HomeMy WebLinkAbout2012/12/11 Item 25 Attachment 5BOND PURCHASE AGREEMENT by and among HOUSING AUTHORITY OF THE CITY OF CHULA VISTA, CONGREGATIONAL TOWER PARTNERS, L.P., and CITIBANK, N.A. Dated January __, 2013 Relating to: $[BOND
AMT] HOUSING AUTHORITY OF THE CITY OF CHULA VISTA MULTIFAMILY HOUSING REVENUE BONDS (CONGREGATIONAL TOWER) SERIES 2013A
TABLE OF CONTENTS Page Section 1. Definitions .................................................................................................................................. 1 Section
2. Purchase and Sale........................................................................................................................ 1 Section 3. Closing .....................................
................................................................................................. 1 Section 4. Representations and Warranties of Issuer ...............................................
................................... 2 Section 5. Representations and Warranties of Borrower ............................................................................. 3 Section 6.
Covenants ................................................................................................................................... 5 Section 7. Conditions of Closing ......................
.......................................................................................... 6 Section 8. Actions and Events at the Closing .............................................................
................................ 7 Section 9. Termination of Agreement .......................................................................................................... 7 Section
10. Fees and Expenses; Costs of Issuance ...................................................................................... 8 Section 11. Indemnification by Borrower .............................
...................................................................... 8 Section 12. Miscellaneous ....................................................................................................
.................... 10 EXHIBIT A Glossary of Terms ............................................................................................................... A-1 EXHIBIT B Terms
of Bonds ................................................................................................................... B-1 EXHIBIT C Form of Supplemental Opinion of Bond Counsel
............................................................... C-1 EXHIBIT D Points To Be Covered in Opinion of Counsel to the Issuer/Certificate of Issuer ................ D-1 EXHIBIT
E Form of Borrower’s Counsel Opinion ................................................................................. E-1 EXHIBIT F Points To Be Covered in the Opinion of Trustee’s
Counsel/Trustee’s Certificate ............... F-1
BOND PURCHASE AGREEMENT CITIBANK, N.A., a national banking association, solely in its capacity as purchaser of the Bonds described herein (together with its designees, successors and
assigns, the “Purchaser”), hereby offers to enter into the following agreement with the HOUSING AUTHORITY OF THE CITY OF CHULA VISTA, a public body corporate and politic, organized and
existing under the laws of the State of California (together with its successors and assigns, the “Issuer”), and CONGREGATIONAL TOWER PARTNERS, L.P., a California limited partnership
(together with its permitted successors and assigns, the “Borrower”). Upon your acceptance of this offer and your execution and delivery of this Bond Purchase Agreement (this “Agreement”),
this Agreement will be binding upon each of you and the Purchaser. This offer is made subject to your acceptance, evidenced by your execution and delivery of this Agreement to the Purchaser,
at or prior to 9:00 A.M. New York, New York time on January __, 2013 and will expire if not not so accepted at or prior to such time (or such later time as the Purchaser may agree in
writing). Section 1. Definitions. The capitalized terms used in this Agreement have the meanings assigned to them in the Glossary of Terms attached as Exhibit A hereto. Section 2. Purchase
and Sale. 2.1 Subject to the terms and conditions set forth in this Agreement, the Purchaser hereby agrees to purchase, or to cause its designee to purchase, all (but not less than all)
of the Bonds from the Issuer and the Issuer hereby agrees to sell to the Purchaser or to the Purchaser’s designee, when, as and if issued, all (but not less than all) of the Bonds identified
in Item 1 in Exhibit B attached hereto for a total purchase price equal to the purchase price set forth as Item 2 on Exhibit B attached hereto. Pursuant to the Indenture, the Bonds will
be issued and purchased in installments as draw-down Bonds. The initial installment shall be in an amount no less than $55,000. 2.2 The Bonds will (i) be issued in accordance with with
the Issuer’s enabling legislation and all applicable procedural and substantive requirements and the Indenture and (ii) have the payment related terms (that is, the dated date, maturity
date, interest rates, interest payment dates and redemption provisions) set forth in Item 3 of Exhibit B attached hereto. Section 3. Closing. The Closing will take place at the time
and on the date set forth in Item 4 of Exhibit B attached hereto or at such other time or on such other date as may be mutually agreed upon by the parties hereto. At or prior to the
Closing, the Issuer will direct the Trustee to deliver the Bonds to or upon the order of the Purchaser or its designee, in definitive form, duly executed and authenticated by the Trustee.
If the Purchaser receives the Bonds in advance of the Closing, the Purchaser will hold the Bonds in escrow pending Closing. If Closing does not occur, the Purchaser will either return
the Bonds to the Trustee or destroy the Bonds, as directed by the Trustee. Subject to the terms terms and conditions hereof, the Issuer will deliver or cause to be delivered at the Place
of Closing as set forth in Item 4 of Exhibit B attached hereto, the other documents and instruments to be delivered pursuant to this Agreement (the “Closing Documents”) and the Purchaser
will accept delivery of the Bonds and Closing Documents and pay the purchase price for the Bonds as set forth in Section 2.1 above by wire transfer, to the Trustee, in immediately available
federal funds, for the account of the Issuer or as the Issuer directs. The Bonds will be made available to the Purchaser at least one business day before the Closing for purposes of
inspection. The Bonds will be prepared and delivered as fully registered Bonds without coupons in the denominations set forth in the Indenture.
2 Section 4. Representations and Warranties of Issuer. 4.1 The Issuer hereby makes the following representations and warranties to the Purchaser and the Borrower, all of which will continue
in effect subsequent to the purchase of the Bonds: (a) The Issuer is a public body corporate and politic, organized and existing under the laws of the State of California, and is authorized
to execute and deliver this Agreement and the Issuer Documents and to issue, sell and deliver the Bonds pursuant to the laws of the State, including particularly the Act. (b) The Issuer
has, and as of the Closing Date will have, all necessary power and authority to (i) execute and deliver the Resolution and the Issuer Documents, (ii) issue the Bonds in the manner contemplated
by the Resolution, this Agreement and the Indenture, and (iii) otherwise consummate the transactions contemplated by the Issuer Documents. (c) The Issuer has all necessary power and
authority to issue the Bonds and the Bonds will be issued in accordance with the Issuer’s enabling legislation and all applicable procedural and substantive requirements. (d) The Issuer
has duly adopted the Resolution at a meeting duly called and held in accordance with applicable law and procedures of the Issuer, and since that time the Resolution has not been rescinded,
amended or modified. (e) By official action of the Issuer prior to or concurrently with the acceptance hereof, the Issuer has duly authorized the (i) execution and delivery of the Bonds
and the Issuer Documents, (ii) performance by the Issuer of the obligations contained in the Bonds and in the Issuer Documents, and (iii) consummation by the Issuer of all of the transactions
contemplated by the Issuer Documents. (f) Assuming the valid authorization, execution and delivery of this Agreement and the Issuer Documents by the other parties thereto and the authentication
of the Bonds by the Trustee, this Agreement is, the Bonds and the other Issuer Documents will be, the legal, valid and binding obligations of the Issuer, enforceable in accordance with
their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally, or by the
exercise of judicial discretion in accordance with general principles of equity. (g) The execution and delivery by the Issuer of the Bonds and the Issuer Documents, and the consummation
by the Issuer of the transactions on its part contemplated thereby are not prohibited by, do not violate any provision of, and will not result in the breach of or default under (i) the
Act, the Constitution of the State or the organizational documents of the Issuer, (ii) any applicable law, rule, regulation, judgment, decree, order or other requirement applicable to
the Issuer, or (iii) any contract, indenture, agreement, mortgage, lease, note, commitment or other obligation or instrument to which the Issuer is a party or by which the Issuer or
its properties is bound. (h) There is no legal action, suit, proceeding, investigation or inquiry at law or in equity, before or by any court, agency, arbitrator, public board or body
or other entity or person, pending or, to the best knowledge of the Issuer, threatened against or affecting the Issuer or its officials, in their respective capacities as such, or any
basis therefor, (i) which would restrain or enjoin the issuance or delivery of the Bonds or the collection of revenues pledged under the Indenture, (ii) which would in any way contest
or affect the organization or existence of the Issuer or the entitlement of any officers of
3 the Issuer to their respective offices or (iii) which may reasonably be expected to contest or have a material and adverse effect upon (A) the due performance by the Issuer of this
Agreement or the Issuer Documents or the transactions contemplated hereby or thereby, (B) the validity or enforceability of the Bonds, the Resolution, this Agreement, the Issuer Documents
or any other agreement or instrument to which the Issuer is a party and that is used or contemplated for use in the consummation of the transactions contemplated hereby and thereby,
(C) the exclusion from gross income for federal income tax purposes of the interest on the Bonds or (D) the use of the proceeds of the Bonds to make the Loan. The Issuer is not subject
to any judgment, decree or order entered in any lawsuit or proceeding brought against it that would have such an effect. (i) When delivered to the Purchaser against payment therefor
in accordance with the provisions of this Agreement, the Bonds will be duly authorized, executed, issued, and delivered and will constitute the Issuer's legal, valid and binding special,
limited obligations, enforceable in accordance with their terms (except to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting
creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity), and will be entitled to the benefit and security of the Indenture.
(j) Other than the Issuer Documents, the Issuer has not entered into any contract or arrangement that might give rise to any lien or encumbrance on the revenues or other assets, properties,
funds or interests pledged pursuant to the Indenture. The Issuer, when acting as a conduit issuer, issues bonds and notes as limited obligations payable solely from the revenues derived
from the facilities financed by such issues. Some bonds issued by the Issuer may have been in default, but the facilities financed and the revenues derived from such facilities pursuant
to any defaulted bond issues are separate and distinct from the transactions contemplated by the Issuer Documents. (k) The Issuer has not taken or omitted to take on or prior to the
date hereof any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds. (l) On the Closing Date, each of the
representations and warranties of the Issuer contained herein and in the Issuer Documents and all other documents executed by the Issuer in connection with the Bonds shall be true, correct
and complete. 4.2 Each of the representations and warranties set forth in this section will survive until the “Maturity Date” (as such term is defined in the Indenture) of the Bonds.
4.3 Any certificate signed by any official of the Issuer and delivered to the Borrower or the Purchaser in connection with the delivery of the Bonds will be deemed to be a representation
and warranty by the Issuer to the Borrower or the Purchaser, as appropriate, as to the statements made therein. Section 5. Representations and Warranties of Borrower. 5.1 The Borrower
makes the following representations and warranties to the Issuer and the Purchaser as of the date hereof, all of which will continue in effect subsequent to the purchase of the Bonds:
(a) The Borrower is, and at all times will be, a limited partnership, duly organized, validly existing and in good standing under the laws of the State and duly qualified, authorized
and licensed under the laws of the State to transact business as a limited partnership for the purpose of owning and operating a multifamily housing facility in the State. All partners,
members and other entities
4 that comprise the Borrower and are included on the Borrower’s signature page hereto (collectively, the “Partners”), are, and at all times will be organized, existing and in good standing
under the laws of the State and are in good standing and duly qualified, authorized and licensed under the laws of the State, to the extent required by applicable law. There are no other
general partners of the Borrower. (b) The Borrower has, and on the Closing Date will have, full legal right, power and authority (i) to execute and deliver the Loan Documents and (ii)
to consummate the transactions contemplated by this Agreement and the Loan Documents. The Partners have, and on the Closing Date will have, full legal right, power and authority to execute
and deliver this Agreement and the other Loan Documents on behalf of the Borrower. (c) Prior to the acceptance hereof, the Borrower has duly authorized the execution and delivery of
this Agreement and the performance by the Borrower of the obligations contained herein and prior to the Closing Date the Borrower will have duly authorized the (i) execution and delivery
of the Loan Documents, (ii) performance by the Borrower of the obligations contained in the Loan Documents, and (iii) consummation by the Borrower of all transactions contemplated by
the Loan Documents. (d) All consents, approvals, authorizations or orders of, notices to, or filings, registrations or declarations with, any court or governmental authority, board,
agency, commission or body having jurisdiction which are required on behalf of the Borrower or for the execution and delivery by the Borrower of this Agreement and the other Loan Documents
or the consummation by the Borrower of the transactions contemplated hereby or thereby have been obtained or will be obtained prior to the Closing Date. (e) The Borrower has not taken
or omitted to take on or prior to the date hereof any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds.
(f) There is no legal action, suit, proceeding, inquiry or investigation at law or in equity (before or by any court, agency, arbitrator, public board or body or other entity or person)
pending or threatened against or affecting the Borrower or the Partners or, to the knowledge of the Borrower, any basis therefor (i) in any way affecting the organization and existence
of the Borrower, (ii) contesting or materially affecting the validity or enforceability of this Agreement or the other Loan Documents, (iii) contesting the powers of the Borrower or
its authority with respect to the Loan Documents, (iv) contesting the authority of the Partners to act on behalf of the Borrower, (v) wherein an unfavorable decision, ruling or finding
would have a material adverse effect on (A) the operations or the financial position or condition of the Borrower, (B) the due performance by the Borrower of the Loan Documents as of
the Closing Date, (C) the validity or enforceability of any of the Loan Documents, or (D) the transactions contemplated hereby or by any Loan Document or (vi) in any way contesting the
exclusion from gross income for federal income tax purposes of the interest on the Bonds. (g) This Agreement is, and, when executed and delivered by the Borrower and the other parties
thereto, the Loan Documents will be, the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except to the
extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance
with general principles of equity. (h) The execution and delivery by the Borrower of this Agreement and the Loan Documents and the consummation by the Borrower of the transactions contemplated
hereby and
5 thereby are not prohibited by, do not violate any provision of, and will not result in a breach of or default under (i) the partnership agreement of the Borrower, (ii) any applicable
law, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental body or other requirement to which the Borrower is subject, or (iii) any contract, indenture,
agreement, mortgage, lease, note, commitment or other obligation or instrument to which the Borrower is a party or by which the Borrower or its properties is bound. 5.2 Each of the representations
and warranties set forth in this Section will survive until the Maturity Date of the Bonds. 5.3 Any certificate signed by the Borrower or the Partners and delivered to the Purchaser
and/or the Issuer shall be deemed a representation and warranty by the Borrower to the Purchaser and/or the Issuer as to the statements made therein. Section 6. Covenants. 6.1 The Issuer
hereby makes the following covenants with the Purchaser: (a) Prior to the Closing, the Issuer will not amend, terminate or rescind, and will not agree to any amendment, termination or
rescission of the Resolution or the Issuer Documents without prior written notice to the Purchaser. (b) Prior to the Closing, the Issuer will not create, assume or guarantee any indebtedness
payable from, or pledge or otherwise encumber, the revenues, assets, properties, funds or interests which will be pledged pursuant to the Indenture and the other Issuer Documents. (c)
The Issuer will cause the Bonds to be delivered to the address and at the time specified by the Purchaser in conjunction with the Closing. (d) The Issuer will not take or omit to take
any action which will in any way cause the proceeds of the Bonds to be applied in a manner other than as provided in the Indenture or which would cause the interest on the Bonds to be
includable in the gross income of the holders thereof for federal income tax purposes. (e) Prior to the Closing, the Issuer will obtain all governmental consents, approvals, orders or
authorizations of any governmental authority or agency that would constitute a condition precedent to the performance by it of obligations under the Resolution, this Agreement, the other
Issuer Documents and the Bonds. 6.2 The Borrower hereby makes the following covenants with the Issuer and the Purchaser: (a) The Borrower will not take or omit to take any action which
will in any way cause the proceeds of the Bonds to be applied in a manner other than as provided in the Indenture or which would cause the interest on the Bonds to be includable in the
gross income of the holders thereof for federal income tax purposes. (b) Prior to the Closing, the Borrower will obtain all governmental consents, approvals, orders or authorizations
of any governmental authority or agency that would constitute a condition precedent to the performance by it of its obligations under the Loan Documents. After the Closing, the Borrower
will use its best efforts to obtain all governmental consents, approvals, orders or
6 authorizations of any governmental authority or agency that would constitute a condition precedent to the performance by it of its obligations under the Loan Documents. (c) The Borrower
shall not violate or breach any other covenants contained in the Loan Documents. Section 7. Conditions of Closing. 7.1 The Purchaser has entered into this Agreement in reliance upon
representations, covenants and agreements of the Issuer and the Borrower contained herein, in reliance upon the representations, covenants and agreements to be contained in the documents
and instruments to be delivered at the Closing and upon the performance by the Issuer and the Borrower of their obligations hereunder, both as of the date hereof and as of the Closing
Date. Accordingly, the Purchaser's obligations under this Agreement to purchase, to accept delivery of and to pay for the Bonds will be subject to the performance by the Issuer and the
Borrower of their respective obligations to be performed by them hereunder at or prior to the Closing, and to the accuracy in all material respects of the representations, covenants
and agreements of the Issuer and of the Borrower contained herein as of the date hereof and as of the Closing as if made on the Closing Date, and will also be subject to the following
additional conditions: (a) The Purchaser shall not have discovered any material error, misstatement or omission in the representations and warranties made by either of the Issuer or
the Borrower in this Agreement, which representations and warranties will be deemed to have been made again at and as of the time of the Closing and will then be true in all material
respects. (b) The Borrower and the Issuer shall have each performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by them
at or prior to Closing. (c) This Agreement, the other Issuer Documents and the Loan Documents each shall have been executed and delivered by each of the parties thereto, shall be in
full force and effect on and as of the Closing Date and shall be in form and substance satisfactory to the Purchaser and no event of default shall exist under any such documents. 7.2
In addition to the conditions set forth in Section 7.1, the obligations of the Purchaser to consummate at the Closing the transactions contemplated hereby are subject to receipt by the
Purchaser of the following items: (a) An opinion of Bond Counsel, dated the Closing Date and addressed to the Purchaser, substantially in the form set forth in Exhibit C; (b) An opinion
of counsel (addressed to the Purchaser and the Trustee) or certificate of the Issuer, satisfactory in form and substance to the Purchaser, dated the Closing Date and covering the points
identified in Exhibit D; (c) An opinion or opinions of counsel to the Borrower, the Partners and the Guarantor, addressed to the Issuer and the Purchaser dated the Closing Date and substantially
in the form set forth in Exhibit E;
7 (d) A certificate of the Borrower, dated the Closing Date and signed by the Partners, in form and substance satisfactory to the Purchaser and Bond Counsel, respecting certain tax matters
as may be reasonably required by Bond Counsel to enable it to give its opinion; (e) An opinion of counsel to the Trustee or Trustee’s certificate addressed to the Purchaser, covering
the points identified in Exhibit F; (f) A properly completed and executed IRS Form 8038; (g) A certified copy of the Resolution and an executed original of each of the Issuer Documents
and the Loan Documents; and (h) Such additional financing statements, legal opinions, certificates and other documents as the Purchaser or Bond Counsel may reasonably deem necessary
to evidence the truth and accuracy as of the Closing Date of the respective representations and warranties herein contained and to evidence compliance by the Issuer and the Borrower
with this Agreement and all applicable legal requirements, and the due performance and satisfaction by either of you at or prior to such time of all agreements then to be performed and
all conditions then to be satisfied by you. 7.3 If any of the conditions set forth in Sections 7.1 or 7.2 have not been met on the Closing Date, the Purchaser may, at its sole option,
terminate this Agreement or proceed to Closing upon waiving any rights under this Agreement with respect to any such condition. If this Agreement is terminated pursuant to this Section,
no party will have any rights or obligations to any other party, except as provided in Section 10. Section 8. Actions and Events at the Closing. The following events will take place
at the Closing: (a) The Issuer will deliver the Bonds to the Purchaser or its designee, at the place set forth in Item 4 in Exhibit B. The Bonds so delivered will be in the form required
by the Indenture, duly executed on behalf of the Issuer and authenticated by the Trustee, and will be fully registered in the names requested by the Purchaser or its designee. (b) The
Borrower will deliver or cause to be delivered to the Purchaser at the place set forth in Item 4 in Exhibit B, or at such other place or places as the parties hereto may mutually agree
upon, the materials described in Section 7.2. (c) The Purchaser or its designee will deliver to the Trustee, for the account of the Issuer or as the Issuer directs, an amount equal to
the purchase price of the Bonds as set forth in Item 2 of Exhibit B by wire transfer to the Trustee, in immediately available federal funds. Section 9. Termination of Agreement. The
Purchaser may terminate this Agreement, without liability therefor, by notifying you at any time prior to the Closing if: (a) Any legislation is introduced in, or enacted by, the United
States Congress, or shall have been reported out of committee or be pending in committee, or any decision is rendered by any court of competent jurisdiction, or any ruling or regulation,
temporary regulation, release or announcement shall have been issued or proposed by the Treasury Department of the United States, the Internal Revenue Service, or any other agency of
the government of the United States that, in the reasonable judgment of the Purchaser, has the purpose or effect of subjecting interest on the Bonds to inclusion in gross income for
purposes of federal income taxation; or
8 (b) Any legislation is introduced in, or enacted by the United States Congress or any action is taken by, or on behalf of, the Securities and Exchange Commission, that, in the opinion
of counsel to the Purchaser has the effect of requiring (i) the contemplated purchase of the Bonds, or the Indenture or the Loan Agreement to be registered under the 1933 Act or the
Indenture to be qualified under the 1939 Act, or (ii) any governmental consents, approvals, orders or authorizations for the consummation of the transactions contemplated by this Agreement,
the Issuer Documents or the Loan Documents which cannot, without undue expense, be obtained prior to the Closing Date. (c) In the judgment of the Purchaser it becomes impracticable to
market, purchase or sell the Bonds or to enforce commitments for the purchase of Bonds because (A) additional material restrictions not in force as of the date hereof shall have been
imposed upon trading in securities generally by any governmental authority or by any national securities exchange; (B) a general banking moratorium shall have been established by federal,
New York or California authorities; or (C) a war involving the United States of America shall have been declared, or any other national or international calamity shall have occurred,
or any conflict involving
the armed forces of the United States of America shall have escalated to such a magnitude as to materially affect the ability of the Purchaser to purchase or sell the Bonds; or (d)
Any litigation shall be instituted, pending or threatened to restrain or enjoin the issuance or sale of the Bonds or in any way contesting any authority or security for or the validity
of the Bonds, or the existence or powers of the Issuer; or (e) Legislation shall have been introduced in or enacted by the legislature of the State that would, in the reasonable judgment
of the Purchaser, adversely affect the security for the Bonds; or (f) There shall have occurred any change that, in the reasonable judgment of the Purchaser, makes unreasonable or unreliable
any of the assumptions upon which (i) yield on the Bonds for purposes of compliance with the Code, (ii) payment of debt service on the Bonds, or (iii) the basis for the exclusion from
gross income for federal income tax purposes of interest on the Bonds, is predicated; or (g) There shall have occurred any outbreak or material escalation of hostilities or other calamity
or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable opinion of the Purchaser, impractical to enforce commitments for
the purchase of the Bonds; or (h) The Issuer shall fail to execute and deliver or to obtain one or more filings, consents, approvals, authorizations, registrations or other action requested
by the Purchaser to be obtained or taken by the Issuer and such failure is based upon the Issuer’s conclusion that such action is unduly burdensome and the Purchaser shall reasonably
conclude that, as a result of the Issuer’s failure to so execute and deliver or to obtain what has been requested by the Purchaser, the purchase of the Bonds will be materially adversely
affected. Section 10. Fees and Expenses; Costs of Issuance. All costs, fees and expenses incident to the performance of the Issuer's, Purchaser’s and Borrower's obligations in connection
with the issuance and purchase of the Bonds, including the reasonable expenses of counsel, as well as expenses relating to the meals, transportation, lodging, and entertainment incidental
to implementing this Agreement, shall be paid by the Borrower to the Trustee by wire transfer of immediately available funds on the Closing Date. Section 11. Indemnification by Borrower.
9 (a) The Borrower agrees to pay, defend, protect, indemnify, save and hold harmless the Issuer, the Purchaser and each affiliate, member, officer, director, official, employee and agent
of the Issuer and the Purchaser and each person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of
the Securities Exchange Act of 1934, as amended (referred to herein as an “Indemnified Party” and collectively as the “Indemnified Parties”), against any and all liabilities, losses,
damages, costs, expenses (including reasonable attorneys’ fees), causes of action (whether in contract, tort or otherwise), suits, claims, demands and judgments of any kind, character
and nature (collectively referred to herein as the “Liabilities”) caused by or directly or indirectly arising from or in any way relating to the Bonds, the Project, the loan of the proceeds
of the Bonds, the Loan Agreement, the Indenture, this Agreement or any document related to the the Bonds, the Project, the loan of the proceeds of the Bonds (the “Transaction Documents”)
or any transaction or agreement, written or oral, pertaining to the foregoing; provided, however, that the Borrower shall not be required to indemnify, save or hold harmless an Indemnified
Party for losses caused by the gross negligence or the willful misconduct of the Indemnified Party. (b) The Borrower also agrees to pay, defend, protect, indemnify, save and hold harmless
the Purchaser and each affiliate, member, officer, director, official, employee and agent of the Purchaser from and against the Liabilities directly or indirectly arising from or relating
to (i) any errors or omissions of any nature whatsoever contained in any legal proceedings or other official representation or inducement made by the Issuer pertaining to the Bonds and
(ii) any fraud or misrepresentations or omissions contained in the proceedings of the Issuer pertaining to the financial condition of the Borrower. (c) The Indemnified Party shall, shall,
in the event of any claim, suit, action or proceeding against it with respect to which indemnity may be sought on account of any indemnity agreement by the Borrower contained herein,
promptly give written notice thereof to the Borrower. When such notice is given, the Borrower shall be entitled to participate, at its own expense, in the defense of, or if it so elects,
to assume the defense of, such claim, suit, action or proceeding, in which event such defense shall be conducted by counsel chosen by the Borrower, provided that each Indemnified Party
shall have the right to review and approve or disapprove any compromise or settlement which approval shall not be unreasonably withheld. If the Borrower shall elect not to assume such
defense, it shall assume the payment of all expenses related thereto. Notwithstanding the above, each Indemnified Party shall have the right to employ separate counsel in any such action
or proceeding and to participate in the investigation and defense thereof, provided that the Borrower shall bear the reasonable fees, costs and expenses of such separate counsel if (i)
the use of counsel chosen by the Borrower to represent the Indemnified Party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets
of, any such action include both the Indemnified Party and the Borrower and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it and/or
other Indemnified Parties that are different from or additional to those available to the Borrower, (iii) the Borrower shall not have employed counsel satisfactory to the Indemnified
Party to represent the Indemnified Party within a reasonable time after notice of the institution of such action, or (iv) the Borrower shall authorize the Indemnified Party to employ
separate counsel at the expense of the Borrower. Each and every Indemnified Party shall have the right to compromise, settle or conclude any claim, action or proceeding against it with
the written consent of the Borrower, which consent shall not be unreasonably withheld. The foregoing notwithstanding, in the event that the Borrower shall assume such defense and any
Indemnified Party or Parties shall be advised by independent legal counsel that counsel selected by the Borrower is not fully and adequately protecting such party or parties and representing
the interests of such party or parties and the Borrower has been given written notice thereof and a reasonable opportunity to cure or find other counsel acceptable to the Indemnified
Parties, any such Indemnified Party or Parties shall have the right to conduct its own defense against any such claim, suit, action or proceeding in addition to or in lieu of any defense
conducted by the Borrower, and the Indemnifying
10 Party shall indemnify and hold harmless such Indemnified Party or Parties against and from any and all suits, claims, damages, liabilities or expenses whatsoever, including reasonable
fees and expenses of counsel selected by such Indemnified Party or Parties incurred by and arising out of or in connection with any such claim, suit, action or proceeding. (d) In order
to provide for just and equitable contribution in circumstances in which the indemnity provided for in paragraph (a) or (b) of this Section 11 is for any reason held to be unavailable,
the Borrower and the Indemnified Party shall contribute proportionately to the aggregate Liabilities to which the Borrower and the Indemnified Party may be subject, so that the Indemnified
Party is responsible for that portion represented by the percentage that the fees paid by the Borrower to the Indemnified Party in connection with the issuance and administration of
the Bonds bear to the aggregate offering price of the Bonds, with the Borrower responsible for for the balance; provided, however, that in no case shall the Indemnified Party be responsible
for any amount in excess of the fees paid by the Borrower to the Indemnified Party in connection with the issuance and administration of the Bonds. (e) The Indemnified Parties, other
than the Issuer and the Purchaser, shall be considered to be third party beneficiaries of this Agreement for purposes of this Section 11. The provisions of this Section 11 will be in
addition to all liability which the Borrower may otherwise have and shall survive any termination of this Agreement, the offering and sale of the Bonds and the payment or provisions
for payment of the Bonds. No person guilty of fraudulent misrepresentation (within the meaning of Section 10(b) of the Securities Exchange Act of 1934) shall be entitled to contribution
from any person who was not guilty of such misrepresentation. (f) The indemnification hereunder shall be in addition to, and shall not limit, any indemnity granted by the Borrower pursuant
to the Loan Agreement or any other document. Section 12. Miscellaneous. 12.1 All notices, demands and formal actions hereunder will be writing and mailed, telecopied or delivered to
the following address or such other address as any of the parties shall specify: If to the Purchaser Citibank, N.A. Representative: 390 Greenwich Street, 2nd Floor New York, NY 10013
Attention: Desk Head Loan/Transaction Management Group Re: Congregational Tower Deal I.D. No. 22044 Facsimile: (212) 723-8642
11 With a copy to: Citibank, N.A. 325 East Hillcrest Drive, Suite 160 Thousand Oaks, CA 91360 Attention: Operations Manager/Asset Manager Re: Congregational Tower Deal I.D. No. 22044
Facsimile: (805) 557-0924 With a copy to: Citibank, N.A. 787 W. Fifth Street, 29th Floor Los Angeles, California 90071 Attention: Account Specialist Re: Congregational Tower Deal I.D.
No. 22044 Facsimile: (213) 624-3380 And a copy of any notices: Citibank, N.A. of default sent to: 388 Greenwich Street New York, NY 10013 Attn: General Counsel’s Office Re: Congregational
Tower Deal I.D. No. 22044 Facsimile (212) 723-8939 If to the Issuer: Housing Authority of the City of Chula Vista 276 Fourth Avenue Chula Vista, California 91910 Attention: Executive
Director Telephone: ____________ Facsimile: ____________ If to the Borrower: Congregational Tower Partners, L.P. c/o Retirement Housing Federation 911 N. Studebaker Road Long Beach,
CA 90815 Attention: ___________________ Telephone: _________________ Facsimile: _________________ and with a copy to: Nixon Peabody 401 9th Street NW Washington, DC 20004 Attention:
Michael Reardon Telephone: (202) 585-8304 Facsimile: ________________
12 and with a copy to Union Bank the Equity Investor: 900 Avenue of the Stars, Suite 600 Los Angeles, CA 90067 Attention: ___________________ Telephone: _________________ Facsimile:
_________________ with a copy to: Paul Hastings 515 South Flower Street, 25th Floor Los Angeles, CA 90071 Attention: Ken Krug Telephone: (213) 683-6230 Facsimile: _________________ 12.2
This Agreement will inure to the benefit of and be binding upon the parties hereto and their permitted successors and assigns and will not confer any rights upon any other person. 12.3
This Agreement may not be assigned by the Issuer or the Borrower without the prior written consent of the Purchaser. This Agreement may be assigned by the Purchaser upon written notice
of such assignment from the Purchaser to the Issuer and the Borrower. The Purchaser may designate the entity in whose name the Bonds are to be registered at Closing by providing registration
information to the Trustee and Bond Counsel on or prior to the Closing Date. 12.4 This Agreement may not be amended without the prior written consent of the Issuer, the Borrower and
the Purchaser. 12.5 The representations, covenants and agreements of the Issuer and the Borrower will not be deemed to have been discharged, satisfied or otherwise rendered void by reason
of the Closing and regardless of (a) any investigations made by or on behalf of the Purchaser (or statements as to the results of such investigations) concerning such representations,
covenants and agreements and (b) delivery of and payment for the Bonds. 12.6 This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed
and delivered will be an original, but all such counterparts will together constitute but one and the same instrument. 12.7 This Agreement will become effective and binding upon the
respective parties hereto upon the execution and delivery hereof by the parties hereto and will be valid and enforceable as of the time of such execution and delivery. 12.8 If any provision
of this Agreement is held or deemed to be or is, in fact, inoperative, invalid or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions
because it conflicts with any provision of any constitution, statute, rule of public policy, or any other reason, such circumstances will not have the effect of rendering the provision
in question inoperable or unenforceable in any other case or circumstance or of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to
any extent whatever. 12.9 This Agreement will be governed by and construed in accordance with the laws of the State applicable to agreements to be performed wholly therein.
13 12.10 Except as provided in Section 11, the obligations of the Purchaser and Borrower hereunder shall be without recourse to any shareholder, member, trustee, officer, employee, agent
or manager of the Purchaser or Borrower and no shareholder, member, trustee, officer, employee, agent or manager of the Purchaser or Borrower shall be personally liable for the payment
of any obligation of the Purchaser or Borrower, as applicable, hereunder. In the event any legal actions or proceedings are brought in respect of such obligations, any judgment against
the Purchaser or Borrower shall be enforced only against the assets of the Purchaser or Borrower, as applicable, and not against any property of any trustee or manager of the Purchaser
or Borrower. 12.11 The Issuer and the Borrower each acknowledge and agree that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s-length commercial transaction
among the Issuer, the Borrower, and the Purchaser, (ii) in connection therewith and with the discussions, undertaking and procedures leading up to the consummation of such transaction,
the Purchaser is and has been acting solely as a principal and is not acting as the agent, advisor, or fiduciary of the Issuer or the Borrower, (iii) the Purchaser has not assumed an
advisory or fiduciary responsibility in favor of the Issuer or the Borrower with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto
(irrespective of whether the Purchaser has provided other services or is currently providing other services to the Issuer or the Borrower on other matters) and the Purchaser has no obligation
to the Issuer or the Borrower with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and (iv) the Issuer and the Borrower have
consulted their own legal, financial and other advisors to the extent they deem appropriate. [Signature pages start on next page]
[Counterpart Signature Page to the Congregational Tower Bond Purchase Agreement] If the foregoing accurately sets forth our mutual understanding concerning the subject matter hereof,
kindly indicate your acceptance by executing this Agreement. CITIBANK, N.A. By: Authorized Signatory [Signatures continue on next page]
Counterpart Signature Page to the Congregational Tower Bond Purchase Agreement] HOUSING AUTHORITY OF THE CITY OF CHULA VISTA By: Executive Director ATTEST: Secretary [Signatures continue
on next page]
[Counterpart Signature Page to the Congregational Tower Bond Purchase Agreement] CONGREGATIONAL TOWER PARTNERS, L.P., a California limited partnership By: Congregational Tower, LLC its
managing general partner By: Congregational Tower RHF Housing, Inc., a California nonprofit corporation, its member By: Name: Its: By: Community Congregational Development Corp., a California
nonprofit corporation, its member By: Name: Its:
EXHIBIT A – GLOSSARY OF TERMS “Act” means Chapter 1 of Part 2 of Division 24 of the California Health and Safety Code, as amended. “Agreement” means this Bond Purchase Agreement, as
amended from time to time. “Bond Counsel” means Stradling, Yocca, Carlson & Rauth. “Bonds” means the Issuer’s Housing Authority of the City of Chula Vista Multifamily Housing Revenue
Bonds (Congregational Tower) Series 2013A issued and delivered in the original maximum principal amount of $[________]. “Borrower” means Congregational Tower Partners, L.P., a California
limited partnership, and its successors and assigns. “Closing” means the proceeding on the Closing Date at which the Bonds are delivered to the Purchaser. “Closing Date” means January
__, 2013, the date on which the Closing takes place. “Closing Documents” has the meaning ascribed to such term in Section 3 hereof. “Code” means the Internal Revenue Code of 1986, as
amended, together with all corresponding and applicable final or temporary regulations and revenue rulings issued or promulgated thereunder. “Constitution” means the Constitution of
the State. “Guarantor” means the party or parties making the Exceptions to Non-Recourse Guaranty dated January 1, 2013 and the Completion Guaranty dated January 1, 2013 in connection
with the issuance of the Bonds; “Indenture” means that certain Trust Indenture dated as of January 1, 2013 between the Issuer and the U.S. Bank National Association. “Indemnified Parties”
means the Issuer, the Purchaser and each affiliate, member, officer, director, official, employee and agent of the Issuer and the Purchaser and each person, if any, who controls any
of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended. “Issuer” means the Housing
Authority of the City of Chula Vista, a public body corporate and politic, duly organized and existing under the Constitution and the laws of the State of California. “Issuer Documents”
means, collectively, the Indenture, the Loan Agreement, this Agreement, the Assignment of Deed of Trust and Loan Documents dated as of January 1, 2013 executed by the Issuer and all
other agreements, documents and certificates as may be required to be executed and delivered by the Issuer to carry out, give effect to, and consummate the transactions contemplated
by this Agreement or by the other Issuer Documents. “Loan Agreement” means that certain Loan Agreement dated as of January 1, 2013 between the Issuer and the Borrower.
A-2 “Loan Documents” shall have the meaning ascribed to such term in the Indenture. “Mortgage” means that certain Multifamily Deed of Trust, Assignment of Rents, Security Agreement and
Fixture Filing executed by the Borrower and granting a first lien on the Project for the benefit of the Trustee (by assignment from the Issuer), including any amendments and supplements
thereto. “1933 Act” means the Securities Act of 1933, as amended. “1934 Act” means the Securities Exchange Act of 1934, as amended. “1939 Act” means the Trust Indenture Act of 1939,
as amended. “Note” means that certain multifamily note from the Borrower relating to the Bonds and secured by the Mortgage. “Partners” means all partners, members and other entities
that comprise the Borrower and are included on the Borrower’s signature page to this Agreement. “Project” means that certain multifamily housing facility consisting of approximately
186 units with related amenities and site improvements and related personal property and equipment located in the City of Chula Vista and known as Congregational Tower. “Purchaser” means
Citibank, N.A., a national banking association, or its designee or nominee, together with their respective permitted successors and assigns hereunder. “Regulatory Agreement” means that
certain Regulatory Agreement and Declaration of Restrictive Covenants by and among the Issuer, the Trustee and the Borrower. “Resolution” means the resolution or resolutions of the Issuer,
authorizing, among other things, the execution and delivery by the Issuer of the Issuer Documents and the Bonds and the performance of its obligations thereunder. “State” means the State
of California. “Trustee” means U.S. Bank National Association or its successors or any other corporation or association resulting from or surviving any consolidation or merger to which
it or its successors may be a party and any successor trustee at any time serving as successor trustee under the Indenture.
EXHIBIT B – TERMS OF BONDS 1. Title of Bonds: $[BOND AMT] Housing Authority of the City Of Chula Vista, Multifamily Housing Revenue Bonds (Congregational Tower) Series 2013A. 2. Purchase
Price: 100% of Aggregate Principal Amount. 3. Payment Related Terms: (a) Date of the Bonds: January __, 2013. (b) Interest Payment Dates: [January 3, 2013] and the first Thursday of
each month thereafter, or as set forth in the Indenture. (c) Aggregate Principal Amount: [Par Amount of Bonds]. (d) Maturity Dates: August 1, 2045. (e) Interest Rates: From the Closing
Date to the Conversion Date, the SIFMA Index Rate, and from the Conversion Date to the Maturity Date, the Fixed Interest Rate. (f) Redemption Provisions: (i) Mandatory Redemption: as
set forth in the Indenture. (ii) Optional Redemption: as set forth in the Indenture. 4. Logistics of Closing: (a) Time of Closing: 12:00 noon, Place of Closing local time. (b) Date of
Closing: January __, 2013. (c) Place of Closing: Stradling, Yocca, Carlson & Rauth. Newport Beach, California (d) Delivery of Bonds: as directed by Purchaser, subject to the provisions
of Section 3 hereof.
EXHIBIT C – FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL [Letterhead of Bond Counsel] January __, 2013 Citibank, N.A., New York, New York $[BOND AMT] HOUSING AUTHORITY OF THE CITY OF
CHULA VISTA MULTIFAMILY HOUSING REVENUE BONDS (CONGREGATIONAL TOWER) SERIES 2013A [After appropriate introductory language, the opinion shall state substantially as follows:] (1) The
Bond Purchase Agreement dated January __, 2013 has been duly executed and delivered by, and constitutes the valid and binding agreement of, the Issuer. (2) The Bonds are not subject
to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended.
EXHIBIT D – POINTS TO BE COVERED IN OPINION OF COUNSEL TO THE ISSUER/CERTIFICATE OF ISSUER [After appropriate introductory language, the opinion or certificate shall state substantially
as follows:] (1) The Issuer is a public body corporate and politic, organized and existing under the laws of the State of California. (2) The Bond Resolution was duly adopted at a meeting
of the governing board of the Issuer, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout. The
Bond Resolution is in full force and effect and has not been amended, modified or superseded. (3) The Issuer Documents have been duly executed and delivered by the Issuer and (assuming
due authorization, execution and delivery by and validity against the other parties thereto) are valid and binding agreements of the Issuer. (4) To the best of my knowledge, no action,
suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body has been served upon the Issuer and is pending or is
otherwise known to be threatened in any way affecting the existence of the Issuer, or the titles of the Issuer’s officials to their respective offices, or seeking to restrain or to enjoin
the issuance, sale or delivery of the Bonds or the application of the proceeds thereof in accordance with the Indenture, or the collection or application of the Pledged Revenues (as
defined in the Indenture) to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Issuer Documents or any action
of the Issuer contemplated by any of said documents, or in any way contesting the powers of the Issuer or its authority with respect to the Issuer Documents or any action on the part
of the Issuer contemplated by any of said documents, nor to my knowledge is there any basis therefor.
EXHIBIT E – FORM OF BORROWER’S COUNSEL OPINION [Letterhead of Borrower’s Counsel] January __, 2013 Citibank, N.A., New York, New York Housing Authority of the City of Chula Vista Chula
Vista, California Citigroup Global Markets Inc., a New York Corporation New York, New York U.S. Bank National Association Los Angeles, California Robinson & Cole LLP New York, New York
Stradling, Yocca, Carlson & Rauth Newport Beach, California $[BOND AMT] HOUSING AUTHORITY OF THE CITY OF CHULA VISTA MULTIFAMILY HOUSING REVENUE BONDS (CONGREGATIONAL TOWER) SERIES 2013A
(the “Bonds”) Ladies and Gentlemen: We are counsel for Congregational Tower Partners, L.P., a California limited partnership (the “Borrower”), Congregational Tower, LLC, a California
limited liability company (the “General Partner”), [___________], a [___________] (the “Corporate Guarantor”), [___________], an individual resident of the State of [___________] and
[___________], an individual resident of the State of [___________] (the “Individual Guarantors”; and together with General Partner and Corporate Guarantor, collectively, the “Guarantors”)
in connection with the making of a loan in the amount of [__________](the “Loan”) being made from the proceeds of the issuance by Housing Authority of the City of Chula Vista (“Issuer”)
and sale of the referenced Bonds to Citibank, N.A. (in its capacity as purchaser of the Bonds, the “Purchaser”). Citibank, N.A. (in its capacity as Bondholder Representative, “Bondholder
Representative”), U.S. Bank National Association (in its capacity as trustee under the Trust Indenture, “Trustee”) and Issuer are collectively referred to herein as the “Beneficiary
Parties”. In our capacity as counsel to Borrower and Guarantors, we have examined certain documents with respect to the above-referenced transaction, including: A. The Multifamily Note,
dated as of January __, 2013 in the original principal amount of $[BOND AMT], executed by Borrower (the “Note”); B. The Multifamily Deed of Trust, Assignment of Rents, Security Agreement
and Fixture Filing (the “Mortgage”) dated as of January 1, 2013, executed by Borrower for the benefit of Issuer, granting a security interest in the real and personal property (the “Project”)
as more specifically described in the Mortgage;
E-2 C. The Assignment of Deed of Trust and Loan Documents dated as of January 1, 2013 by Issuer to Trustee (the “Issuer Assignment”); D. Uniform Commercial Code financing statement(s)
naming Borrower as debtor (the “Financing Statement(s)”); E. Uniform Commercial Code financing statement(s) naming General Partner as debtor (the “Financing Statement(s)”); F. The Bond
Purchase Agreement, dated as of January __, 2013 by and among Borrower, Issuer and Purchaser; G. The Continuing Disclosure Agreement, dated as of January 1, 2013 by and between Borrower
and Trustee; H. The Contingency Draw-Down Agreement, dated as of January 1, 2013, by and among the Borrower, Purchaser and Trustee; I. The Loan Agreement, dated as of January 1, 2013
between Borrower and Issuer; J. The Agreement of Environmental Indemnification, dated as of January 1, 2013 by Borrower for the benefit of Beneficiary Parties; K. The Construction Funding
Agreement dated as of January 1, 2013 between Borrower and Trustee; L. The Agreement Regarding Conversion dated as of January 1, 2013 between Borrower and Trustee; M. The Replacement
Reserve Agreement dated as of January 1, 2013 between Borrower and Bondholder Representative; N. The Completion Guaranty dated as of January 1, 2013 made by Guarantors for the benefit
of Beneficiary Parties; O. The Exceptions to Non-Recourse Guaranty dated as
of January 1, 2013 made by Guarantors for the benefit of Beneficiary Parties; P. The Borrower’s Certificate and Agreement dated as of January 1, 2013 made by Borrower for the benefit
of Beneficiary Parties; Q. The Assignment of Equity Investor Capital Contributions, Pledge and Security Agreement dated as of January 1, 2013 by Borrower for the benefit of Trustee;
R. The Assignment of Equity Interests, Pledge and Security Agreement dated as of January 1, 2013 by General Partner for the benefit of Trustee; S. The Assignment of Construction Contract
dated as of January 1, 2013 by Borrower for the benefit of Trustee; T. The Assignment of Architect’s Agreement and Plans and and Specifications dated as of January 1, 2013 by Borrower
for the benefit of Trustee;
E-3 U. The Assignment of Project Documents dated as of January 1, 2013 by Borrower for the benefit of Trustee and Bondholder Representative; V. The Hedge Security Agreement dated as
of January 1, 2013 by Borrower for the benefit of Trustee (the “Hedge Security Agreement”); W. The Assignment of Management Agreement dated as of January 1, 2013 by Borrower for the
benefit of Trustee; X. The Tax Certificate dated as of January 1, 2013 by and among Issuer, Borrower and Trustee; Y. The Regulatory Agreement and Declaration of Restrictive Covenants
dated as of January 1, 2013 by and among Borrower, the Issuer and the Trustee; Z. A certified copy of the Limited Partnership Agreement and Certificate of Limited Partnership of Borrower,
and a Certificate of Good Standing with respect to Borrower issued by the California Secretary of State on [__________] (collectively, the “Borrower Organizational Documents”); AA. A
certified copy of the Articles of Organization and the Bylaws of General Partner, which executed the Loan Documents, and a certificate of existence with respect to General Partner issued
by the California Secretary of State on [__________]; and a certified copy of the Articles of Organization of Corporate Guarantor and the Bylaws of Corporate Guarantor, and a Certificate
of Good Standing with respect to Corporate Guarantor issued by the California Secretary of State on [__________] (collectively, the “Guarantor Organizational Documents”); BB. Documents
and other matters we deem appropriate, relating to the Housing Assistance Payments (HAP) Contracts under Section 8 of the United States Housing Act of 1937 (42 U.S.C. 1473f) that relate
to the Project; CC. Such other documents, matters, statutes, ordinances, published rules and regulations, published judicial and governmental decisions interpreting or applying the same,
and other official interpretations as we deemed applicable in connection with this opinion. The documents listed in A through [Y] above are referred to collectively as the “Loan Documents.”
The documents listed as N and O above, are referred to collectively as the “Guarantor Documents.” We have examined pertinent statutes and regulations and copies, certified or otherwise,
identified to our satisfaction of such records of Borrower and Guarantors and have done such other investigation as we have considered necessary as a basis for the opinions hereinafter
expressed. In the course of our examination and review and in connection with the opinions hereafter expressed, we have assumed the due authorization, execution and delivery of all documents
by all parties thereto other than Borrower and Guarantors. We have also made such inquiries of Borrower and Guarantors and others as we have deemed necessary in connection with this
opinion. In basing the opinion set forth in this opinion on “our knowledge”, the words “our knowledge” signify that, in the course of our representation of Borrower and Guarantor, no
facts have come to our attention that would give us actual knowledge or actual notice that any such opinions or other matters are
E-4 not accurate or that any of the Loan Documents are not accurate and complete. “Our knowledge” is a qualification as to factual matters and information, as qualified in this paragraph,
and is not a qualification as to our knowledge of applicable laws, regulations, rulings and court decisions. Based on the foregoing, it is our opinion that: 1. Borrower is a limited
partnership, duly formed, validly existing and in good standing under the laws of the State of California, and is qualified and in good standing wherever such qualification and/or standing
are required, including the State of California. 2. Borrower has full legal right, power and authority to own its properties and conduct its business as now conducted, to borrow the
proceeds of the Loan, and to execute and perform its obligations under the Loan Documents. 3. General Partner is a [__________] duly organized, validly existing and in good standing
under the laws of the State of [__________] and has all requisite corporate/limited liability company/partnership power and all material governmental licenses, authorizations, consents
and approvals necessary to own and operate its property and conduct its business. General Partner is qualified to do business in the State of [__________]. 4. Corporate Guarantor is
a [__________] duly organized, validly existing and in good standing under the laws of the State of [__________] and has all requisite corporate/limited liability company/partnership
power and all material governmental licenses, authorizations, consents and approvals necessary to own and operate its property and conduct its business. 5. All necessary partnership
action, including required approvals, if any, by all partners of Borrower including General Partner, has been taken to authorize the execution, delivery and performance of the Loan Documents
by Borrower. The individual or individuals who have executed the Loan Documents on behalf of General Partner of Borrower have the authority to bind General Partner and thereby Borrower
to the terms and conditions of the Loan Documents. 6. All necessary limited partnership action, including required approvals, if any, by [directors and shareholders/members/partners]
of Corporate Guarantor, has been taken to authorize the execution, delivery and performance of the Guarantor Documents by Corporate Guarantor. The individual or individuals who have
executed the Guarantor Documents on behalf of Corporate Guarantor have the authority to bind Corporate Guarantor to the terms and conditions of the Guarantor Documents. 7. To the best
of our knowledge after due and diligent inquiry, no authorization, consent, approval, license, exemption of, or filing or registration with, any municipal, county, state or Federal court
or governmental department, commission, board, bureau, agency or instrumentality is or will be necessary for the valid execution or delivery by Borrower of the Loan Documents or by any
Guarantor of the Guarantor Documents or their performance of their respective obligations thereunder, other than any any filings, notices or recordings which may be required for the
perfection of any liens, pledges or security interests granted pursuant to the Loan Documents or Guarantor Documents.
E-5 8. To the best of our knowledge after due and diligent inquiry, as of the date of this opinion letter, none of Borrower, General Partner nor any Guarantor is in any material respect
in violation of, breach of or default under any applicable Constitutional provision or law of any state or of the United States, or any order, rule or regulation of any court or governmental
agency or body having jurisdiction over Borrower, General Partner, or any Guarantor or any of their activities, properties or assets, or any indenture, mortgage, deed of trust, resolution,
note agreement (including, without limitation, the Loan Documents) or other agreement or instrument to which any of Borrower, General Partner, or any Guarantor is a party or by which
any of Borrower, General Partner or any Guarantor or any of their property or assets is bound, and no event has occurred and is continuing which with the passage of time or the giving
of notice, or both, would constitute such a default or event of default under any such instruments; and the execution and delivery of the Bonds, the Loan Documents and the Guarantor
Documents, and compliance with the provisions on Borrower’s, General Partner’s or any Guarantor’s part contained therein, do not and will not conflict with, or constitute on the part
of Borrower, General Partner or any Guarantor a violation of, breach of or default under, any applicable constitutional provision or law of any state or of the United States, or any
order, rule or regulation of any court or governmental agency or body having jurisdiction over Borrower, General Partner or any Guarantor or any of their activities, properties or assets,
or any indenture, mortgage, deed of trust, resolution, note agreement or other agreement or instrument to which Borrower, General Partner, or any Guarantor is a party or by which Borrower,
General Partner or any Guarantor or any of their property or assets is bound, nor will any such execution, delivery or compliance result in the creation or imposition of any lien, charge
or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of Borrower, General Partner or any Guarantor or under the terms of any such law,
regulation or instrument, except as provided by the Bonds, the Loan Documents or the Guarantor Documents. 9. To the best of our knowledge after due and diligent inquiry, other than any
filings, notices or recordings which may be required for the perfection of any liens, pledges or security interests granted pursuant to the Loan Documents, Borrower has obtained all
material permits, licenses or other authorizations or approvals necessary under the laws of the State of California and the United States of America for the operation of the Project
as multifamily residential rental housing and all such licenses, permits, authorizations and approvals are valid and are in full force and effect. 10. Each of the Loan Documents has
been duly executed and delivered by Borrower and constitutes the valid and legally binding obligation of Borrower, enforceable against Borrower in accordance with its terms, subject
to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally, and (ii) the exercise of judicial discretion
in accordance with general principles of equity (whether applied by a court of law or of equity); and (iii) certain remedies, waivers, and other provisions of the Loan Documents may
not be enforceable, but, subject to the qualifications set forth in the foregoing subparagraphs (i) and (ii), such unenforceability will not preclude (a) the enforcement of the obligation
of the Borrower to pay the principal, interest and prepayment premium, if any, as provided in the Note, and (b) the foreclosure of the Security Instrument upon the event of a material
breach. 11. The execution and delivery of, and the performance of the obligations under, the Loan Documents, will not violate the Borrower Organizational Documents nor the organizational
documents of General Partner
. E-6 12. Neither the execution and delivery by Borrower of the Loan Documents, nor the fulfillment of the terms of the Loan Documents violate any law or regulations applicable to Borrower
or court decree known to us to be applicable to Borrower; and, to the best of our knowledge after due and diligent inquiry, none of such actions will result in a breach of, or constitute
a default under any agreement, indenture or other instruments to which Borrower or General Partner is a party or by which it is bound. 13. Each of the Guarantor Documents has been duly
executed and delivered by each Guarantor and constitutes the valid and legally binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms,
subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally, and (ii) the exercise of judicial discretion
in accordance with general principles of equity (whether applied by a court of law or of equity). 14. The execution and delivery of, and the performance of the obligations under, the
Guarantor Documents, will not violate the Guarantor Organizational Documents. 15. Neither the execution and delivery by Guarantors of the Guarantor Documents, nor the fulfillment of
the terms of the Guarantor Documents violate any law or regulations applicable to any Guarantor or court decree known to us to be applicable to any Guarantor; and, to the best of our
knowledge after due and diligent inquiry, none of such actions will result in a breach of, or constitute a default under any agreement, indenture or other instruments to which any Guarantor
is a party or by which it is bound. 16. To the best of our knowledge after due and diligent inquiry, as of the Closing Date, there is no action, suit, proceeding, inquiry or investigation,
at law or in equity, before or by any judicial or administrative court or governmental agency or body, state, Federal or other, pending or, to the best of our knowledge, threatened against
Borrower, General Partner or any Guarantor, affecting the existence of Borrower, General Partner or any Guarantor or the titles of its officers to their respective offices, or contesting
or affecting as to Borrower, General Partner or any Guarantor the validity or enforceability of the Act (as defined in the Indenture), the Bonds, any Loan Document or any Guarantor Document
or the execution and delivery or adoption by Borrower of any Loan Document or Guarantor of any Guarantor Document or in any way contesting or challenging the powers of Borrower, General
Partner or any Guarantor or its authority with respect to the Loan Documents or the Guarantor Documents, as applicable, or the consummation of the transactions contemplated thereby;
nor, to the best of our knowledge after due and diligent inquiry, is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision,
ruling or finding would materially adversely affect the financial condition or operations of Borrower, General Partner or any Guarantor or the validity of the authorization, execution,
delivery or performance by Borrower or General Partner of any Loan Documents or by any Guarantor of any Guarantor Documents. 17. The Mortgage is in appropriate form for recordation in
the land records of [__________] and upon such recordation, will create the encumbrance and security interest it purports to create in the real property, including fixtures, as described
in the Mortgage. Enforcement of the remedies provided in the Mortgage with respect to Borrower or the Project will not, except as expressly limited by the terms of the Mortgage, deprive
any secured party of its right to seek a deficiency or personal judgment nor will it limit the
E-7 right to foreclose on other security or collateral securing the debt. The Mortgage satisfies the requirements of [applicable state statute governing mortgages]. 18. Filing of the
Financing Statements in the office of the [Office of the County Clerk/Recorder of Deeds] of [_____] County, California and in the Office of the Secretary of State of the State of California
(collectively, the “Filing Offices”), will perfect the security interest granted under the Loan Documents in the personal property (the “Personalty”) of Borrower located in the State
of California. The Filing Offices are the only offices in the State of California in which the Financing Statement(s) are required to be filed in order to perfect the security interest
in the Personalty as contemplated by the Loan Documents. 19. Filing of the Financing Statements in the office of the Office of the Secretary of State of the State of California will
perfect the security interest granted under the Hedge Security Agreement in the collateral described in collateral described in the Hedge Agreement (the “Hedge Collateral”). The Office
of the Secretary of State of the State of California is the only office in the State of California in which the Financing Statement(s) are required to be filed in order to perfect the
security interest in the Hedge Collateral as contemplated by the Hedge Security Agreement. 20. Only the Issuer Assignment and the Financing Statements are required under the laws of
the State of California to be recorded or filed in order to effect a valid and binding assignment of the Loan to the Trustee (assuming the Issuer Assignment and the endorsement to the
Note have been duly authorized, executed and delivered by the Issuer). In connection therewith, the [Office of the County Clerk/Recorder of Deeds] of [_____] County, California is the
only office in the State of California in which the Issuer Assignment is required to be recorded or filed. Assuming the Issuer Assignment and the endorsement of the Note are duly authorized,
executed, and delivered by the Issuer and the Issuer Assignment is recorded in the appropriate offices of the State of California and the Financing Statements are filed in Filing Offices,
the Issuer Assignment and the endorsement of the Note are adequate under the laws of the State of California to effect a valid and binding assignment of the Loan to the Trustee. 21.
Under the laws of the State of California, the holder of the Loan is not required to pay interest to Borrower on any escrow or reserve accounts established by such holder or any other
party for the payment of real estate taxes and assessments or insurance premiums or for replacements to the Project. 22. The Loan Documents are governed by the laws of the State of California
and with reference to the usury laws of the State of California, in which the Project is located, the payment of all interest, loan fees, late fees, prepayment premiums, the default
rate of interest and other charges under and pursuant to the Loan Documents are not usurious under the law of such State. No Federal, state or local laws in the nature of truth-inlending,
real estate settlement procedures, equal credit opportunity or disclosure, apply to the loan made pursuant to the Loan Documents. 23. Except for certain fees for recording charged by
the Filing Offices and the Secretary of State of the State of California, no recording, filing, privilege or other tax must be paid in connection with the execution, delivery, recordation
or enforcement of any of the Loan Documents.
E-8 The opinions set forth above are subject to the following qualifications: (i) We express no opinion with respect to the relative priority of the liens or security interests created
by any of the Loan Documents. We have assumed that Borrower has rights in the Project. We understand that, with respect to the real property, you are relying upon a mortgagee’s title
insurance policy insuring the lien on the Project, and, with respect to the Personalty, you are relying on UCC lien searches and Financing Statements. We also have assumed the recordation
and filing of the Mortgage and Financing Statements in accordance with this opinion following their execution and delivery by Borrower. (ii) The Uniform Commercial Code of the State
of California requires the periodic filing of continuation statements with the Secretary of State and the Filing Offices not more than six (6) months prior to and not later than the
expiration of the five (5) year period from the date of filing of the Financing Statement and the expiration of each subsequent five (5) year period after the original filing, in order
to maintain the perfection and priority of security interests and to keep the Financing Statements in effect. (iii) We express no opinion as to the laws of any jurisdiction other than
the laws of the State of California and the laws of the United States of America. The opinions expressed above concern only the effect of the laws of the State of California and the
United States of America as currently in effect. We confirm that: (a) Based on the Borrower Organizational Documents and the Guarantor Organizational Documents, the name of Borrower,
General Partner and each Guarantor in each of the Loan Documents and the Title Policy is the correct legal name of Borrower and such Guarantor; (b) We do not have any financial interest
in the Project or the Loan Documents, other than fees for legal services performed by us, payment for which has been provided; (c) We acknowledge that the Beneficiary Parties are relying
on this opinion letter and would not be issuing the Bonds, purchasing the Bonds, making the Loan and/or acquiring the Loan, without its issuance. We (i) acknowledge that Borrower has
instructed us to issue and deliver this opinion for the benefit of the addressees, and (ii) waive any defense or claim of lack of contractual privity which we might assert against the
addressees in connection with the issuance of this opinion letter; and (d) Other than as counsel for Borrower, General Partner and Guarantors, we have no interest in Borrower, General
Partner or Guarantors, and do not serve as employees of Borrower, General Partner or Guarantors. We have no undisclosed interest in the subject matters of this opinion. The foregoing
opinions are for the exclusive reliance of the addressees, and their respective successors and assigns, including a trustee in connection with a securitization, their respective counsel,
and by a rating agency in connection with the assignment of a rating to the Bonds or to any certificates backed by the Bonds for purposes of a securitization.
EXHIBIT F – POINTS TO BE COVERED IN THE OPINION OF TRUSTEE’S COUNSEL/TRUSTEE’S CERTIFICATE [After appropriate introductory language, the opinion/certificate shall state substantially
as follows:] (1) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America with trust powers.
(2) The Trustee has all requisite corporate and trust power, authority and legal right and has taken all necessary corporate action to: (i) execute and deliver the Indenture and to accept
the trusts created under the Indenture and to perform its obligations thereunder, (ii) execute and deliver in its capacity as Trustee the Loan Agreement, the Assignment, the Contingency
Draw-Down Agreement, the Continuing Disclosure Agreement and the Regulatory Agreement, as such documents are defined in the Indenture, (such documents, collectively, with the Indenture,
the “Trustee Documents”) and perform the duties and obligations of the Trustee thereunder. (3) The Trustee has duly authorized, executed and delivered the Trustee Documents. Assuming
the due authorization, execution and delivery thereof by the other parties thereto, the Trustee Documents are the legal, valid and binding agreements of the Trustee, enforceable in accordance
with their terms against the Trustee. (4) No authorization, approval, consent, or other order of any governmental agency or regulatory authority having jurisdiction over the Trustee
that has not been obtained is required for the authorization, execution and delivery by the Trustee of the Trustee Documents. (5) There is no litigation pending or, to our knowledge,
threatened against the Trustee to restrain the Trustee’s participation in, or in any way contesting or affecting the creation, organization or existence of the Trustee or the power of
the Trustee with respect to the transactions contemplated by the Trustee Documents. (6) The execution and delivery of the Trustee Documents by the Trustee, and compliance with the provisions
thereof will not contravene the Articles of Association or Bylaws of the Trustee or any law or regulation governing the banking and trust powers of the Trustee or, to our knowledge,
any indenture, mortgage, deed of trust, resolution, note agreement or other agreement or instrument to which the Trustee is a party or by which the Trustee is bound.