount of the Prepayment Premium set forth in such statement is suqj ect to change and is valid only for the date of such statement.

(e) Borravver hereO)I exp-essly waives any right it may have under California Civil Code 2954.10 to prepay this Note, in whole or in part, without prepayment charge, upon acceleration of the Maturity Date of this Note, and agrees that if for any reason a p-epayment of any or al I of this Note is made, whether voluntarily or upon or fol I cwi ng any acceleration of the Maturity Date of this Note 0\/ Hdder, Borravver shall pay the Prepayment Premium calculated pursuant to this Addendum. By signing this pravision in the space prcwided belavv, Borravver hereO)I declares and agrees that H d der' s agreement to malce the I oan evidenced 0\/ this Note at the Note Rate and for the term set forth in this Note constitutes adequate consideration, given individual weight 0\/ B orravver, for this waiver and agreement.

Dated as of the date of the Note to which this Addendum is attached.

BORROWER:

ALICE GRIFFITH PHASE 4, L.P. a California Ii rrited partnership

By: ALICE GRIFFITH PHASE 4MB5 GP, INC. a M i ssouri corporation its co-general partner

By: _____________ _ Yusef Freeman, Vice President

By: TABERNACLE V, LLC a California Ii mited I iabi I ity company its managi ng general partner By: Tabernacle Community Development Corporation,

a California pull ic benefit corporation its sole member

By: _____________ _ Donald E. Green, President

Addendum Page 4

AL LONGE ENDORSEMENT TO PROMISSORY NOTE

This Allonge Endorsement to Prorrissay Ncte is attached to that certain Promissory Ncte (Series 2017C Ncte) dated August 9, 2017 made by Alice Griffith Phase 4, L.P. to the order of the City and County of San Francisco for the purpose of annexing thereto the follavving endorsement:

Pay to the order of U.S. Bank National Association, as Trustee under that certain Trust Indenture dated as of August 1, 2017without recourse or warranty whatsoever.

[Signature Page Follcws]

APPROVED AS TO FORM:

DENNISJ. HERRERA City Attorney

CITY AND COUNTY OF SAN FRANCISCO

By: ______________ _ Eclvvin M. Lee, Mayor

By: ________________ _ Kate Hartley, Acting Director, Mayor's Office of Housing and Community Development

By: ________________ _ Heidi J. Gevvertz, Deputy City Attorney

(Signature Page for Allonge Endorsement to Promissory Note)

EXHIBITC

PROJECT APPROVALS TO BE OBTAINED

[NONE]

4830-5664-084 l.6

EXHIBITD

FORM OF APPROVED RESIDENTIAL LEASE

[Attached]

4830-5664-084 l.6

EXHIBITE

INSURANCE REQUIREMENTS APPLICABLE BEFORE CONVERSION

In orderto close, the insurance specifications set forth in Exhibit C-1 of the Construction Disbursement must be met, p-avided that all policies must include EXACTLY the follavving standard, noncontributory, mortgagee clause:

U.S. Bank Nati anal A ssoci ati on OneCaliforniaStreet, Suite lCXX)

San Francisco, CA 94111 Attention: Andrew Fung

Mortgagee must be named as a first Mortgagee with respect to buildings, Loss Payee with respect to loss of rentsft)usiness interruption, and Additional Insured with respect to general liability. Mortgagee shall receive notices at the same ti me and in the same manner as nctices sent to B ondhd der.

4830-5664-084 l.6

EXHIBIT F

FORM OF MONTHLY LEASE-UP REPORT

M OVE--l N DATABASE

Certified Concession or Total Value Description Given at

Building Security Lease MCNe-in Lease of of M CNe-i n # Apt.# #ofBRs #ci BAs Set-Aside Deposit Rent Date Expiration Concessions Concession (Y /N)

MOVE-OUT DATABASE

Security Certified Lease (enter an "x") Total Deposit or

Building #of #of Security to Lease MCNe--Out MCNe-i n # Apt.# BRs BAs Set-Aside Deposit Tenant Rent Date Date Skip Evicted Expired Other

4830-5664-084 l.6

EXHIBITG

FORM OF STABILIZATION CERTIFICATE

U.S. Bank National Association One Cal ifomia Street, Suite 1 CXX)

San Francisco, CA 94111 Attention: Andrew Fung

[DATE]

Re: Alice Griffith Phase 4Apartments Project (the "Prqject")

Ladies and Gentlemen:

The undersigned, ~ing the avvner of the Project, herel:Jy certifies to U.S. Bank National Association, as trustee (the "Trustee") and[ ______ ~ (as servicer, acting on ~half of the Servicer of the Bonds issued in connection with the Project, the "Servicer") that:

The undersigned herel:Jy represents and warrants that:

1. The I mprcwements are _% occup ed lJy tenants meeting the requirements of the Loan Documents in each of three prior consecutive months.

2. The ratio of Net Operating Income in each of the prior three months to maxi mum principal and interest payable in any month underthe Loan Documents on the amount of Bonds Outstanding is __ to 1. 0.

3. Stabilization [hasfr]as nct] occurred.

4. Attached hereto is __ shavvingthe calculation of Stabilization.

4830-5664-084 l.6

Captalized terms used herein and not defined shall have the meanings ascribed thereto in the Loan Agreement dated as of August 1, 2017 0\/ and annong City and County of San Francisco, the Trustee, and the undersigned.

4830-5664-084 l.6

ALICE GRIFFITH PHASE 4, L.P., a California limited partnership

By ______________ _ Name --------------Tit I e ---------------

G-2

STABILIZATION SPREADSHEET

G-3 4830-5664-084 l.6

EXHIBIT H

CITY AND COUNTY OF SAN FRANCISCO MANDATORY CONTRACTING PROVISIONS

The follcwing prCNisims shall appy to this Loan Agreement as if set forth in the body thereof. Captalized terms used but not defined in this Exhibt shall have the meanings given in thi s Loan Agreement.

N ctwi thstandi ng the foregoing, in the event of any conflict between the foregoing and the Bayvievv Hunter's Point Employment and Cmtracting Plan and Memorandum of Understanding (the "Bayvievv PrCNisims''), the Bayvievv Pravisions shall appy.

Section 1. Nmdi scri mi nation; Penalties.

(a) Nmdiscrimination. In the performance of this Loan Agreement, the BorrOvVer agrees nct to discriminate against any employee, City employee working with the BorrOvVer, applicant for empoyment with the BorrOvVer, or against any person seeking accommodati ms, advantages, faci I iti es, privi I eges, services or membership in al I business, social or other establishments or organi zati ms, on the basis of the fact or percep:i on of a persm's race, cdor, creed, religion, natimal origin, ancestry, age, height, weight, sex, sexual orientation, gender identity, domestic partner status, marital status, disablity or Acquired Immune Deficiency Syndrome or HIV status (Al OS/HIV status), or association with members of such protected cl asses, or i n retal i ati on for opposition to di scri mi nation agai nst such cl asses.

(b) Subcontracts. The BorrOvVer shall incorporate by reference in all subcmtracts the pravisions of Sections 12B.2(a), 12B.2(c)--(k), and 12C.3 of the San FranciscoAdministrative Code (copies of which are available from the City) and shall require all subcontractors to comply with such prCNisims. The BorrOvVer's failure to comply with the olligations in this subsection shall constitute a material breach of this Loan Agreement.

(c) Nmdiscrimination in Benefits. The BorrOvVer does not as of the date of this Loan Agreement and will not during the term of this Loan Agreement, in any of its operatims in San Francisco, m real property cwned by the City, or where work is being performed for the City elsewhere in the United States, discriminate in the pravision of bereavement leave, family medical leave, health benefits, membership or membership discounts, mavi ng expenses, pension and retirement benefits or travel benefits, as wel I as any benefits other than the benefits specified abOJe, between empoyees with domestic partners and employees with spouses, andpr between the domestic partners and spouses of such empoyees, where the domestic partnership has been registered with a gCNernmental entity pursuant to state or local law authorizing such registration, subject to the conditions set forth in Section 12B .2(b) of the San FranciscoAdministrative Code.

(cl) Cmditim to Contract. As a condition to this Loan Agreement, the BorrOvVer shall execute the "Chapter 12B Declaration: Nondiscrimi natim in Contracts and

4830-5664-084 l.6

Benefits" form (form HRC-12B-101) with suprx:irting documentation and secure the appraval of the form by the San Francisco Human Rights Commission.

(e) Incorporation of Administrative Code Pravisions by Reference. The pravisions of Chapters 12B and 12C of the San Francisco Administrative Code are incorporated in this Section by reference and made a part of this Loan Agreement as though fully set forth herein. The Borrcwer shall comply fully with and be bound by all of the pravisions that apply to this Loan Agreement under such Chapters, including, rut nct limited to, the remedies pravided in such Chap:ers. Without limiting the foregoing, the B orrOvVer understands that pursuant to Sections 12B .2(h) and 12C.3(g) of the San Francisco Administrative Code, a penalty of $50 for each person for each calendar day during which such person was di scri mi nated against in vi d ati on of the pravi si ons of this Loan Agreement may be assessed against the Borrcwer andpr deducted from any payments due the B orrOvVer.

Section 2. Local Business Enterprise Utilization; Liquidated Damages.

(a) The LB E Ordinance. Asacondition tothi s Loan Agreement, the BorrOvVer shall comply with all the requirements of the Local Business Enterprise and Non-Discrimination in Contracting Ordinance set forth in Chapter 14B of the San FranciscoAdministrative Code as it nOvV exists or as it may be amended in the future (collectively, the "LBE Ordinance"), pravided that such amendments do not materially increase the B orrcwer' s obi i gati ons or Ii abi Ii ti es, or materially di ni ni sh the B orrcwer' s rights, under this Loan Agreement. Such pravi si ons of the LB E Ordinance are incorporated by reference and made a part of this Loan Agreement as though fully set forth in this Section. The BorrOvVer's willful failure to campy with any applicable pravisions of the LB E Ordinance is a material breach of the B orrOvVer' s obi i gati ons under this Loan Agreement and shall entitle the Issuer, subject to any applicable nctice and cure pravisions set forth in this Loan Agreement, to exercise any of the remedies pravi ded for under this Loan Agreement, under the LBE Ordinance or otherwise available at law or in equity, which remedies shall be cumulative unless this Loan Agreement expressly prcwides that any remedy is exclusive. In addition, the Borrcwer shall comply fully with all cther applicable local, state and federal laws prohibiting discrimination and requiring equal opportunity in contracting, including subcontracting.

(b) Compliance and Enforcement. If the Borrcwer willfully fails to campy with any of the prcwisions of the LBE Ordinance, the rules and regulations implementing the LBE Ordinance, or the pravisions of this Loan Agreement pertaining to LBE parti ci pati on, the B orrOvVer shal I be Ii able for Ii qui dated damages in an amount equal to BorrOvVer's net profit on this Loan Agreement, or lCP/4 of the total amount of this Loan Agreement, or $1,000, whichever is greatest. The Di rector of the Issuer's Human Rights Commission or any other public official authorized to enforce the LBE Ordinance (separately and collectively, the "Director of HRC") may also impose other sanctions against the B orrOvVer authorized in the LB E Ordinance, including declaring the B orrOvVer i rresponsi bl e and i nel i gi bl e to contract with the I ssuer for a period of up to five years or revocation of the Borrcwer's LBE certification. The Director of HRC will determine the

H-2 4830-5664-084 l.6

sanctions to be i mrx:ised, including the amount of Ii qui dated damages, after i nvesti gati on p.,1rsuant to Section 14B .17 of the San Francisco Administrative Code.

By entering into this Loan Agreement, the B orrcwer ackncwl edges and agrees that any Ii qui dated damages assessed 0\/ the Di rector of the HR C shal I be payable to the Issuer upon demand. The B orrcwer further ackncwl edges and agrees that any Ii qui dated damages assessed may be withheld from any moneys due to the Borrcwer on any contract with the Issuer.

The B orrcwer agrees to maintain records necessary for nnoni tori ng its compliance with the LBE Ordinance for a period of three years follcwing termination or expiration of this Loan Agreement, and shal I make such records avai I able for audit and inspection 0\/ the Director of HRC orthe Controller upon request.

Section 3. M acB ride Principles-Northern I rel and. Pursuant to San Francisco Administrative Code Section 12F.5, the City urges companies doing business in Northern Ireland to mave tcwards resolving ernpl oyment inequities and encourages such companies to abide 0\/ the MacB ride Principes. The City urges San Francisco companies to do business with corrxirations that abde 0\/ the M acB ride Principles. By signing this Loan Agreement, the person executing this Loan Agreement on behal f of the B orrcwer ackncwl edges and agrees that he or she has read and understood this Section.

Section 4. Tropical Hardwood and Virgin Redwood Ban. Pursuant to Section 804(b) of the San Francisco Environment Code, the City urges contractors notto import, p.,1rchase, obtain or use, for any purpose, any tropical hardwood, trap cal hardwood wood product, virgin redwood or virgin redwood wood product.

Section 5. Drug-f reeW orkplace Policy. The Borrcwer ackncwledges that pursuant to the Federal Drug-free Workpace Act of 1989, the unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited on City premises. The Borrcwer agrees that any violation of this prohibition 0\/ the Borrcwer, its employees, agents or assigns wi 11 be deemed a material breach of this Loan Agreement.

Section 6. Compliance with Americans with Disabilities Act. The Borrcwer ackncwl edges that, p.,1rsuant to the Americans with Di sabi Ii ti es Act ("ADA"), programs, services and other activities prCNided 0\/ a public entity to the pullic, whether directly or through a contractor, must be accessible to the disabled public. The B orrcwer shal I pravi de the services specified in this Loan Agreement in a mannerthat complies with the ADA and any and all other applicable federal, state and I ocal di sabi Ii ty rights I egi sl ati on. The B orrcwer agrees nct to discriminate against disalled persons in the pravision of services, benefits or activities pravided under this Loan Agreement and further agrees that any violation of this prohibition on the part of the Borrcwer, its employees, agents or assigns will constitute a material breach of this Loan Agreement.

Section 7. Sunshine Ordinance. In accordance with San Francisco Administrative Code Section 67.24( e), contracts, contractors' bids, resrxinses to solicitations and al I other records of communications between the City and persons or firms seeking contracts shall be open to

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inspection immediately after a contract has been awarded. Ncthi ng in this p-avision requires the di sci osure of a private person or organization's net worth or cther p-opri etary financial data submitted for qualification for a contract or other benefit until and unless that person or organization is awarded the contract or benefit. Information pravided which is cavered by this paragraph wi 11 be made avai I able to the pull i c upon request.

Section 8. Limitations on Contributions. Through execution of this Loan Agreement, the Borrcwer ackncwledges that it is familiar with Section 1.126 of the City's Campaign and Gavernmental Conduct Code, which prohibits any person who contracts with the City for the rendition of personal services, for the furnishing of any material, supplies or equipment, for the sale or I ease of any I and or bui I ding, or for a grant, I oan or I oan guarantee, from making any campaign contribution to (a) an individual holding a City elective office if the contract must be apprCNed by the individual, a board on which that individual serves, or the board of a state agency on which an appointee of that individual serves, (b) a candidate for the office held by such individual, or (c) a committee contrdled by such individual, at any time from the commencement of negotiations for the contract until the later of either the termination of negctiations for such contract or six months after the date the contract is app-aved. The BorrOvVer acknOvVledges that the foregoing restriction appies only if the contract or a combination or series of contracts appraved by the same individual or board in a fi seal year have a tctal anticipated or actual value of $50,000 or more. The BorrOvVer further acknOvVledges that the prohibition on contributions applies to each prospective party to the contract; each member of the Borrcwer's board of di rectors; the B orrOvVer' s chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an OvVnershi p interest of more than 2CP/o in the B orrOvVer; any subcontractor listed in the bid or contract; and any committee sponsored or controlled by the BorrOvVer. Additionally, the BorrOvVer acknOvVledges it must inform each of the persons described in the preceding sentence of the prohibitions contained in Section 1.126. The BorrOvVer further agrees to p-CNide to the City the names of each person, entity or committee described abOJe.

Section 9. Requiring Minimum Compensation for CCNered Employees. The BorrOvVer agrees to comply fully with and be bound by all of the pravisions of the Minimum Compensation Ordinance ("MCO"), as set forth in San Francisco Administrative Code Chapter 12P ("Chapter 12P"), including the remedies pravided, and implementing guidelines and rules. The prCNisions of Sections 12P.5 and 12P.5.l of Chapter 12P are incorporated herein by reference and made a part of this Loan Agreement as though fully set forth in this Section. The text of the MCO is available on the web atwww.sfgCN.orgplsefrnco. A partial listing of some of the BorrOvVer's olligations under the MCO is set forth in this Section. The BorrOvVer is required to campy with all the prCNisions of the MCO, irrespective of the listing of obligations in this Section.

(a) The MCO requires the Borrcwer to pay its employees a minimum hourly gross compensation wage rate and to prCNide minimum compensated and uncompensated ti me off. The mini mum wage rate may change from year to year, and the B orrOvVer is obi i gated to keep informed of the then-current requirements. Any subcontract entered into by the B orrOvVer shal I require the subcontractor to comply with the requirements of the M CO and shal I contain contractual obi i gati ons substantially the same as those set forth in this Section. It is the BorrOvVer's obligation to ensure that any subcontractors of any tier under this Loan Agreement comply with the requirements of the MCO. If any

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sulx:mtractIT underthis Loan Agreement fails to comply, the City may pursue any of the remedies set forth in this Section against the B ITrcwer.

(b) The Borrcwer shall nct take adverse action IT ctherwise discriminate against an empl 0yee or other person fIT the exercise IT attempted exercise of rights under the MCO. Such actions, if taken within 9J days of the exercise or attempted exercise of such rights, will be rebuttably presumed to be retaliation prohibited lJy the MCO.

( c) The B orrcwer shal I maintain emp 0yee and payrol I records as required lJy the MCO. If the BITrcwer fails to do so, it shall be presumed that the Borrcwer paid no more than the minimum wage required under State law.

(cl) The City, upon reasmable notice to the Borrcwer, is authorized to inspect the Borrcwer' sjob sites during normal business hours, cmduct interviews with empl0yees and conduct audits of the B ITrcwer.

(e) The Borrcwer's commitment to pravide the Minimum Compensation is a material el ernent of the City's consi derati m forthi s Loan Agreement. The City in its sole discretim shall determine whether such a breach has occurred. The City and the public will suffer actual damage that wil I be impractical IT extremely difficult to determine if the B ITrcwer fai Is to comply with these requirements. The B orrcwer agrees that the sums set forth in Section 12P.6.l of the MCO as liquidated damages are not a penalty, but are reasonable estimates of the loss that the City and the public wil I incur for the Borrcwer' s noncompliance. The procedures gaverni ng the assessment of Ii qui dated damages shal I be those set forth in Sectim 12P.6.2 of Chapter 12P.

(f) The Borrcwer understands and agrees that if it fails to campy with the requirements of the MCO, the City shall have the right to pursue any rights or remedies available under Chapter 12P (including liquidated damages), under the terms of the contract and under applicable law. If, within 30 days after receiving written nctice of a breach of this Loan Agreement for violating the MCO, the Borrcwer fails to cure such breach IT, if such breach cannot reasonably be cured within such period of 30 days, the B ITrcwer fai Is to commence efforts to cure within such period, IT thereafter fai Is di I igently to pursue such cure to completion, the City shall have the right to pursue any rights IT remedies available under applicable law, including those set forth in Section 12P.6(c) of Chapter 12P. Each of these remedies shall be exercisable individually or in combination with any other rights IT remedies available to the City.

(g) The Borrcwer represents and warrants that it is not an entity that was set up, IT is being used, forthe purpose of evading the intent of the MCO.

(h) If the Borrcwer is exempt from the MCO when this Loan Agreement is executed because the cumulative amount of agreements with the City forthe fiscal year is less than $25,000, butthe Borrcwer later enters into an agreement or agreements that cause it to exceed such amount in a fi seal year, the B orrcwer shal I thereafter be required to comply with the MCO underthis Loan Agreement. This obligation arises on the effective

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date of the agreerrent that causes the cumulative amount of agreerrents between the B orrOvVer and the City to exceed $25,CXX) in the fi seal year.

Section 10. Requiring Health Benefits for CCNered Employees. The BorrOvVer agrees to campy fully with and be bound 0\/ al I of the pravi si ons of the Heal th Care Accountabi Ii ty Ordinance ("HCAO"), as set forth in San Francisco Administrative Code Chapter 12Q, including the rerredies pravided, and imperrenting regulations, as the same may be annended from tirre to ti rre. The pravi si ons of Section 12Q. 5. 1 of Chapter 12Q are incorporated 0\/ reference and made a part of this Loan Agreerrent as though fully set forth in this Section. The text of the HCAO is avai lalle on the web atwww.sfgav.org/d se. Captalizedterms used in thi s5ection and not defined in this Loan Agreerrent shall have the rreani ngs assigned to such terms in Chap:er 12Q.

(a) For each Cavered Empoyee, the BorrOvVer shall prCNide the appropriate health benefit set forth in Section 12Q.3 of the HCAO. If the Borrcwer chooses to offer the health plan o[Xion, such health plan shall rreetthe minimum standards set forth 0\/ the San Francisco Health Commission.

(b) Nctwithstanding the abave, if the BorrOvVer is a small business as defined in Section 12Q.3(e) of the HCAO, it shall have no olligation to comply with clause (a) abave.

(c) The Borrcwer' s failuretocompywith the HCAO shal I constitute a material breach of this Loan Agreerrent. The City shall notify the BorrOvVer if such a breach has occurred. If, within 30 days after receiving the City's written notice of a breach of this Loan Agreerrent forvidati ngthe HCAO, the BorrOvVer fails to cure such breach, or if such breach cannot reasonably be cured within such period of 30 days, the Borrcwer fails to comrrence efforts to cure within such period, or thereafter fails diligently to pursue such cure to completion, the City shall have the right to pursue the remedies set forth in Sections 12Q.5.l and 12Q.5(f)(l--6) of Chapter 12P. Each of these rerredies shall be exercisable individually or in combination with any cther rights or rerredies available to the City.

( cl) Any 5 ubcontract entered into 0\/ the B orrOvVer shal I require the Subcontractorto comply with the requi rerrents of the HCA O and shal I contain contractual obligations substantially the same as those set forth in this Section. The BorrOvVer shall notify the City's Office of Contract Administration when it enters into such a Subcontract and shall certify to the Office of Contract Administration that it has nctified the Subcontractor of the obi i gati ons underthe HCA O and has imposed the requi rerrents of the HCAO on the Subcontractor through the Subcontract. The Borrcwer shall be responsible for its Subcontractors' compliance with this Section. If a Subcontractor fails to comply, the City may pursue the rerredies set forth in this Section against the BorrOvVer based on the Subcontractor's failure to comply, prCNided that the City has first pravided the BorrOvVerwith notice and an opportunity to ol::tai n a cure of the vidation.

( e) The B orrcwer shal I not discharge, reduce in compensation, or otherwise discriminate against any empoyee for nctifying the City or the County with regard to the B orrOvVer' s noncompliance or anticipated noncomp i ance with the requi rerrents of the HCAO, for opposing any practice proscribed 0\/ the HCAO, for participating in

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p-oceedings related to the HCAO, or for seeking to assert or enforce any rights under the HCAO 0\/ any lawful means.

(f) The BorrOvVer represents and warrants that it is not an entity that was set up, or is being used, for the purpose of evading the intent of the HCAO.

(g) The BorrOvVer shall maintain empoyee and payroll records in compliance with the California Labor Code and Industrial Welfare Commission orders, including the number of hours each employee has worked on the Loan Agreement.

(h) HCAO.

The B orrOvVer shal I keep itself informed of the current requirements of the

(i) The BorrOvVer shall pravide reports to the City in accordance with any reporting standards promulgated 0\/ the City or the County under the HCAO, including reports on Sulx:ontractors and Subtenants, as applicable.

U) The Borrcwer shall p-CNide the City with access to records pertaining to compliance with HCAO after receiving a written request from the City to do so and being p-avi ded at I east 1 O business days to respond.

(k) The BorrOvVer shall allOvV the City to inspect the BorrOvVer'sjob sites and have access to the B orrOvVer' s employees in order to monitor and determine compliance with HCAO.

(I) The City may conduct random audits of the BorrOvVer to ascertain its compliance with HCA 0. The B orrcwer agrees to cooperate with the City when it conducts such audits.

(m) If the BorrOvVer is exem[X from the HCAO when this Loan Agreement is executed because its amount is less than $25,000 ($50,000 for nonprofits), but the B orrOvVer I ater enters into an agreement or agreements that cause the B orrOvVer' s aggregate amount of al I agreements with the City to reach $ 75, 000, al I the agreements shal I be thereafter suqject to the HCAO. This obligation arises on the effective date of the agreement that causes the cumulative amount of agreements between the B orrcwer and the City to be equal to or greaterthan $75,000 in the fiscal year.

Section 11. Prohibition on Political Activity With City Funds. In accordance with San FranciscoAdministrative Code Chapter 12.G, the Borrcwer may nct participate in, support, or attempt to influence any political campaign for a candidate or for a ballct measure (collectively, "Political Activity") in the performance of the services pravided underthi s Loan Agreement. The BorrOvVer agrees to comply with San Francisco Administrative Code Chapter 12.G and any impementing rules and regulations p-omulgated 0\/ the City's Controller. The terms and p-avi si ons of Chapter 12. G are incorporated herein 0\/ this reference. I n the eventthe B orrOvVer violates the p-avisions of this Section, the City may, in addition to any other rights or remedies availal:le hereunder, (a) terminate this Loan Agreement, and (b) p-ohibit the BorrOvVer from bidding on or receiving any new City contract for a period of two years. The Controller will nct consider the BorrOvVer' s use of p-ofit as a violation of this Section.

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Section 12. Protection of Private Information. The BorrOvVer has read and agrees to the terms set forth in San Francisco Administrative Code Sections 12M.2, "Nondisclosure of Private Information," and 12M.3, "Enforcement" of Administrative Code Chapter 12M, "Protection of Private Information," which are incorporated herein as if fully set forth in this Section. The BorrOvVer agrees that any failure of the BorrOvVer to comply with the requirements of Secti on 1 2M . 2 of thi s Chapter shal I be a materi al breach of thi s Loan Agreement. I n such an event, in addition to any other remedies available to it under equity or law, the City may terminate this Loan Agreement, bring a false claim action against the BorrOvVer pursuant to Chap:er 6 or Chapter 21 of the Administrative Code, or debar the BorrOvVer.

Section 13. Graffiti RemCNal. Graffiti isdetrimental tothehealth, safetyandwelfare of the community in that it promctes a perception in the community thatthe I aws prctecti ng public and private property can be disregarded with impunity. This perception fosters a sense of disrespect of the lctN that results in an increase in crime; degrades the community and leads to urban blight; is detrimental to property values, business opportunities and the enjoyment of Ii fe; is inconsistent with the City's property maintenance goals and aesthetic standards; and results in additional graffiti and in other properties becoming the target of graffiti unless it is quickly removed from public and private property. Graffiti results in visual pollution and is a public nuisance. Graffiti must be abated as quickly as possible to avoid detrimental impacts on the City and its residents, and to prevent the further spread of graffiti.

The B orrOvVer shal I remCNe al I graffiti from any real property OvVned or I eased by the BorrOvVer in the City and County of San Franciscowithin 48 hours of the earlier of the Borrcwer' s (a) discavery or notification of the graffiti or (b) receipt of nctification of the graffiti from the Department of Public Works. This Section is nct intended to require the B orrOvVer to breach any lease or cther agreement it may have concerning its use of the real property. The term "graffiti" means any i nscri p:i on, word, figure, marking or design affixed, marked, etched, scratched, drawn or painted on any bui I ding, structure, fixture or other i mpravement, whether permanent or temporary, including by way of example only and without limitation, signs, banners, billboards and fencing surrounding construction sites, whether public or private, without the consent of the cwner of the property or the OvVner' s authorized agent, and which is visible from the public right-of-way. "Graffiti" shall nct include: (i) any sign or banner authorized l:Jy, and in compliance with, the applicable requirements of the San Francisco Public Works Code, the San Francisco Planning Code orthe San Francisco Building Code; or (ii) any mural or other painting or marking on the property that is protected as a work of fine art under the California Art Preservation Act (California Civil Code Sections 987 et seq.) or as a work of visual art underthe Federal Visual ArtistsRightsActof 1990(17U.S.C. §§ 101 et seq.).

Any failure by the BorrOvVer to campy with this Section of this Loan Agreement shall constitute a material breach of this Loan Agreement.

Section 14. Submitting False Claims; Monetary Penalties. Pursuant to San Francisco Administrative Code Section 21.35, any contractor, subcontractor or consultant who submits a false claim shal I be liable to the City for penalties set forth in that Section. The text of Section 21.35, along with the entire San Franci scoAdmi ni strative Code is available on the web at http: /JWWW.municode.comJl_i brary it:lientCodePage.aspx?clientl D=4201. A contractor, subcontractor or consultant will be deemed to have submitted a false claim to the City if the

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contractor, sulx:ontractor or consultant: (a) kncwi ngly presents or causes to be presented to an officer or employee of the City a false claim or request for payment or appraval; (b) kncwingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or appraved by the City; (c) conspires to defraud the City by getting a false claim allcwed or paid by the City; (cl) kncwingly makes, uses or causes to be made or used a false record or statement to conceal, avoid or decrease an obi igation to pay ortransmit money or property to the City; or (e) is a beneficiary of an inadvertent submission of a false claim to the City, subsequently di scavers the falsity of the claim, and fails to disclose the false claim to the City within a reasonable ti me after di scavery of the false claim.

Section 15. Conflict of Interest. Through its execution of this Loan Agreement, the Borrcwer ackncwledges that it is familiar with the prCNision of Section 15.103 of the City's Charter, Article Ill, Chap:er2 of City's Campaign and GCNernmental Conduct Code, and Section 87100 et seq. and Section 1090 et seq. of the Gavernment Code of the State of California, and certifies that it does not knew of any facts which constitute a violation of said prCNisions and agrees that it will immediately nctify the City if it becomes aware of any such fact during the term of this Loan Agreement.

Section 16. Food Service Waste Reduction Requirements. The Borrcwer agrees to comply fully with and be bound by all of the pravisions of the Food Service Waste Reduction Ordinance, as set forth in San Francisco Environment Code Chapter 16, including the remedies pravided, and implementing guidelines and rules. The pravisions of Chapter 16 are incorporated herein by reference and made a part of this Loan Agreement as though fully set forth in this Section. This pravision is a material term of this Loan Agreement. By entering into this Loan Agreement, the Borrcwer agrees that if it breaches this pravision, the City will suffer actual damages that wil I be impractical or extremely difficultto determine; further, the Borrcwer agrees that the sum of $100 liquidated damages for the first breach, $200 liquidated damages for the second breach in the same year, and $500 liquidated damages for subsequent breaches in the same year is reasonable estimate of the damage the City will incur based on the violation, established in Ii ght of the circumstances existing at the ti me this Loan Agreement was made. Such amount shal I not be considered a penalty, but rather agreed monetary damages sustained by the City because of the Borrcwer' s failure to comply with this pravi sion.

Section 17. Proprietary or Confidential Information of City. The Borrcwer understands and agrees that, in the performance of the work or services under this Loan Agreement or in contemplation thereof, the B orrcwer may have access to private or confidential information which may be cwned or controlled by City and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. The B orrcwer agrees that al I i nformati on di sci osed by City to the B orrcwer shal I be held i n confidence and used only in the performance of the Loan Agreement. The Borrcwer shall exercise the same standard of care to protect such information as a reasonably prudent contractor would use to protect its cwn propri etary data

Section 18. Earned Income Credit ("EiC") Forms. Administrative Code Section 120 requires that employers pravide their employees with I RS Form W-5 (the "Earned Income Credit Advance Payment Certificate") and the IRS EiC Schedule, as set forth belcw. Empoyers can locate these forms at the IRS Office, on the Internet, or anywhere Federal Tax

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F ITms can be found. The B orravver shal I p-avi de EI C Farms to each EI i gill e Employee at each of the follavving times: (a)within 30days follavving the date on which this Loan Agreement becomes effective ( uni ess the B orrcwer has al ready pravi ded such EI C F ITms at I east once during the calendar year in which such effective date falls); (b) promp:ly after any Eligible E mpoyee is hired lJy the Borrcwer; and (c) annually betweenJ anuary 1 andJ anuary 31 of each calendar year during the term of this Loan Agreement. Failure to campy with any requirement contained in subparagraph (a) of this Section shal I constitute a material breach lJy the Borravver of the terms of this Loan Agreement. If, within 30days after the Borravver receives written notice of such a breach, the B ITravver fai Is to cure such breach IT if such breach cannot reasonally be cured within such period of 30 days, the BITravver fails to commence efforts to cure within such period or thereafter fails to diligently pursue such cure to competion, the City may pursue any rights IT remedies available under this Loan Agreement or under applicable law. Any Subcontract entered into lJy the Borravver shall require the SubcontractIT to comply, as to the SubcontractIT' s El igi lle Empoyees, with each of the terms of this Section. Capitalized terms used in this Section and not defined in this Loan Agreement shall have the meanings assigned to such terms in Section 120 of the San FranciscoAdministrative Code.

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