HomeMy WebLinkAbout2012/12/11 Item 25 Attachment 4Stradling Yocca Carlson & Rauth Draft dated December 3, 2012 LOAN AGREEMENT BETWEEN HOUSING AUTHORITY OF THE CITY OF CHULA VISTA AS ISSUER, AND CONGREGATIONAL TOWER PARTNERS, L.P. AS
BORROWER Dated as of January 1, 2013 Relating to: $_____________________ HOUSING AUTHORITY OF THE CITY OF CHULA VISTA MULTIFAMILY HOUSING REVENUE BONDS (CONGREGATIONAL TOWER) SERIES
2013A The interest of the Issuer in this Loan Agreement (except for certain rights described herein) has been pledged and assigned to U.S. Bank National Association, as trustee (the
“Trustee”), under that certain Trust Indenture, dated as of January 1, 2013, by and between the Issuer and the Trustee. ??E?E?
i TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; PRINCIPLES OF CONSTRUCTION ............................................... 1 Section 1.1 Specific Definitions .........................................
................................................ 1 Section 1.2 Principles of Construction ................................................................................ 2 ARTICLE II
GENERAL .................................................................................................................... 2 Section 2.1 Issuance of Bonds ..........................................
.................................................. 2 Section 2.2 Security for the Bonds ...................................................................................... 3 Section
2.3 Loan of Bond Proceeds; Note ........................................................................... 4 Section 2.4 Disbursements ...............................................................
.................................. 4 Section 2.5 Loan Loan Payments ................................................................................................. 4 Section 2.6 Additional
Payments ........................................................................................ 5 Section 2.7 Initial Deposit; Costs of Issuance Deposit ............................................
........... 6 Section 2.8 Overdue Payments; Payments if Default .......................................................... 6 Section 2.9 Obligations of the Borrower Absolute and Unconditional
............................... 6 Section 2.10 Optional Prepayment of Note ........................................................................... 7 Section 2.11 Mandatory Prepayment
of Note ....................................................................... 7 Section 2.12 Calculation of Interest Payments and Deposits to Real Estate Related Reserve Funds .....................
............................................................................ 8 Section 2.13 Cap Fee Escrow Escrow .....................................................................................
.......... 8 Section 2.14 Grant of Security Interest; Application of Funds ............................................. 9 ARTICLE III REPRESENTATIONS AND WARRANTIES .................................
........................... 9 Section 3.1 Borrower Representations ................................................................................ 9 Section 3.1.1 Organization; Special
Purpose ....................................................... 9 Section 3.1.2 Proceedings; Enforceability ......................................................... 10 Section 3.1.3
No Conflicts ................................................................................. 10 Section 3.1.4 Litigation.............................................................................
........ 10 Section 3.1.5 Agreements; Consents; Approvals .............................................. 10 Section 3.1.6 Title .......................................................................
...................... 11 Section 3.1.7 Survey .......................................................................................... 11 Section 3.1.8 No Bankruptcy Filing .......................
.......................................... 11 Section 3.1.9 Full and Accurate Disclosure ....................................................... 11 Section 3.1.10 No Plan Assets .....................
....................................................... 11 Section 3.1.11 Compliance .................................................................................. 12 Section 3.1.12
Contracts ...................................................................................... 12 Section 3.1.13 Financial Information ..............................................................
... 12 Section 3.1.14 Condemnation .............................................................................. 12 Section 3.1.15 Federal Reserve Regulations .......................................
............... 12 Section 3.1.16 Utilities and Public Access .......................................................... 12 Section 3.1.17 Not a Foreign Person .......................................
........................... 13 Section 3.1.18 Separate Lots ............................................................................... 13 Section 3.1.19 Assessments .............................
................................................... 13 Section 3.1.20 Enforceability .............................................................................. 13 Section 3.1.21
Insurance ...................................................................................... 13
TABLE OF CONTENTS (Continued) Page ii Section 3.1.22 Use of Property; Licenses ............................................................ 13 Section 3.1.23 Flood Zone ..............................
.................................................... 13 Section 3.1.24 Physical Condition ....................................................................... 13 Section 3.1.25 Encroachments
............................................................................. 14 Section 3.1.26 State Law Requirements ..............................................................
14 Section 3.1.27 Filing and Recording Taxes ......................................................... 14 Section 3.1.28 Investment Company Act .......................................................
.... 14 Section 3.1.29 Fraudulent Transfer ..................................................................... 14 Section 3.1.30 Ownership of the Borrower ..........................................
.............. 15 Section 3.1.31 Environmental Environmental Matters ................................................................ 15 Section 3.1.32 Name; Principal Place of Business
.............................................. 15 Section 3.1.33 Subordinated Debt ....................................................................... 15 Section 3.1.34 Filing of
Taxes ............................................................................. 15 Section 3.1.35 General Tax .................................................................................
15 Section 3.1.36 Approval of the Indenture ............................................................ 15 Section 3.1.37 American with Disabilities Act .............................................
..... 15 Section 3.1.38 Requirements of Act and Code .................................................... 16 Section 3.1.39 Regulatory Agreement ......................................................
.......... 16 Section 3.1.40 Intention to Hold Project ............................................................. 16 Section 3.2 Issuer Representations ............................................
....................................... 16 Section 3.3 Survival of Representations and Covenants ................................................... 16 ARTICLE IV AFFIRMATIVE COVENANTS...............
................................................................. 17 Section 4.1 Existence ........................................................................................................
17 Section 4.2 Taxes and Other Charges ................................................................................ 17 Section 4.3 Repairs; Maintenance and Compliance; Physical Condition
......................... 17 Section 4.4 Litigation ........................................................................................................ 17 Section 4.5 Performance
of Other Agreements ................................................................. 18 Section 4.6 Notices ..........................................................................................
................. 18 Section 4.7 Cooperate in Legal Proceedings ..................................................................... 18 Section 4.8 Further Assurances ...............................
......................................................... 18 Section 4.9 Delivery of Financial Information .................................................................. 19 Section
4.10 Environmental Matters ................................................................................... 19 Section 4.11 Title to the Project ...................................................
...................................... 19 Section 4.12 Issuer’s Annual Fees....................................................................................... 19 Section 4.13 Estoppel
Statement ......................................................................................... 19 Section 4.14 Defense of Actions ................................................................
........................ 20 Section 4.15 Expenses ......................................................................................................... 20 Section 4.16 Servicing
Agreement ...................................................................................... 21 Section 4.17 Indemnity ............................................................................
........................... 21 Section 4.18 No Warranty of Condition or Suitability by the Issuer .................................. 23 Section 4.19 Right of Access to the Project ...................
.................................................... 23 Section 4.20 Tax Covenants ................................................................................................ 24
Section 4.21 Covenants under Indenture ............................................................................. 29 Section 4.22 Notice of Default ................................................
........................................... 29 Section 4.23 Covenant with Bondholders ........................................................................... 29
TABLE OF CONTENTS (Continued) Page iii Section 4.24 Continuing Disclosure Agreement ................................................................. 29 Section 4.25 Obligation of the
Borrower to Rehabilitate the Project .................................. 29 ARTICLE V NEGATIVE COVENANTS .......................................................................................
30 Section 5.1 Management Agreement ................................................................................ 30 Section 5.2 Liens .............................................................
................................................. 30 Section 5.3 Dissolution ...................................................................................................... 30
Section 5.4 Change in Business or Operation of Property ................................................ 30 Section 5.5 Debt Cancellation .............................................................
............................. 31 Section 5.6 Assets .............................................................................................................. 31 Section 5.7 Transfers
......................................................................................................... 31 Section 5.8 Debt .........................................................................
...................................... 31 Section 5.9 Assignment of Rights ..................................................................................... 31 Section 5.10 Principal
Place of Business ............................................................................ 31 Section 5.11 Partnership Agreement ..................................................................
................ 31 Section 5.12 ERISA ............................................................................................................ 31 Section 5.13 No Hedging Arrangements
............................................................................. 31 ARTICLE VI INSURANCE; CASUALTY; AND CONDEMNATION .......................................... 32 Section
6.1 Insurance ........................................................................................................ 32 Section 6.2 Casualty ........................................................
................................................. 32 Section 6.3 Condemnation................................................................................................. 32 ARTICLE
VII DEFAULTS ................................................................................................................ 32 Section 7.1 Loan Agreement Defaults ..................................
............................................ 32 Section 7.2 Remedies ........................................................................................................ 33 Section
7.2.1 Acceleration ................................................................................. 33 Section 7.2.2 Remedies Cumulative .............................................................
.... 34 Section 7.2.3 Delay ............................................................................................ 34 Section 7.2.4 Bondholder Representative’s Right to Perform
the Obligations ................................................................................... 34 Section 7.2.5 Trustee’s Exercise of the Issuer’s Remedies ...............................
35 Section 7.2.6 Assumption of Obligations .......................................................... 35 Section 7.2.7 Right to Directly Enforce ......................................................
...... 35 ARTICLE VIII SPECIAL PROVISIONS ............................................................................................ 36 Section 8.1 Sale of Note and Secondary Market
Transaction ........................................... 36 Section 8.1.1 Cooperation.................................................................................. 36 Section 8.1.2
Use of Information ....................................................................... 37 Section 8.1.3 Borrower Obligations Regarding Secondary Market Disclosure Documents ......................
.......................................... 37 Section 8.1.4 Borrower Indemnity Regarding Filings ....................................... 37 Section 8.1.5 Indemnification Procedure ...................
....................................... 38 Section 8.1.6 Contribution ................................................................................. 38 ARTICLE IX MISCELLANEOUS ...................
............................................................................... 38
TABLE OF CONTENTS (Continued) Page iv Section 9.1 Notices ............................................................................................................ 38 Section 9.2
Brokers and Financial Advisors ..................................................................... 38 Section 9.3 Survival ..........................................................................
............................... 39 Section 9.4 Governing Law ............................................................................................... 39 Section 9.5 Modification,
Waiver in Writing .................................................................... 39 Section 9.6 Delay Not a Waiver ..............................................................................
......... 39 Section 9.7 Trial by Jury ................................................................................................... 39 Section 9.8 Headings ....................................
.................................................................... 40 Section 9.9 Severability .....................................................................................................
40 Section 9.10 Preferences ..................................................................................................... 40 Section 9.11 Waiver of Notice ....................................
....................................................... 40 Section 9.12 Prior Agreements ............................................................................................
40 Section 9.13 Offsets, Counterclaims and Defenses ............................................................. 40 Section 9.14 Publicity ...........................................................
.............................................. 41 Section 9.15 No Usury ........................................................................................................ 41 Section
9.16 Construction of Documents ............................................................................ 41 Section 9.17 No Third Party Beneficiaries ..............................................
........................... 41 Section 9.18 Assignment ..................................................................................................... 42 Section 9.19 Consents
......................................................................................................... 42 Section 9.20 Issuer, Trustee, Servicer, Bondholder Representative and Bond
Purchaser Not in Control; No Partnership....................................................................... 42 Section 9.21 Time of the Essence....................................................
................................... 43 Section 9.22 References to Bondholder Representative ...................................................... 43 Section 9.23 Release ............................
............................................................................... 43 Section 9.24 Assignments to Trustee ................................................................................
. 43 Section 9.25 Term of Loan Agreement ............................................................................... 43 Section 9.26 Reimbursement of Expenses ....................................
..................................... 43 ARTICLE X LIMITATIONS ON LIABILITY ............................................................................... 43 Section 10.1 Limitations
on Liability .................................................................................. 43 Section 10.2 Limitation on Liability of Bondholder Representative’s Officers, Employees,
Etc ............................................................................................... 44 Section 10.3 Limitation on Liability of the Issuer .............................................
................. 44 Section 10.4 Waiver of Personal Liability .......................................................................... 44 Section 10.5 Delivery of Reports, Etc ....................
............................................................ 45
LOAN AGREEMENT THIS LOAN AGREEMENT (this “Loan Agreement”) is entered into as of January 1, 2013, between 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 successors and assigns, the “Borrower”). WITNESSETH: RECITALS WHEREAS, the Issuer has been duly created and organized pursuant to and in accordance
with the provisions of the Act, for the purpose of providing a means of financing the costs of residential ownership and development that will provide decent, safe and sanitary housing
for persons of low and moderate income at prices or rentals they can afford; and WHEREAS, the Act authorizes the Issuer: (a) to make loans to any person to provide financing for rental
residential developments located within the jurisdiction of the Issuer, in this instance specifically the City of Chula Vista, California, (the “Sponsoring Political Subdivision”), and
intended to be occupied in part or in whole by persons of low and moderate income, as determined by the Issuer; (b) to issue its revenue bonds for the purpose of obtaining moneys to
make such loans and provide such financing, to establish necessary reserve funds and to pay administrative costs and other costs incurred in connection with the issuance of such bonds;
and (c) to pledge all or any part of the revenues, receipts or resources of the Issuer, including the revenues and receipts to be received by the Issuer from or in connection with such
loans, and to mortgage, pledge or grant security interests in such loans or other property of the Issuer in order to secure the payment of the principal or redemption price of and interest
on such bonds; and WHEREAS, the Borrower has requested the Issuer to issue revenue bonds designated as the $______________ Housing Authority of the City of Chula Vista Multifamily Housing
Revenue Bonds (Congregational Tower) Series 2013A (the “Bonds”) and to loan the proceeds from the sale thereof (the “Loan”) to the Borrower to finance the acquisition, rehabilitation
and equipping of a multifamily rental housing development, located in the City of Chula Vista, California, known as “Congregational Tower” (the “Project”); and WHEREAS, as evidence of
its repayment obligations under this Loan Agreement, on the Closing Date the Borrower will execute and deliver its promissory note relating to the Loan funded by the Bonds (the “Note”).
NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants and agreements herein contained, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS;
PRINCIPLES OF CONSTRUCTION Section 1.1 Specific Definitions. For all purposes of this Loan Agreement, except as otherwise expressly provided or unless the context otherwise requires:
2 (a) Unless specifically defined herein, all capitalized terms shall have the meanings ascribed thereto in the Indenture. (b) The definitions in the recitals to this instrument are
for convenience only and shall not affect the construction of this instrument. (c) All accounting terms not otherwise defined herein shall have the meanings assigned to them, and all
computations herein provided for shall be made, in accordance with the Approved Accounting Method. All references herein to “Approved Accounting Method” refer to such method as it exists
at the date of the application thereof. (d) All references in this instrument to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and
subdivisions of this instrument as originally executed. (e) The terms “herein, “hereof” and “hereunder” and other words of similar import refer to this Loan Agreement as a whole and
not to any particular Article, Section or other subdivision. (f) All references in this instrument to a separate instrument are to such separate instrument as the same may be amended
or supplemented from time to time pursuant to the applicable provisions thereof. (g) References to the Bonds as “tax exempt” or the tax exempt status of the Bonds are to the exclusion
of interest on the Bonds (other than Bonds held by a “substantial user” of the Project or a “related person” within the meaning of Section 147(a) of the Code) from gross income for federal
income tax purposes pursuant to Section 103(a) of the Code. Section 1.2 Principles of Construction. Unless otherwise specified, (i) all references to sections and schedules are to those
in this Loan Agreement, (ii) the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Loan Agreement as a whole and not to any particular provision, (iii)
all definitions are equally applicable to the singular and plural forms of the terms defined, (iv) the word “including” means “including but not limited to,” and (v) accounting terms
not specifically defined herein shall be construed in accordance with the Approved Accounting Method. ARTICLE II GENERAL Section 2.1 Issuance of Bonds. In order to provide funds for
the purposes provided herein, the Issuer agrees that it will, in accordance with the Act, issue, sell and cause to be delivered to the purchasers thereof, the Bonds. The proceeds of
the sale of the Bonds shall be paid to the Trustee for the account of the Issuer. The Bonds will be issued as “draw down” bonds as provided in the Indenture. The Trustee shall promptly
deposit the proceeds of the sale of the Bonds as provided in the Indenture. The Issuer and the Borrower expressly reserve the right to enter into, to the extent permitted by law, an
agreement or agreements other than this Loan Agreement with respect to the issuance by the Issuer under an indenture or indentures other than the Indenture of obligations to provide
funds to refund all or any principal amount of the Bonds.
3 Section 2.2 Security for the Bonds. (a) As security for the Bonds, the Issuer has pledged and assigned the Trust Estate to the Trustee under and pursuant to the Indenture. The Trust
Estate shall immediately be subject to the lien of such pledge without any physical delivery thereof or any further act, except in the case of the Note, which shall be delivered to the
Trustee. The Borrower hereby acknowledges and consents to such assignment to the Trustee. (b) With respect to the Unassigned Issuer’s Rights, subject to the limitations set forth in
this Section, the Issuer may: (i) Tax Covenants. Seek specific performance of, and enforce, the tax covenants of the Indenture, the Regulatory Agreement, the Tax Certificate and this
Loan Agreement, injunctive relief against acts which may be in violation of any of the tax covenants, and enforce the Borrower’s obligation to pay amounts for credit to the Rebate Fund;
(ii) Regulatory Agreement. Seek specific performance of the obligations of the Borrower or any other owner of the Project under the Regulatory Agreement and injunctive relief against
acts which may be in violation of the Regulatory Agreement or otherwise in accordance with the provisions of the Regulatory Agreement; provided, however, that the Issuer may enforce
any right it may have under the Regulatory Agreement for monetary damages only against Excess Revenues, if any, of the Borrower, unless Bondholder Representative otherwise specifically
consents in writing to the use of other funds; and (iii) Reserved Rights. Take whatever action at law or in equity which appears necessary or desirable to enforce the other Unassigned
Issuer’s Rights, provided, however, that the Issuer or any person under its control may only enforce any right it may have for monetary damages against Excess Revenues, if any, of the
Borrower, unless Bondholder Representative otherwise specifically consents in writing to the enforcement against other funds of the Borrower. (c) In no event shall the Issuer: (i) prosecute
its action to a lien on the Project; or (ii) take any action which may have the effect, directly or indirectly, of impairing the ability of the Borrower to timely pay the principal of,
interest on, or other amounts due under, the Loan or of causing the Borrower to file a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the
Borrower under any applicable liquidation, insolvency, bankruptcy, rehabilitation, composition, reorganization, conservation or other similar law in effect now or in the future; or (iii)
interfere with the exercise by the Trustee, the Bondholder Representative or the Servicer of any of their rights under the Loan Documents upon the occurrence of an event of default by
the Borrower under the Bond Documents; or (iv) take any action to accelerate or otherwise enforce payment or seek other remedies with respect to the Loan or the Bonds. (d) The Issuer
shall provide written notice to the Bondholder Representative, the Trustee and the Servicer immediately upon taking any action at law or in equity
4 to exercise any remedy or direct any proceeding under the Bond Documents. The exercise by the Issuer of its rights to require specific performance under
and pursuant to Section 16 of the Regulatory Agreement shall not be deemed to violate the provisions of this Section 2.2. (e) As used in this Section, the term “Excess Revenues” means,
for any period, the net cash flow of the Borrower available for distribution to shareholders, members or partners (as the case may be) for such period, after the payment of all interest
expense, the amortization of all principal of all indebtedness coming due during such period (whether by maturity, mandatory sinking fund payment, acceleration or otherwise), the payment
of all fees, costs and expenses on an occasional or recurring basis in connection with the Loan or the Bonds, the payment of all operating, overhead, ownership and other expenditures
of the Borrower directly or indirectly in connection with the Project (whether any such expenditures are current, capital or extraordinary expenditures), and the setting aside of all
reserves for taxes, insurance, water and sewer charges or other similar impositions, capital expenditures, repairs and replacements and all other amounts which the Borrower is required
to set aside pursuant to agreement, but excluding depreciation and amortization of intangibles. Section 2.3 Loan of Bond Proceeds; Note. Upon the issuance of the Bonds and deposit under
the Indenture from time to time of the proceeds from the sale of the Bonds as drawn down, the Issuer shall be deemed to have made the Loan to the Borrower in the original principal amount
aggregate amounts so drawn (not to exceed the Loan Amount), which shall mature and be payable at the times and in the amounts required under the terms hereof and of the Note. The proceeds
of the Loan shall be used by the Borrower to pay costs of the acquisition, rehabilitation and equipping of the Project and for certain other purposes specified in the Indenture. The
Borrower hereby accepts the Loan and acknowledges that the Issuer shall cause the proceeds of the Bonds to be deposited with the Trustee in the manner set forth in Section 7.2 of the
Indenture and applied as set forth in the Indenture. The Borrower hereby agrees to execute the Note, as evidence of its obligation to repay the Loan, and to deliver the Note simultaneously
with the delivery of this Loan Agreement to the Issuer. The Note shall bear interest on the unpaid balance thereof at the applicable Bond Coupon Rate, calculated on the basis of a 360-day
year comprised of twelve 30-day months, or a year of 365 or 366 days, as applicable, for the actual number of days elapsed, as provided therein. The Issuer shall assign the Note to the
Trustee for the benefit of the Bondholders. Section 2.4 Disbursements. (a) Moneys in the Project Fund shall be disbursed as provided in Section 8.7 of the Indenture. (b) Moneys in the
Costs of Issuance Fund shall be disbursed by the Trustee in accordance with the instructions received from the Borrower pursuant to to Section 8.6 of the Indenture. Section 2.5 Loan
Payments. (a) The Borrower shall make Loan Payments in accordance with the Note. Each Loan Payment made by the Borrower shall be made in funds immediately available to the Trustee or
the Servicer by 2:00 p.m., New York City time, on the Loan Payment Date. Each such payment shall be made to the Trustee or the Servicer by deposit to such account as the Trustee or Servicer,
as applicable, may designate by Written Notice to the Borrower. Whenever any Loan Payment shall be stated to be due on a day that is not a Business Day, such payment shall be due on
the first Business Day immediately thereafter. In addition, the Borrower
5 shall make Loan Payments in accordance with the Note in the amounts and at the times necessary to make all payments due and payable on the Bonds. All payments made by the Borrower
hereunder or by the Borrower under the other Bond Documents, shall be made irrespective of, and without any deduction for, any set-offs or counterclaims, but such payment shall not constitute
a waiver of any such set offs or counterclaims. (b) Except as otherwise set forth in the Indenture, the Borrower and the Issuer each acknowledge that neither the Borrower nor the Issuer
has any interest in any moneys deposited in the funds or accounts established under the Indenture and such funds or accounts shall be in the custody of and (except for monies in the
Rebate Fund and monies due the Issuer on deposit in the Expense Fund) held by the Trustee in trust for the benefit of the Bondholders. (c) Unless there is no Servicer, payments of principal
and interest on the Note shall be paid to the Servicer. If there is no Servicer, payments of principal and interest on the Note shall be paid directly to Trustee. Section 2.6 Additional
Payments. The Borrower shall pay to the Trustee on demand the following amounts; provided, however that the Borrower shall not be responsible for any costs associated with any securitization
of the Bonds: (a) the Rebate Amount then due, if any, to be deposited by the Trustee in the Rebate Fund as specified in Section 8.8 of the Indenture and the costs incurred to calculate
such Rebate Amount (to the extent such costs are not included in the Loan Payment); (b) all fees, charges, costs, advances, indemnities and expenses, including agent and counsel fees,
of the Trustee and the Issuer (above and beyond the Trustee’s Fee or the Issuer’s Ongoing Fee) incurred under the Indenture, as and when the same become due; (c) all Costs of Issuance
and fees, charges and expenses, including agent and counsel fees incurred in connection with the issuance of the Bonds, as and when the same become due, to the extent not paid from the
Costs of Issuance Fund; (d) all charges, costs, advances, indemnities and expenses, including agent and counsel fees (other than Costs of Issuance paid at Closing), of the Issuer incurred
by the Issuer at any time in connection with the Bonds or the Project, including, without limitation, reasonable counsel fees and expenses incurred in connection with the interpretation,
performance, or amendment and all counsel fees and expenses relating to the enforcement of the Bond Documents or any other documents relating to the Project or the Bonds or in connection
with questions or other matters arising under such documents or in connection with any federal or state tax audit; and (e) all late charges due and payable under the terms of the Note
and Section 2.8 herein; provided, however, that all payments made pursuant to this subsection (e) shall be made to the Servicer, if there is no Servicer, such payments shall be made
to the Trustee. The Borrower shall pay to the party entitled thereto as expressly set forth in this Loan Agreement or the other Bond Documents: (a) all expenses incurred in connection
with the enforcement of any rights under this Loan Agreement, the Regulatory Agreement, the Indenture or any other Loan Document
6 or Bond Document by the Issuer, the Servicer, the Bondholder Representative, the Trustee or the Bondholders; (b) all other payments of whatever nature that the Borrower has agreed
to pay or assume under the provisions of this Loan Agreement, the Indenture and any other Bond Document; and (c) all expenses, costs and fees relating to inspections of the Project required
by the Bondholder Representative or the Servicer in accordance with the Bond Documents or to reimburse such parties for such expenses, costs and fees. Section 2.7 Initial Deposit; Costs
of Issuance Deposit. The Borrower shall deposit or cause to be deposited with the Trustee on the Closing Date an amount equal to the Initial Bond Fund Deposit and other deposits as set
forth in Section 7.2 of the Indenture. The Borrower shall deposit or cause to be deposited with the Trustee on the date of execution and delivery of this Loan Agreement an amount equal
to the Costs of Issuance Deposit. Section 2.8 Overdue Payments; Payments if Default. If any Borrower Payment Obligation is not paid by or on behalf of the Borrower when due, the Borrower
shall pay to the Servicer, a Late Charge in the amount and to the extent set forth in the Note, if any. Any such Late Charge shall not be deemed to be additional interest or a penalty,
but shall be deemed to be liquidated damages because of the difficulty in computing the actual amount of damages in advance. Late Charges shall be secured by the applicable Bond Documents.
Any action regarding the collection of a Late Charge will be without prejudice to any other rights, nor act as a waiver of any other rights, that the Servicer, the Trustee, the Issuer
or the Bondholder Representative may have as provided herein, at law or in equity. Section 2.9 Obligations of the Borrower Absolute and Unconditional. (a) Subject to Section 10.1, the
obligations of the Borrower under this Loan Agreement and the Note to make Loan Payments and Additional Payments on or before the date the same become due, and to perform all of its
other obligations, covenants and agreements hereunder shall be absolute and unconditional, and shall be paid or performed without notice or demand, and without abatement, deduction,
set-off, counterclaim, recoupment or defense or any right of termination or cancellation arising from any circumstance whatsoever, whether now existing or hereafter arising, and irrespective
of whether the Borrower’s title to the Project or to any part thereof is defective or nonexistent, and notwithstanding any damage due to loss, theft or destruction of the Project or
any part thereof, any failure of consideration or frustration of commercial purpose, the taking by eminent domain of title to or of the right of temporary use of all or any part of the
Project, legal curtailment of the Borrower’s use thereof, the eviction or constructive eviction of the Borrower, any change in the tax or other laws of the United States of America,
the State or any political subdivision thereof, any change in the Issuer’s legal organization or status, or or any default of the Issuer or the Trustee hereunder or under any other Bond
Document, and regardless of the invalidity of any action of the Issuer or the invalidity of any portion of this Loan Agreement. The Borrower hereby waives the application to it of the
provisions of any statute or other law now or hereafter in effect contrary to any of its obligations, covenants or agreements under this Loan Agreement or which releases or purports
to release the Borrower therefrom. Nothing contained herein shall be construed as prohibiting the Borrower from pursuing any rights or remedies it may have against any Person in a separate
legal proceeding.
7 (b) The Borrower may, however, at its own cost and expense and in its own name, prosecute or defend any action or proceeding or take any other action involving third persons that the
Borrower deems reasonably necessary in order to secure or protect its right of possession, occupancy and use hereunder. Section 2.10 Optional Prepayment of Note. The Borrower shall have
the option to prepay the Note to the extent and in the manner set forth therein, exercisable by Written Notice to the Issuer and the Trustee given at least 20 days prior to the proposed
prepayment date (or such shorter time as agreed to by Bondholder Representative in its sole discretion), for the purpose of redeeming Outstanding Bonds in accordance with Section 6.1
of the Indenture on a permitted redemption date of the Bonds or paying the Bonds at maturity. In connection with any such proposed prepayment, the Borrower shall deposit Eligible Funds
with the Trustee by 10:00 a.m., Trustee local time, on the date of prepayment at a prepayment price equal to the principal balance of the Note to be prepaid, plus interest thereon to
the date of prepayment and the amount of any Prepayment Premium payable under the Note, plus any Additional Payments due and payable hereunder through the date of prepayment. Such amounts
shall be applied to the redemption of the Bonds and payment of all amounts due hereunder. The Borrower shall deliver such certifications and shall satisfy such conditions as set forth
in Section 6.1 of the Indenture with respect to the optional redemption of Bonds. If the Bonds are not then callable, the prepayment price set forth above shall be calculated pursuant
to Section 14.2 of the Indenture. Section 2.11 Mandatory Prepayment of Note. The Borrower shall prepay the outstanding principal balance of the Note at the direction of the Bondholder
Representative, in whole or in part, at a prepayment price equal to the outstanding principal balance of the Note prepaid, plus accrued interest plus any other amounts payable under
the Note or this Loan Agreement, for the purpose of redeeming the Bonds as provided in Section 6.3 or 6.8 of the Indenture, upon the occurrence of any event or condition described below:
(a) in whole or in part, if the Project shall have been damaged or destroyed to the extent that it is not practicable or feasible to rebuild, repair or restore the damaged or destroyed
property within the period and under the conditions described in the Mortgage following such event of damage or destruction; or (b) in whole or in part, if title to, or the use of, all
or a portion of the Project shall have been taken under the exercise of the power of eminent domain by any governmental authority which results in a prepayment of the Note under the
conditions described in the Mortgage; or (c) in whole or in part, to the extent that insurance proceeds or proceeds of any condemnation award with respect to the Project are not applied
to restoration of the Project in accordance with the provisions of the Mortgage; (d) in whole, on the date fifteen (15) days prior to (or such other date consented to in writing by the
Bondholder Representative) the date on which the Bonds may become subject to mandatory redemption pursuant to Section 6.8 of the Indenture; (e) in whole, upon a Determination of Taxability;
and
8 (f) as otherwise provided in the Note, the Conversion Agreement or the Mortgage. Such prepayment shall be due and payable by no later than 10:00 a.m., Trustee local time, on the date
fixed by the Trustee for redemption of the Bonds pursuant to Section 6.3 or 6.8 of the Indenture, which date shall be communicated by the Trustee in writing to the Issuer, the Bondholders
and the Borrower in accordance with the Indenture. To the extent that the Borrower or the Trustee receive any insurance proceeds or condemnation awards that are to be applied to the
prepayment of the Note, such amounts shall be applied to the prepayment of the Note and the corresponding redemption of the Bonds. In addition, the Borrower shall prepay the outstanding
principal balance of the Note at the direction of the Bondholder Representative, in whole or (if so permitted herein) in part, at a prepayment price equal to the outstanding principal
balance of the Note prepaid, plus accrued interest plus any other amounts payable under the Note or this Loan Agreement, for the purpose of redeeming the Bonds as provided in Sections
6.2, 6.4, 6.5, 6.6, 6.7 and 6.8 of the Indenture. Section 2.12 Calculation of Interest Payments and Deposits to Real Estate Related Reserve Funds. The Issuer and the Borrower acknowledge
as follows: (a) calculation of all interest payments shall be made by the Trustee; (b) deposits with respect to the Taxes and Other Charges shall be calculated by the Servicer or if
there is no Servicer, the Bondholder Representative in accordance with the Mortgage; and (c) deposits with respect to any replacement reserve funds required by the Bondholder Representative
shall be calculated by the Servicer in accordance with the Replacement Reserve Agreement. In the event and to the extent that the Servicer or the Bondholder Representative, pursuant
to the terms hereof, shall determine at any time that there exists a deficiency in amounts previously owed but not paid with respect to deposits to such replacement reserve fund, such
deficiency shall be immediately due and payable hereunder following written notice to the Borrower. Section 2.13 Cap Fee Escrow. At any time after the Conversion Date when the Bonds
are in the Daily Interest Rate Mode, the Weekly Interest Rate Mode, the MMD Index Mode or the SIFMA Index Rate Mode, unless such requirement is waived by the Bondholder Representative,
the Borrower agrees to purchase 15 days prior to the expiration or early termination of any Swap Agreement and maintain at all times thereafter, an interest rate cap agreement fulfilling
the Cap Agreement Requirements as determined by the Bondholder Representative in its sole discretion; provided however that the Borrower may, if consented to in writing by the Bondholder
Representative, enter into a Swap Agreement prior to the expiration of the Swap Agreement or interest rate cap then in effect in lieu of purchasing an interest rate cap. On each Loan
Payment Date commencing five years before the stated termination date of the Swap Agreement, the Borrower shall pay to the Servicer or its designee for deposit to a Cap Fee Escrow, an
amount that will result in the accumulation by the expiration or early termination of the Swap Agreement or then existing interest rate cap agreement, as applicable, without regard to
earnings in the Cap Fee Escrow, of funds estimated by the Bondholder Representative to be sufficient to provide for the purchase of the interest rate cap agreement fulfilling the Cap
Agreement Requirements for an additional five (5) years or for a period beginning on the termination date of the then existing Swap Agreement or interest rate cap agreement, as applicable,
and ending on the Maturity Date, whichever is shorter. During the first twelve (12) months after the first payment for each future Cap Agreement, the monthly deposit shall be equal to
a fraction, the numerator of which is 125% of the aggregate periodic payments required to be made pursuant to the interest rate cap agreement required hereunder
9 and the denominator of which is the number of months remaining until the termination of the then existing Swap Agreement or interest rate cap agreement, as applicable. Thereafter,
the amount of the monthly deposit shall be recomputed by the Indexing Agent annually based upon the Indexing Agent’s estimation of the aggregate periodic payments required to be made
pursuant to such subsequent interest rate cap agreement (or extension or renewal thereof) times 125% minus amounts already on deposit in the Cap Fee Escrow, divided by the number of
months remaining until the expiration of the then existing interest rate cap agreement. The Borrower shall pay the Indexing Agent’s expenses related to the estimation and analysis of
the cost of any renewal or replacement interest rate cap agreement. Amounts on deposit in the Cap Fee Escrow shall be invested and reinvested by the Servicer or its designee in its discretion.
In the event the Borrower enters into a subsequent Swap Agreement in lieu of purchasing an interest interest rate cap as set forth above, upon receipt of Written Direction from the Bondholder
Representative, amounts on deposit in the Cap Fee Escrow held by the Servicer shall remitted to the Borrower. Section 2.14 Grant of Security Interest; Application of Funds. To the extent
not inconsistent with the Mortgage and as security for payment of the Borrower Payment Obligations and the performance by the Borrower of all other terms, conditions and provisions of
the Bond Documents, the Borrower hereby pledges and assigns to the Trustee, as assignee of the Issuer, and grants to the Trustee a security interest in, all the Borrower’s right, title
and interest in and to all Rents and all payments to or moneys held in the funds and accounts created and held by the Trustee or the Servicer for the Project. The Borrower also grants
to the Trustee a continuing security interest in, and agrees to hold for the benefit of the Trustee, all Rents in its possession prior to the payment of Rents or any portion thereof
to the Trustee or the Servicer (to the extent that the Borrower is required to pay such Rents to the Trustee or the Servicer). The Borrower shall not, without obtaining the prior Written
Consent of the Bondholder Representative, further pledge, assign or grant any security interest in the Rents, or permit any Lien to attach thereto, or any levy to be made thereon, or
any UCC l Financing Statements, except those naming the Trustee as the secured party, to be filed with respect thereto. This Loan Agreement is, among other things, intended by the parties
to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of a Loan Agreement Default hereunder, the Trustee and the Servicer shall apply or
cause to be applied any sums held by the Trustee and the Servicer with respect to the Project in accordance with Section 11.4 of the Indenture. ARTICLE III REPRESENTATIONS AND WARRANTIES
Section 3.1 Borrower Representations. The Borrower represents and warrants for the benefit of the Issuer, the Trustee, the Bondholder Representative and the Servicer, as of the date
of execution hereof, as follows: Section 3.1.1 Organization; Special Purpose. The Borrower is a California limited partnership in good standing under the laws of the State, has full
legal right, power and authority to enter into the Bond Documents to which it is a party, and to carry out and consummate all transactions contemplated by the Bond Documents to which
it is a party, and by proper limited partnership action has duly authorized the execution, delivery and performance of the Bond Documents to which it is a party. The Person(s) of the
Borrower executing the Bond Documents to which the Borrower is a party are fully authorized to execute the same. The Bond Documents to
10 which the Borrower is a party have been duly authorized, executed and delivered by the Borrower. The sole business of the Borrower is the ownership, management and operation of the
Project. Section 3.1.2 Proceedings; Enforceability. Assuming due execution and delivery by the other parties thereto, the Bond Documents to which the Borrower is a party will constitute
the legal, valid and binding agreements of the Borrower enforceable against the Borrower in accordance with their terms; except in each case as enforcement may be limited by bankruptcy,
insolvency or other laws affecting the enforcement of creditors’ rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding
at law or in equity and by public policy. Section 3.1.3 No Conflicts. The execution and delivery of the Bond Documents to which the Borrower is a party, the consummation of the transactions
herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, will not conflict with or constitute a violation or breach of or
default (with due notice or the passage of time or both) under the limited partnership agreement of the Borrower, its bylaws or to the best knowledge of the Borrower and with respect
to the Borrower, any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any mortgage, deed of trust, loan agreement, lease,
contract or other agreement or instrument to which the Borrower is a party or by which it or its properties are otherwise subject 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 Borrower, 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 the Bond Documents, or the financial condition, assets, properties or
operations of the Borrower. Section 3.1.4 Litigation. There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental
authority, pending, or to the knowledge of the Borrower, after reasonable investigation, threatened, against or affecting the Borrower or the assets, properties or operations of the
Borrower 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, the Bond Documents, or upon the financial condition, assets, properties or operations of the Borrower, and the Borrower is not in default (and no event has occurred and is continuing
which with the giving of notice or the passage of time or both 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 governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated
by the Bond Documents, or the financial condition, assets, properties or operations of the Borrower. All tax returns (federal, state and local) required to be filed by or on behalf of
the Borrower have been filed, and all taxes shown thereon to be due, including interest and penalties, except such, if any, as are being actively contested by the Borrower 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 Borrower enjoys
the peaceful and undisturbed possession of all of the premises upon which it is operating its facilities. Section 3.1.5 Agreements; Consents; Approvals. Except as contemplated by the
Bond Documents, the Borrower is not a party to any agreement or instrument or subject to any restriction that would materially adversely affect the Borrower or the Project, or the Borrower’s
business, properties, operations or financial condition or business prospects, except the Permitted
11 Encumbrances. The Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in
any Permitted Encumbrance or any other agreement or instrument to which it is a party or by which it or the Project is bound. No consent or approval of any trustee or holder of any indebtedness
of the Borrower, and to the best knowledge of the Borrower and only with respect to the Borrower, no consent, permission, authorization, order or license of, or filing or registration
with, any governmental authority (except no representation is made with respect to any state securities or “blue sky” laws) is necessary in connection with the execution and delivery
of the Bond Documents, or the consummation of any transaction herein or therein contemplated, or the fulfillment of or compliance with the terms and conditions hereof or thereof, except
as have been obtained or made and as are in full force and effect. Section 3.1.6 Title. The Borrower shall have marketable fee title to the Project, free and clear of all Liens except
the Permitted Encumbrances. The Mortgage, when properly recorded in the appropriate records, together with any UCC financing statements required to be filed in connection therewith,
will create (i) a valid, perfected first priority lien on the fee interest in the Project and (ii) perfected security interests in and to, and perfected collateral assignments of, all
personalty included in the Project (including the Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. To the Borrower’s
knowledge, there are no delinquent real property taxes or assessments, including water and sewer charges, with respect to the Project, nor are there any claims for payment for work,
labor or materials affecting the Project which are or may become a Lien prior to, or of equal priority with, the Liens created by the Bond Documents. Section 3.1.7 Survey. To the best
knowledge of the Borrower, the survey for the Project delivered to the Issuer and the Bond Purchaser does not fail to reflect any material matter affecting the Project or the title thereto.
Section 3.1.8 No Bankruptcy Filing. The Borrower is not contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency law or the liquidation
of all or a major portion of its property (a “Bankruptcy Proceeding”), and the Borrower has no knowledge of any Person contemplating the filing of any such petition against it. As of
the Closing Date, the Borrower has the ability to pay its debts as they become due. Section 3.1.9 Full and Accurate Disclosure. No statement
of fact made by the Borrower in any Bond Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained therein
in light of the circumstances in which they were made, not misleading. There is no material fact or circumstance presently known to the Borrower that has not been disclosed to the Bondholder
Representative which materially and adversely affects the Project or the business, operations or financial condition or business prospects of the Borrower or the Borrower’s ability to
meet its obligations under this Loan Agreement and the other Bond Documents to which it is a party in a timely manner. Section 3.1.10 No Plan Assets. The Borrower is not an “employee
benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, and none of the assets of the Borrower constitutes or will constitute “plan assets” of one or more such
plans within the meaning of 29 C.F.R. Section 2510.3 101.
12 Section 3.1.11 Compliance. The Borrower and the Project and the use thereof will comply, to the extent required, in all material respects with all applicable Legal Requirements. The
Borrower is not in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority, the violation of which would materially adversely affect the financial
condition or business prospects or the business of the Borrower. There has not been committed by the Borrower or Affiliate involved with the operation or use of the Project any act or
omission affording any Governmental Authority the right of forfeiture as against the Project or any part thereof or any moneys paid in performance of the Borrower’s obligations under
any Bond Document. Section 3.1.12 Contracts. All service, maintenance or repair contracts affecting the Project have been entered into at arm’s length (except for such contracts between
the Borrower and its affiliates or the affiliates of the Borrower Controlling Entity of the Borrower) in the ordinary course of the Borrower’s business and provide for the payment of
fees in amounts and upon terms comparable to existing market rates. Section 3.1.13 Financial Information. All financial data, including any statements of cash flow and income and operating
expense, that have been delivered to the Issuer or the Bond Purchaser in respect of the Project by or on behalf of the Borrower, to the best knowledge of the Borrower, (i) are accurate
and complete in all material respects, (ii) accurately represent the financial condition of the Project as of the date of such reports, and (iii) to the extent prepared by an independent
certified public accounting firm, have been prepared in accordance with the Approved Accounting Method consistently applied throughout the periods covered, except as disclosed therein.
Other than pursuant to or permitted by the Bond Documents or the Borrower organizational documents, the Borrower has no contingent liabilities, unusual forward or long-term commitments
or or unrealized or anticipated losses from any unfavorable commitments. Since the date of such financial statements, there has been no materially adverse change in the financial condition,
operations or business of the Borrower from that set forth in said financial statements. Section 3.1.14 Condemnation. No Condemnation or other proceeding has been commenced or, to the
Borrower’s knowledge, is contemplated, threatened or pending with respect to all or part of the Project or for the relocation of roadways providing access to the Project. Section 3.1.15
Federal Reserve Regulations. No part of the proceeds 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 Governors of the Federal Reserve System or for any other purpose that would be inconsistent with such Regulation U or any other regulation of such Board of Governors, or for
any purpose prohibited by Legal Requirements or any Bond Document. Section 3.1.16 Utilities and Public Access. To the best of the Borrower’s knowledge, the Project is or will be served
by water, sewer, sanitary sewer and storm drain facilities adequate to service it for its intended uses. All public utilities necessary or convenient to the full use and enjoyment of
the Project are or will be located in the public right-of-way abutting the Project, and all such utilities are or will be connected so as to serve the Project without passing over other
property absent a valid easement. All roads necessary for the use of the Project for its current purpose have been or will be completed and dedicated to public use and accepted by all
Governmental Authorities. Except for Permitted Encumbrances, the Project does not share ingress and egress through an easement or private road or share on-site or off-site recreational
facilities and amenities that are not located on the Project and under the exclusive control of the Borrower, or where there is shared ingress and egress or amenities, there exists an
easement or joint use and
13 maintenance agreement under which (i) access to and use and enjoyment of the easement or private road and/or recreational facilities and amenities is perpetual, (ii) the number of
parties sharing such easement and/or recreational facilities and amenities must be specified, (iii) the Borrower’s responsibilities and share of expenses are specified, and (iv) the
failure to pay any maintenance fee with respect to an easement will not result in a loss of usage of the easement. Section 3.1.17 Not a Foreign Person. The Borrower is not a “foreign
person” within the meaning of §1445(f)(3) of the Code. Section 3.1.18 Separate Lots. Each parcel comprising the Project is a separate tax lot and is not a portion of any other tax lot
that is not a part of the Project. Section 3.1.19 Assessments. There are no pending or, to the Borrower’s best knowledge, proposed special or other assessments for public improvements
or otherwise affecting the Project, or any contemplated improvements to the Project that may result in such special or other assessments. Section 3.1.20 Enforceability. The Bond Documents
are not subject to, and the Borrower has not asserted, any right of rescission, set-off, counterclaim or defense, including the defense of usury. Section 3.1.21 Insurance. The Borrower
has obtained the insurance required by Section 6.1 hereof and has delivered to the Servicer copies of insurance policies or certificates of insurance reflecting the insurance coverages,
amounts and other requirements set forth in this Loan Agreement and the Mortgage. Section 3.1.22 Use of Property; Licenses. The Project will be used exclusively as a multifamily residential
rental project and other appurtenant and related uses, which use is consistent with the zoning classification for the Project. All certifications, permits, licenses and approvals, including
certificates of completion and occupancy permits required for the legal use or legal, nonconforming use, as applicable, occupancy and operation of the Project (collectively, the “Licenses”)
required at this time for the rehabilitation and equipping of the Project have been obtained. To the Borrower’s knowledge, all Licenses obtained by the Borrower have been validly issued
and are in full force and effect. The Borrower has no reason to believe that any of the Licenses required for the future use and occupancy of the Project and not heretofore obtained
by the Borrower will not be obtained by the Borrower in the ordinary course following the Completion Date. No Licenses will terminate, or become void or voidable or terminable, upon
any sale, transfer or other disposition of the Project, including any transfer pursuant to foreclosure sale under the Mortgage or deed in lieu of foreclosure thereunder. The Project
does not violate any density or building setback requirements of the applicable zoning law except to the extent, if any, shown on the survey. No proceedings are, to the best of the Borrower’s
knowledge, pending or threatened that would result in a change of the zoning of the Project. Section 3.1.23 Flood Zone. Either all Improvements will be constructed above the flood grade
or the Borrower will obtain appropriate flood insurance as directed by the Servicer. Section 3.1.24 Physical Condition. The Project, including all Improvements, parking facilities, systems,
fixtures, Equipment and landscaping, are or, after completion of the rehabilitation and repairs, will be in good and habitable condition in all material respects and in good
14 order and repair in all material respects (reasonable wear and tear excepted). The Borrower has not received notice from any insurance company or bonding company of any defect or
inadequacy in the Project, or any part thereof, which would adversely affect its insurability or cause the imposition of extraordinary premiums or charges thereon or any termination
of any policy of insurance or bond. The physical configuration of the Project is not in material violation of the Americans with Disabilities Act, if required under applicable law. Section
3.1.25 Encroachments. All of the Improvements included in determining the appraised value of the Project will lie wholly within the boundaries and building restriction lines of the Project,
and no improvement on an adjoining property encroaches upon the Project, and no easement or other encumbrance upon the Project encroaches upon any of the Improvements, so as to affect
the value or marketability of the Project, except those insured against by the Title Insurance Policy or disclosed in the survey of the Project as approved by the Servicer. Section 3.1.26
State Law Requirements. The Borrower hereby represents, covenants and agrees to comply with the provisions of all applicable state laws relating to the Bonds and the Project. Section
3.1.27 Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable
Legal Requirements in connection with the transfer of the Project to the Borrower have been paid. All mortgage, mortgage recording, stamp, intangible or other similar taxes required
to be paid by any Person under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Bond
Documents have been or will be paid. Section 3.1.28 Investment Company Act. The Borrower is not (i) an “investment company” or a company “controlled” by an “investment company,” within
the meaning of the Investment Company Act of 1940, as amended; or (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 Holding Company Act of 1935, as amended. Section 3.1.29 Fraudulent Transfer. The Borrower has not accepted the Loan
or entered into any Bond Document with the actual intent to hinder, delay or defraud any creditor, and the Borrower has received reasonably equivalent value in exchange for its obligations
under the Bond Documents. Giving effect to the transactions contemplated by the Bond Documents, the fair saleable value of the Borrower’s assets exceeds and will, immediately following
the execution and delivery of the Bond Documents, exceed the Borrower’s total liabilities, including subordinated, unliquidated, disputed or contingent liabilities. The fair saleable
value of the Borrower’s assets (which assets shall include any cash proceeds held in escrow or pursuant to the Investment Agreement in connection with either the Bonds or subordinate
debt of the Project) is and will, immediately following the execution and delivery of the Bond Documents, be greater than the Borrower’s probable liabilities, including the maximum amount
of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s assets do not and, immediately following the execution and delivery of the Bond Documents
will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will,
incur debts 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 Borrower).
15 Section 3.1.30 Ownership of the Borrower. Except as set forth in the Partnership Agreement of the Borrower, the Borrower has no obligation to any Person to purchase, repurchase or
issue any ownership interest in it. Section 3.1.31 Environmental Matters. To the best of Borrower’s knowledge, the Project is not in violation of any Legal Requirement pertaining to
or imposing liability or standards of conduct concerning environmental regulation, contamination or clean-up, and will comply with covenants and requirements relating to environmental
hazards as set forth in the Mortgage. The Borrower will execute and deliver the Agreement of Environmental Indemnification. Section 3.1.32 Name; Principal Place of Business. Unless prior
Written Notice is given to the Issuer, Trustee and Bondholder Representative, the Borrower does not use and will not use any trade name, and has not done and will not do business under
any name other than its actual name set forth herein. The principal place of business of the Borrower Borrower is its primary address for notices as set forth in Section 9.1, and the
Borrower has no other place of business, other than the Project and such principal place of business. Section 3.1.33 Subordinated Debt. There is no secured or unsecured indebtedness
with respect to the Project or any residual interest therein, other than Permitted Encumbrances and the permitted secured indebtedness described in Section 5.8, except an unsecured deferred
developer fee not to exceed the amount permitted by Bondholder Representative as determined on the Closing Date. Section 3.1.34 Filing of Taxes. The Borrower has filed (or has obtained
effective extensions for filing) all federal, state and local tax returns required to be filed and has paid or made adequate provision for the payment of all federal, state and local
taxes, charges and assessments, if any, payable by the Borrower. Section 3.1.35 General Tax. All representations, warranties and certifications of the Borrower set forth in the Regulatory
Agreement are are incorporated by reference herein and the Borrower will comply with such as if set forth herein. Section 3.1.36 Approval of the Indenture. By its execution and delivery
of this Loan Agreement, the Borrower approves the form and substance of the Indenture and the execution thereof by the Issuer and the Trustee, and agrees to carry out the responsibilities
and duties specified in the Indenture to be carried out by the Borrower. The Borrower acknowledges that (a) it understands the nature and structure of the transactions relating to the
financing of the Project, (b) it is familiar with the provisions of all of the Bond Documents and other documents and instruments relating to the financing, (c) it understands the risks
inherent in such transactions, including without limitation the risk of loss of the Project, and (d) it has not relied on the Issuer, the Trustee, the Bondholder Representative or the
Servicer for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by the Bond Documents or otherwise relied on the Issuer, the
Trustee, the Bondholder Representative or the Servicer in any manner. Section 3.1.37 American with Disabilities Act. The Project, as designed, will conform in all material respects with
all applicable zoning, planning, building and environmental laws, ordinances and regulations of governmental authorities having jurisdiction over the Project, including, but not limited
to, the Americans with Disabilities Act of 1990 (“ADA”), to the extent required (as evidenced by an architect’s certificate to such effect).
16 Section 3.1.38 Requirements of Act and Code. The Project satisfies all requirements of the Act and the Code applicable to the Project. Section 3.1.39 Regulatory Agreement. The Project
is, as of the date of issuance of the Bonds, in compliance with all requirements of the Regulatory Agreement to the extent such requirements are applicable; and the Borrower intends
to cause the residential units in the Project to be rented or available for rental on a basis which satisfies the requirements of the Regulatory Agreement, including all applicable requirements
of the Act and the Code, and pursuant to leases which comply with all applicable laws. Section 3.1.40 Intention to Hold Project. The Borrower intends to hold the Project for its own
account and has no current plans, and has not entered into any agreement, to sell the Project or any part of it; and the Borrower intends to occupy the Project or cause the Project to
be occupied and to operate it or cause it to be operated at all times during the term of this this Loan Agreement in compliance with the terms of the Regulatory Agreement and does not
know of any reason why the Project will not be so used by it in the absence of circumstances not now anticipated by it or totally beyond its control. Section 3.2 Issuer Representations.
The Issuer makes the following representations as the basis for the undertakings on its part herein contained: (a) The Issuer is a public body corporate and politic, duly organized and
existing under the laws of the State. The Issuer has authorized the execution and delivery of this Loan Agreement and the Indenture. (b) The Issuer has determined that the Loan will
further the purposes of the Act and will serve the public purposes of the Act referenced in the Resolution. (c) The Issuer has full power and authority to consummate all transactions
contemplated by this Loan Agreement, the Bonds and the Indenture and any and all other agreements relating thereto. (d) The Issuer will not knowingly take or permit to be taken any action
that would adversely affect the excludability from gross income, for federal income tax purposes, of the interest payable on the Bonds. (e) To the knowledge of the Issuer, there is no
action, suit, proceeding, inquiry or investigation active, pending or threatened against the Issuer by or before any court, governmental agency or public board or body, which (i) affects
or questions the existence or the territorial jurisdiction of the Issuer or the title to office of any member of the Issuer; (ii) affects or seeks to prohibit, restrain or enjoin the
execution and delivery of any of the Issuer Documents, or the issuance, execution or delivery of the Bonds; (iii) affects or questions the validity or enforceability of any of the Issuer
Documents or the Bonds; (iv) questions the exclusion from gross income for federal income tax taxation of interest on the Bonds; or (v) questions the power or authority of the Issuer
to perform its obligations under any of the Issuer Documents or the Bonds or to carry out the transactions contemplated by any of the Issuer Documents or the Bonds. Section 3.3 Survival
of Representations and Covenants. All of the representations and warranties in Section 3.1 and 3.2 and elsewhere in the Bond Documents (i) shall survive for so long
17 as any portion of the Borrower Payment Obligations remains due and owing and (ii) shall be deemed to have been relied upon by the Servicer, the Trustee, the Bondholder Representative
and the Bondholders notwithstanding any investigation heretofore or hereafter made by the Servicer, the Trustee, the Bondholder Representative or the Bondholders or on its behalf, provided,
however, that the representations, warranties and covenants set forth in Section 3.1.31 and 4.10 shall survive in perpetuity and shall not be subject to the exculpation provisions of
Section 10.1. ARTICLE IV AFFIRMATIVE COVENANTS During the term of this Loan Agreement, the Borrower hereby covenants and agrees with the Bondholders, the Trustee, the Issuer, the Bondholder
Representative and the Servicer that: Section 4.1 Existence. The Borrower shall (i) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its
existence and its material rights, and franchises, (ii) continue to engage in the business presently conducted by it, (iii) obtain and maintain all material Licenses, and (iv) qualify
to do business and remain in good standing under the laws of the State. Section 4.2 Taxes and Other Charges. The Borrower shall pay all Taxes and Other Charges as the same become due
and payable in accordance with the Mortgage, except to the extent that the amount, validity or application thereof is being contested in good faith as permitted by the Mortgage. The
Borrower covenants to pay all taxes and other charges of any type or character charged to the Issuer or to the Trustee affecting the amount available 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 other charges assessed or levied by any public agency or governmental
authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Trustee or the Issuer and taxes
based upon or measured by the net income of the Trustee or the Issuer; provided, however, that the Borrower shall have the right to protest any such taxes or other charges and to require
the Issuer or the Trustee, at the Borrower’s expense, to protest and contest any such taxes or other charges levied upon them and that the Borrower shall have the right to withhold payment
of any such taxes or other charges pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the
Issuer or the Trustee. This obligation shall remain valid and in effect notwithstanding repayment of the loan hereunder or termination of this Loan Agreement or the Indenture. Section
4.3 Repairs; Maintenance and Compliance; Physical Condition. The Borrower shall cause the Project to be maintained in a good, habitable and safe (so as to not threaten the health or
safety of the Project’s tenants or their invited guests) condition and repair (reasonable wear and tear excepted) as set forth in the Mortgage and shall not remove, demolish or materially
alter the Improvements or Equipment (except for removal of aging or obsolete equipment or furnishings in the normal course of business), except as provided in the Mortgage. Section 4.4
Litigation. The Borrower shall give prompt Written Notice to the Issuer, the Servicer, the Trustee and the Bondholder Representative of any litigation, governmental
18 proceedings or claims or investigations regarding an alleged actual violation of a Legal Requirement pending or, to the Borrower’s knowledge, threatened against the Borrower which
might materially adversely affect the Borrower’s condition (financial or otherwise) or business or the Project. Section 4.5 Performance of Other Agreements. The Borrower shall observe
and perform in all material respects each and every term to be observed or performed by it pursuant to the terms of any agreement or instrument affecting or pertaining to the Project.
Section 4.6 Notices. The Borrower shall promptly advise the Issuer, the Servicer, the Bondholder Representative and the Trustee of (i) any material adverse change in the Borrower’s financial
condition, assets, properties or operations other than general changes in the real estate market, (ii) any fact or circumstance affecting the Borrower or the Project that materially
and adversely affects the Borrower’s ability to meet its obligations hereunder or under any of the the other Bond Document to which it is a party in a timely manner, (iii) the occurrence
of any Default or Loan Agreement Default of which the Borrower has knowledge or (iv) the receipt of written notice from the Swap Counterparty if other than Citigroup Financial Products
Inc. or an affiliate or the provider of any cap that the unsecured, unsubordinated long term obligations of the Swap Counterparty if other than Citigroup Financial Products Inc. or an
affiliate or the provider of any cap, as applicable, are at any time rated below “AA-” by S&P or below “Aa3” by Moody’s. If the Borrower becomes subject to federal or state securities
law filing requirements, the Borrower shall cause to be delivered to the Servicer, the Trustee and the Bondholder Representative any Securities and Exchange Commission or other public
filings, if any, of the Borrower within two (2) business days of such filing. Section 4.7 Cooperate in Legal Proceedings. The Borrower shall cooperate fully with the Servicer, the Trustee
and the Bondholder Representative with respect to, and permit the Servicer, the Trustee and the Bondholder Representative, at their option, to participate in, any proceedings before
any Governmental Authority that may in any way affect the rights of Bondholders under any Bond Document. Section 4.8 Further Assurances. The Borrower shall, at the Borrower’s sole cost
and expense (except as provided in Section 8.1), (i) furnish to the Servicer and the Bondholder Representative all instruments, documents, boundary surveys, footing or foundation surveys
(to the extent that Borrower’s construction or renovation of the Project alters any existing building foundations or footprints), certificates, plans and specifications, appraisals,
title and other insurance reports and agreements, reasonably requested by the Servicer or the Bondholder Representative for the better and more efficient carrying out of the intents
and purposes of the Bond Documents; (ii) execute and deliver to the Servicer and the Bondholder Representative such documents, instruments, certificates, assignments and other writings,
and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the Bonds, as the Servicer and the Bondholder
Representative may reasonably require from time to time; (iii) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective
carrying out of the intents and purposes of the Bond Documents, as the Servicer or the Bondholder Representative shall reasonably require from time to time; provided, however, with respect
to clauses (i)-(iii) above, the Borrower shall not be required to do anything that has the effect of (A) changing the essential economic terms of the Loan or (B) imposing upon the Borrower
greater personal liability under the Loan Documents; and (iv) upon the Servicer’s or the Bondholder Representative’s request therefor given from time to time after the occurrence of
any Default or Loan Agreement Default for so long as such Default or Loan Agreement Default, as
19 applicable, is continuing pay for (a) reports of UCC, federal tax lien, state tax lien, judgment and pending litigation searches with respect to the Borrower and (b) searches of title
to the Project, each such search to be conducted by search firms reasonably designated by the Servicer or the Bondholder Representative in each of the locations reasonably designated
by the Servicer or the Bondholder Representative. Section 4.9 Delivery of Financial Information. After notice to the Borrower of a Secondary Market Disclosure Document, the Borrower
shall, concurrently with any delivery to the Servicer, deliver copies of all financial information required under Article VIII. Section 4.10 Environmental Matters. So long as the Borrower
owns or is in possession of the Project, the Borrower shall (a) keep the Project in compliance with all Hazardous Materials Laws (as defined in the Mortgage), (b) promptly notify the
Servicer, the Trustee, the Bondholder Representative and the Issuer if the Borrower shall become aware that any Hazardous Materials (as defined in the Mortgage) is on or near the Project
in violation of Hazardous Materials Laws, and (c) commence and thereafter diligently prosecute to completion all remedial work necessary with respect to the Project required under any
Hazardous Material Laws, in each case as set forth in the Mortgage or the Agreement of Environmental Indemnification. Section 4.11 Title to the Project. The Borrower will warrant and
defend the title to the Project, and
the validity and priority of the Lien of the Mortgage, subject only to Permitted Encumbrances, against the claims of all Persons. Section 4.12 Issuer’s Annual Fees. The Borrower covenants
to pay the annual fee of the Issuer, payable as set forth in the Regulatory Agreement, and the reasonable fees and expenses of the Issuer or any agents, attorneys, accountants, consultants
selected by the Issuer to act on its behalf in connection with this Loan Agreement, the Regulatory Agreement and the other Bond Documents, including, without limitation, 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 may at any time be instituted involving
the Bonds, this Loan Agreement, the other Bond Documents or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower,
its properties, assets or operations or otherwise in connection with the administration of the foregoing. This obligation shall remain valid and in effect notwithstanding repayment of
the loan hereunder or termination of this Loan Agreement or the Indenture. Section 4.13 Estoppel Statement. The Borrower shall furnish to the Servicer or the Bondholder Representative
for the benefit of the Issuer, the Trustee, the Bondholder Representative and the Servicer within ten (10) days after request by the Servicer, with a statement, duly acknowledged and
certified, setting forth (i) the unpaid principal of the Note, (ii) the applicable Bond Coupon Rate, (iii) the date installments of interest and/or principal were last paid, (iv) any
offsets or defenses to the payment of the Borrower Payment Obligations, and (v) that the Bond Documents to which the Borrower is a party are valid, legal and binding obligations of the
Borrower and have not been modified or, if modified, giving particulars of such modification, and no Event of Default exists thereunder or specify any Event of Default that does exist
thereunder. The Borrower shall use commercial reasonable efforts to furnish to the Servicer or the Bondholder Representative, within 30 days of a request by the Servicer, tenant estoppel
certificates from each commercial tenant at the Project in form and substance reasonably satisfactory to the Servicer and the Bondholder
20 Representative; provided that the Servicer and the Bondholder Representative shall not make such requests more frequently than twice in any year. Section 4.14 Defense of Actions.
The Borrower shall appear in and defend any action or proceeding purporting to affect the security for this Loan Agreement hereunder or under the Bond Documents, and shall pay, in the
manner required by Section 2.6, all costs and expenses, including the cost of evidence of title and attorneys’ fees, in any such action or proceeding in which a Bondholder or the Bondholder
Representative may appear. If the Borrower fails to perform any of the covenants or agreements contained in this Loan Agreement or any other Bond Document, or if any action or proceeding
is commenced that is not diligently defended by the Borrower which affects the Bondholder’s or the Bondholder Representative’s interest in the Project or any part thereof, including
eminent domain, code enforcement or proceedings of any nature whatsoever under any Federal or state law, whether now existing or hereafter enacted or amended, then the Bondholder or
the Bondholder Representative may make such appearances, disburse such sums and take such action as the Bondholder or the Bondholder Representative deems necessary or appropriate to
protect their interests. Such actions include disbursement of attorneys’ fees, entry upon the Project to make repairs or take other action to protect the security of the Project, and
payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Bondholder or the Bondholder Representative appears to be prior or superior to the
Bond Documents. Neither a Bondholder or the Bondholder Representative shall have any obligation to do any of the above. The Bondholder or the Bondholder Representative may take any such
action without notice to or demand upon the Borrower. No such action shall release the Borrower from any obligation under this Loan Agreement or any of the other Bond Documents. In the
event (i) that the the Mortgage is foreclosed in whole or in part or that any Bond Document is put into the hands of an attorney for collection, suit, action or foreclosure, or (ii)
of the foreclosure of any mortgage, deed of trust or deed to secure debt prior to or subsequent to the Mortgage or any Bond Document in which proceeding the Bondholder or the Bondholder
Representative is made a party or (iii) of the bankruptcy of the Borrower or an assignment by the Borrower for the benefit of its creditors, the Borrower shall be chargeable with and
agrees to pay all costs of collection and defense, including actual attorneys’ fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved
therein, which shall be due and payable together with all required service or use taxes.. Section 4.15 Expenses. The Borrower shall pay all reasonable expenses incurred by the Issuer,
the Trustee, the Bond Purchaser, the Servicer and the Bondholder Representative (except as provided in Section 8.1) in connection with the Bonds, including reasonable fees and expenses
of the Issuer’s, the Trustee’s, the Servicer’s, the Bond Purchaser’s and the Bondholder Representative’s attorneys, environmental, engineering and other consultants, and fees, charges
or taxes for the recording or filing of Bond Documents. The Borrower shall pay or cause to be paid all reasonable expenses of the Issuer, the Trustee, the Rebate Analyst, the Servicer
and the Bondholder Representative (except as provided in Section 8.1) in connection with the issuance or administration of the Bonds, including audit costs, inspection fees, settlement
of condemnation and casualty awards, and premiums for title insurance and endorsements thereto. The Borrower shall, upon request, promptly reimburse the Issuer, the Trustee, the Servicer
and the Bondholder Representative for all reasonable amounts expended, advanced or incurred by the Issuer, the Trustee, the Servicer and the Bondholder Representative to collect the
Note, or to enforce the rights of of the Issuer, the Bond Purchaser, the Trustee, the Servicer and the Bondholder Representative under this Loan Agreement or any other Loan Document,
or to defend or assert the rights and claims of the Issuer, the Bond Purchaser, the Trustee, the Servicer and the Bondholder Representative under the Bond Documents arising out of a
Loan Agreement Default or with respect to the Project (by litigation or other
21 proceedings) arising out of a Loan Agreement Default, which amounts will include all court costs, attorneys’ fees and expenses, fees of auditors and accountants, and investigation
expenses as may be reasonably incurred by the Issuer, the Trustee, the Servicer and the Bondholder Representative in connection with any such matters (whether or not litigation is instituted),
together with interest at the Default Rate on each such amount from the date of disbursement until the date of reimbursement to the Issuer, the Trustee, the Servicer and the Bondholder
Representative, all of which shall constitute part of the Loan and shall be secured by the Bond Documents. The obligations and liabilities of the Borrower under this Section 4.15 shall
survive the Term of this Loan Agreement and the exercise by the Issuer, the Servicer, the Bondholder Representative or the Trustee, as the case may be, of any of its rights or remedies
under the Bond Documents, including the acquisition of the Project by foreclosure or a conveyance in lieu of foreclosure. Notwithstanding the foregoing, the Borrower shall not be obligated
to pay amounts incurred as a result of the negligence of the Trustee, the willful misconduct of the Issuer or the gross negligence or willful misconduct of any other party, and any obligations
of the Borrower to pay for environmental inspections or audits will be governed by Section 18(i) of the Mortgage. The Borrower shall not be responsible for any costs associated with
any securitization of the Bonds. Section 4.16 Servicing Agreement. Borrower shall be responsible for the payment of the ongoing servicing fees relating to or arising under the Servicing
Agreement in a monthly amount not to exceed one-twelfth of five-one hundredths of one percent (0.05%) of the outstanding balance of the Bonds, payable monthly in arrears, together with
any reasonable set-up fees with respect thereto. Section 4.17 Indemnity. To the fullest extent permitted by law, the Borrower agrees to indemnify, hold harmless and defend the Issuer,
its governing body and members thereof, the Sponsoring Political Subdivision, the Bondholder Representative, the Servicer and the Trustee and each of their respective officers, governing
members, directors, officials, employees, accountants, advisors, attorneys, consultants and agents past, present and future (each an “Indemnified Party”), against any and all losses,
damages, claims, actions, liabilities, reasonable costs and expenses of any nature, kind or character (including, without limitation, reasonable attorneys’ fees, litigation and court
costs, amounts paid in settlement (to the extent that the Borrower has consented to such settlement) and amounts paid to discharge judgments) (hereinafter, the “Liabilities”) to which
the Indemnified Parties, or any of them, may become subject under federal or state securities laws or any other statutory law or at common law or otherwise, to the extent arising out
of or based upon or in any way relating to: (i) The Bond Documents and the Swap Agreement or the execution or amendment thereof or in connection with transactions contemplated thereby,
including the issuance, sale, transfer or resale of the Bonds, except with respect to any Secondary Market Disclosure Document (other than any Borrower’s obligations under Article VIII
); (ii) Any act or omission of the Borrower 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 about, or from the planning, design, acquisition, installation or rehabilitation
of, the Project or any part thereof;
22 (iii) Any lien (other than a permitted encumbrance) or charge upon payments by the Borrower to the Issuer and the Trustee hereunder, or any taxes (including, without limitation, all
ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on 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 Project or any part thereof during the period in which the Borrower is in possession
or control of the Project; (v) The enforcement of, or any action taken by the Issuer, the Trustee or the Bondholder Representative related to remedies under, this Loan Agreement, the
Indenture and the other Bond Documents; (vi) The defeasance and/or redemption, in whole or in part, of the Bonds; (vii) Any untrue statement or misleading statement or alleged untrue
statement or alleged misleading statement of a material fact by the Borrower contained in any offering statement or document for the Bonds or any of the Bond Documents to which the Borrower
is a party, or any omission or alleged omission from 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 Borrower, in the light of the circumstances under which they were made, not misleading; (viii) Any declaration of taxability of interest on the Bonds or allegations
(or regulatory inquiry) that interest on the Bonds is includable in gross income for federal income tax purposes; and (ix) The Trustee’s acceptance or administration of the trust of
the Indenture, or the Trustee’s exercise or performance of or failure to exercise or perform any of its powers or duties thereunder or under any of the Bond Documents to which it is
a party. except (a) in the case of the foregoing indemnification of (1) the Bondholder Representative or the Servicer or any related Indemnified Party, to the extent such damages are
caused by the gross negligence or willful misconduct of such Indemnified Party, or (2) in the case of the Trustee or any related Indemnified Party, the negligence or willful misconduct
of the Trustee, or any breach by such party of its obligations under any of the Bond Documents or any untrue statement or misleading statement of a material fact by such Indemnified
Party contained in any offering statement or document for the Bonds or any of the Bond Documents or any omission or alleged omission from any such offering statement or document of any
material fact necessary to be stated therein in order to make the statements made therein by such Indemnified Party not misleading; or (b) in the case of the foregoing indemnification
of the Issuer or any related Indemnified Party or the Sponsoring Political Subdivision or any related Indemnified Party, they shall not be indemnified by the Borrower with respect to
liabilities arising from their own bad faith, fraud or willful misconduct. Notwithstanding anything herein to the contrary, the Borrower’s indemnification obligations to the parties
specified in Section 8.1.4 with respect to any securitization or Secondary Market Transaction described in Article VIII hereof shall be limited to the indemnity set forth in Section
8.1.4 hereof. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Borrower, upon written
notice from the Indemnified Party (which notice shall be timely given so as not to materially impair the Borrower’s right to
23 defend), shall assume the investigation and defense thereof, including the employment of counsel reasonably approved by the Indemnified Party, and shall assume the payment of all
expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that the Indemnified Party shall have the right to review and approve
or disapprove any such compromise or settlement, which approval shall not be unreasonably withheld. 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 however the Sponsoring Political Subdivision and the Issuer have the absolute right to employ
separate counsel at the expense of the Borrower. The Borrower shall pay the reasonable fees and expenses of such separate counsel; provided, however, that such Indemnified Party other
than the Issuer or the Sponsoring Political Subdivision may only employ separate counsel at the expense of the Borrower 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 by reason of common representation except that the Borrower shall always pay the reasonable fees and expenses
of the Issuer’s or the Sponsoring Political Subdivision’s separate counsel. Notwithstanding any transfer of the Project to another owner in accordance with the provisions of this Agreement
or the Regulatory Agreement, the Borrower shall remain obligated to indemnify each Indemnified Party pursuant to this Section if such subsequent owner fails to indemnify any party entitled
to be indemnified hereunder, unless the Issuer, the Trustee and the Bondholder Representative have consented to such transfer and to the assignment of the rights and obligations of the
Borrower hereunder. The rights of any persons to indemnity hereunder and rights to payment of fees and reimbursement of expenses pursuant to Section 10.3 shall survive the final payment
or defeasance of the Bonds and in the case of the Trustee, Servicer or Bondholder Representative, as applicable, any resignation or removal. The provisions of this Section shall survive
the termination of this Loan Agreement. Nothing within this Section shall limit the rights of each Indemnified Party to indemnity under the Regulatory Agreement. Nothing in this Section
4.17 shall in any way limit the Borrower’s indemnification and other payment set forth in the Regulatory Agreement. Section 4.18 No Warranty of Condition or Suitability by the Issuer.
The Issuer makes no warranty, either express or implied, as to the condition of the Project or that it will be suitable for the Borrower’s purposes or needs. Section 4.19 Right of Access
to the Project. The Borrower agrees that the Issuer, the Trustee, the Servicer and the Bondholder Representative, and their duly authorized agents, attorneys, experts, engineers, accountants
and representatives shall have the right, but no obligation at all reasonable times during business hours and upon reasonable notice, to enter onto the Land (a) to examine, test and
inspect the Project without material interference or prejudice to the Borrower’s operations and (b) to perform such work in and about the Project made necessary by reason of the Borrower’s
default under any of the provisions of this Loan Agreement. The Issuer, the Trustee, the Servicer, the Bondholder Representative, and their duly authorized agents, attorneys, accountants
and representatives shall also be permitted, without any obligation to do so, at all reasonable times and upon reasonable notice during business hours, to examine the books and records
of the Borrower with respect to the Project.
24 Section 4.20 Tax Covenants. The Borrower further represents, warrants and covenants as follows: (a) General. The Borrower shall not take any action or omit to take any action within
its direct or indirect control which, if taken or omitted, respectively, would adversely affect the exclusion of interest on the Bonds from gross income (as defined in Section 61 of
the Code), for federal income tax purposes and, if it should take or permit any such action, the Borrower will take all lawful actions that it can take to rescind such action promptly
upon having knowledge thereof and that the Borrower will take such action or actions, including amendment of this Loan Agreement, the Mortgage, the Tax Certificate and the Regulatory
Agreement, as may be necessary, in the opinion of Bond Counsel, to comply fully with all applicable rules, rulings, policies, procedures, regulations or other official statements promulgated
or proposed by the Department of the Treasury or the Internal Revenue Service applicable to the Bonds or affecting the Project. Capitalized terms used in this Section 4.20 shall have
the respective meanings assigned to them in the Regulatory Agreement or, if not defined therein, in the Indenture. With the intent not to limit the generality of the foregoing, the Borrower
covenants and agrees that, prior to the final maturity of the Bonds, unless it has received and filed with the Issuer and the Trustee a Bond Counsel No Adverse Effect Opinion (other
than with respect to interest on any Bond for a period during which such Bond is held by a “substantial user” of any facility financed with the proceeds of the Bonds or a “related person,”
as such terms are used in Section 147(a) of the Code), the Borrower will comply with this Section 4.20. (b) Use of Proceeds. The use of the Net Proceeds of the Bonds at all times will
satisfy the following requirements: (i) Limitation on Net Proceeds. At least 95% of the net proceeds of the Bonds (within the meaning of the Code) actually expended shall be used to
pay Qualified Project Costs that are costs of a “qualified residential rental project” (within the meaning of Sections 142(a)(7) and 142(d) of the Code) and property that is “functionally
related and subordinate” thereto (within the meaning of Sections 1.103-8(a)(3) and 1.103-8(b)(4)(iii) of the Regulations). (ii) Limit on Costs of Issuance. The proceeds of the Bonds
will be expended for the purposes set forth in this Loan Agreement and in the Indenture and no portion thereof in excess of two percent 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 Bonds. (iii) Prohibited Facilities. The Borrower shall not use or permit the use of any proceeds of the
Bonds or any income from the investment thereof to provide any airplane, skybox, or other 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 consumption off premises. (iv) Limitation on Land. Less than 25 percent of the Net Proceeds of the Bonds actually
expended will be used, directly or indirectly, for the acquisition of land or an interest therein, nor will any portion of the Net Proceeds of the Bonds be used, directly or indirectly,
for the acquisition of land or an interest therein to be used for farming purposes. (v) Limitation on Existing Facilities. No portion of the Net Proceeds of the Bonds will be used for
the acquisition of any existing property or an interest therein
25 unless (A) the first use of such property is pursuant to such acquisition or (B) the rehabilitation expenditures with respect to any building and the equipment therefor equal or exceed
15 percent of the cost of acquiring such building financed with the proceeds of the Bonds (with respect to structures other than buildings, this clause shall be applied by substituting
100 percent for 15 percent). 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 Information. The information furnished by the Borrower and used by the Issuer in preparing its certifications with respect to Section 148 of the Code and the Borrower’s information
statement pursuant to Section 149(e) of the Code is accurate and complete as of the date of the issuance of the Bonds. (vii) Limitation of Project Expenditures. The acquisition, construction
and equipping of the Project were not commenced (within the meaning of Section 144(a) a) of the Code) prior to the 60th day preceding the adoption of the resolution of the Issuer with
respect to the Project on August 14, 2012, 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, except for permissible “preliminary expenditures”, which include architectural, engineering surveying, soil testing,
reimbursement bond issuance and similar costs incurred prior to the commencement of construction, rehabilitation or acquisition of the Project. (c) Limitation on Maturity. The average
maturity of the Bonds does not exceed 120 percent of the average reasonably expected economic life of the Project to be financed by the Bonds, weighted in proportion to the respective
cost of each item comprising the property the cost of which has been or will be financed, directly or indirectly, with the Net Proceeds of the Bonds. For purposes of the preceding sentence,
the reasonably expected economic life of property shall be determined as of the later of (A) the Closing Date for the Bonds or (B) the date on which such property is placed in service
(or expected to be placed in service). In addition, land shall not be taken into account in determining the reasonably expected economic life of property. (d) No Arbitrage. The Borrower
shall not take any action or omit to take any action with respect to the Gross Proceeds of the Bonds or of any amounts expected to be used to pay the principal thereof or the interest
thereon which, if taken or omitted, respectively, would cause any Bond to be classified as an “arbitrage bond” within the meaning of Section 148 of the Code. Except as provided in the
Indenture and this Loan Agreement, the Borrower shall not pledge or otherwise encumber, or permit the pledge or encumbrance of, any money, investment, or investment property as security
for payment of any amounts due under this Loan Agreement or the Note relating to the Bonds, shall not establish any segregated reserve or similar fund for such purpose and shall not
prepay any such amounts in advance of the redemption date of an equal principal amount of the Bonds, unless the Borrower has obtained in each case a Bond Counsel No Adverse Effect Opinion
with respect to such action, a copy of which shall be provided to the Issuer. The Borrower shall not, at any time prior to the final maturity of the Bonds, direct or permit the Trustee
to invest Gross Proceeds in any investment (or to use Gross Proceeds to replace money so invested), if, as a result of such investment the Yield of all investments acquired with Gross
Proceeds (or with money replaced thereby) on or prior to the date of such investment exceeds the Yield of the Bonds to the Maturity Date, except as permitted by Section 148 of the Code
and Regulations thereunder or as provided in the Regulatory Agreement. The Borrower further covenants and agrees that it will comply with and will take all action reasonably required
to insure insure that the Trustee complies with all applicable
26 requirements of said Section 148 and the rules and Regulations thereunder relating to the Bonds and the interest thereon, including the employment of a Rebate Analyst acceptable to
the Issuer and the Bondholder Representative at all times from and after the Closing Date for the calculation of rebatable amounts to the United States Treasury Department. The Borrower
agrees that it will cause the Rebate Analyst to calculate the rebatable amounts prior to the Computation Date, annually not later than forty-five days after the anniversary of the Closing
Date and subsequent to the Computation Date, not later than forty-five days after the fifth anniversary of the Closing Date and each five years thereafter and agrees that the Borrower
will pay all costs associated therewith. The Borrower agrees to provide evidence of the employment of the Rebate Analyst satisfactory to the Issuer and Bondholder Representative. (e)
No Federal Guarantee. Except to the extent permitted by Section 149(b) of the Code and the Regulations and rulings thereunder, the Borrower shall not take or omit to take any action
which would cause the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code and the Regulations and rulings thereunder. (f) Representations. The Borrower
has supplied or caused to be supplied to Bond Counsel all documents, instruments and written information requested by Bond Counsel, and all such documents, instruments and written information
supplied by or on behalf of the Borrower 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 Bonds for federal income tax purposes, are true and correct in all material respects, do not contain any untrue statement of a material fact
and do not omit to state any material fact necessary to be stated therein in order to make the information provided therein, in light of the circumstances under which such information
was provided, provided, not misleading, and the Borrower is not aware of any other pertinent information which Bond Counsel has not requested. (g) Program Covenant. Neither the Borrower
nor any Related Person is, or will be, a party to any agreement, formal or informal, pursuant to which it has or will purchase any of the Bonds in an amount related to the amount of
the Loan made to the Borrower pursuant to this Loan Agreement unless the Borrower or such Related Person provides a Bond Counsel No Adverse Effect Opinion to the Issuer with respect
to such arrangement. (h) Arbitrage Rebate. The Borrower agrees to take all steps necessary to compute and pay any rebatable arbitrage in accordance with Section 148(f) of the Code including:
(i) Delivery of Documents and Money on Computation Dates. The Borrower will deliver to the Trustee, within 55 days after each Computation Date: (A) a statement, signed by the Borrower,
stating the Rebate Amount as
of such Computation Date; (B) (1) if such Computation Date is an Installment Computation Date, an amount that, together with any amount then held for the credit of the Rebate Fund,
is equal to at least 90% of the Rebate Amount as of such Installment Computation Date, less any “previous rebate payments” made to the United States (as that term is used in Section
1.148-3(f)(1) of the Regulations), or (2) if such Computation Date is the Final Computation Date, an amount that, together with any amount then held for the credit of the Rebate Fund,
is equal
27 to the Rebate Amount as of such Final Computation Date, less any “previous rebate payments” made to the United States (as that term is used in Section 1.148-3(f)(1) of the Regulations);
and (C) an Internal Revenue Service Form 8038-T properly signed and completed as of such Computation Date. (ii) Correction of Underpayments. If the Borrower shall discover or be notified
as of any date that any payment paid to the United States Treasury pursuant to this Section 4.20 of an amount described in Section 4.20(h)(i)(A) or (B) above shall have failed to satisfy
any requirement of Section 1.148-3 of the Regulations (whether or not such failure shall be due to any default by the Borrower, the Issuer or the Trustee), the Borrower shall (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 1.148-3(h) of the Regulations, within 175 days after any discovery or notice and (2) deliver to the Trustee an Internal Revenue Service
Form 8038-T completed as of such date. If such underpayment of the Rebate Amount, together with any penalty and/or interest due, is not paid to the United States Treasury in the amount
and manner and by the time specified in the Regulations, the Borrower shall 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 Borrower shall retain all of its accounting records relating to the funds established under the Indenture and all calculations made in preparing
the statements described in this Section 4.20 for at least six years after the later of the final maturity of the Bonds or the date the last Bond is discharged. (iv) Costs. The Borrower
agrees to pay all 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
Borrower, the Trustee or the Issuer in connection with computing the Rebate Amount. (v) No Diversion of Rebatable Arbitrage. The Borrower will not indirectly pay any amount otherwise
payable to the federal government pursuant to 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 Bonds which is not purchased at fair market value or includes terms that the Borrower would not have included if the Bonds were not 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 Borrower desires to take any action which would otherwise
be prohibited by the terms of this Section 4.20, such Person shall be permitted to take such action if it shall first obtain and provide to the other Persons named herein a Bond Counsel
No Adverse Effect Opinion with respect to such action. (i) Qualified Residential Rental Project. The Borrower hereby covenants and agrees that the Project will 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 (as defined in the Regulatory Agreement)
or any period during which any Bond remains outstanding, to the end that the interest on the Bonds shall be excluded from gross income
28 for federal income tax purposes. The Borrower hereby covenants and agrees, continuously during the Qualified Project Period, to comply with all the provisions of the Regulatory Agreement.
(j) Information Reporting Requirements. The Borrower will 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 time limits. (k) Bonds are Not Hedge Bonds. The Borrower covenants and agrees that not more than 50% of the
proceeds of the Bonds will be invested in Nonpurpose Investments 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 Borrower reasonably expects that at least 85% of the spendable proceeds of the Bonds will be used to carry out the governmental purposes of the Bonds within the three-year
period beginning on the Closing Date. (l) Termination of Restrictions. Although the parties hereto recognize that, subject to the provisions of the Regulatory Agreement, the provisions
of this Loan Agreement shall terminate in accordance with Section 9.25 of this Loan Agreement, the parties hereto recognize that pursuant to the Regulatory Agreement, certain requirements,
including the requirements incorporated by reference in this Section 4.20, may continue in effect beyond the term hereof. (m) Public Approval. The Borrower covenants and agrees that
the proceeds of the Bonds will not 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.
(n) 40/60 Test Election. The Borrower and the Issuer hereby elect to apply the requirements of Section 142(d)(1)(B) to the Project. The Borrower hereby represents, covenants and agrees,
continuously during the Qualified Project Period, to comply with all the provisions of the Regulatory Agreement. (o) Modification of Tax Covenants. Subsequent to the issuance of the
Bonds and prior to their payment in full (or provision for the payment thereof having been made in accordance with the provisions of the Indenture), this Section 4.20 may not be amended,
changed, modified, altered or terminated except as permitted herein and by the Indenture and with the written consent of the Issuer and the Bondholder Representative. Anything contained
in this Loan Agreement or the Indenture to the contrary notwithstanding, the Issuer, the Trustee and the Borrower hereby 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 Bonds to remain excludable from gross income for federal income tax
purposes. The party requesting such amendment, which may include the Bondholder Representative, shall notify the other 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 shall render to the Trustee an opinion as to the effect of such proposed amendment
upon the includability of interest on the Bonds in the gross income of the recipient thereof for federal income tax purposes. The Borrower shall pay all necessary fees and expenses incurred
with respect to such amendment. The Borrower, the Issuer and, where applicable, the Trustee per written instructions from the Issuer shall execute, deliver and, if applicable, the Borrower
shall file of record, any and all documents and instruments, including without limitation, an amendment to the Regulatory Agreement, with a file-stamped copy to the Trustee, necessary
to effectuate the intent of this Section 4.20, and the Borrower and the Issuer
29 hereby appoint the Trustee as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the Issuer, as is applicable,
any such document or instrument (in such form as may be approved by and upon instruction of Bond Counsel) if either the Borrower or the Issuer defaults in the performance of its obligation
under this Section 4.20; provided, however, that the Trustee shall take no action under this Section without first notifying the Borrower or the Issuer, as is applicable, of its intention
to take such action and providing the Borrower or the Issuer, as is applicable, a reasonable opportunity to comply with the requirements of this Section 4.20. The Borrower irrevocably
authorizes and directs the Issuer, the Trustee and any other agent designated by the Issuer to make payment of all necessary fees and expenses incurred in connection with any amendment
pursuant to this Section 4.20(o) from funds of the Borrower, if any, held by the Issuer, the Trustee, or any agent of the Issuer or the Trustee. The Borrower further covenants and agrees
that, pursuant to the requirements of Treasury Regulation Section 1.148-1(b), it (or any related person contemplated by such regulations) will not purchase Bonds in an amount related
to the amount of the Loan. Section 4.21 Covenants under Indenture. The Borrower will fully and faithfully perform all the duties and obligations which the Issuer has covenanted and agreed
in the Indenture to cause the Borrower to perform and any duties and obligations which the Borrower is required in the Indenture to perform. The foregoing will not apply to any duty
or undertaking of the Issuer, which by its nature cannot be delegated or assigned. Section 4.22 Notice of Default. The Borrower will advise the Issuer, the Trustee, the Bondholder Representative
and the Servicer promptly in writing of the occurrence of any Default or Loan Agreement Default hereunder, specifying the nature and period of existence of such event and the actions
being taken or proposed to be taken with respect thereto. Section 4.23 Covenant with Bondholders. The Issuer and the Borrower agree that this Loan Agreement is executed and delivered
in part to induce the purchase by others of the Bonds and, accordingly, all covenants and agreements of the Issuer and the Borrower contained in this Loan Agreement are hereby declared
to be for the benefit of the Trustee, the Bondholder Representative and the Holders of the Bonds from time to time. Notwithstanding the foregoing, the Bondholder’s rights to enforce
this provision of this Loan Agreement are governed by the terms of the Indenture. Section 4.24 Continuing Disclosure Agreement. To the extent applicable, the Borrower and the Dissemination
Agent (as defined in the Continuing Disclosure Agreement) shall enter into the Continuing Disclosure Agreement to provide for the continuing disclosure of information about the Bonds,
the Borrower and other matters as specifically provided for in such agreement. For the purposes purposes of the Continuing Disclosure Agreement only, the Dissemination Agent shall act
as the agent of the Borrower and not as the agent of the Issuer. The duties and obligations of the Dissemination Agent under the Continuing Disclosure Agreement shall be as set forth
in the Continuing Disclosure Agreement, and the Dissemination Agent shall be responsible only for its express duties and obligations set forth in the Continuing Disclosure Agreement.
A default under any Continuing Disclosure Agreement shall not be a default under the Indenture, this Loan Agreement or any of the other Bond Documents. Section 4.25 Obligation of the
Borrower to Rehabilitate the Project. The Borrower shall proceed with reasonable dispatch to rehabilitate and equip the Project. If amounts on deposit in the
30 Project Fund designated for the Project and available to be disbursed to the Borrower are not sufficient to pay the costs of such rehabilitation and equipping, the Borrower shall
pay such additional costs from its own funds. The Borrower shall not be entitled to any reimbursement from the Issuer, the Trustee, the Servicer, the Bondholder Representative or any
Bondholder in respect of any such costs or to any diminution or abatement in the repayment of the Loan. The Issuer shall not be liable to the Borrower, the Bondholders or any other person
if for any reason the Project is not completed or if the proceeds of the Loan are insufficient to pay all costs of the Project. The Issuer does not make any representation or warranty,
either express or implied, that moneys, if any, which will be paid into the Project Fund or otherwise made available to the Borrower, subject to the provisions of the Construction Funding
Agreement, will be sufficient to complete the Project, and the Issuer shall not be liable to the the Borrower, the Bondholders or any other person if for any reason the Project is not
completed. ARTICLE V NEGATIVE COVENANTS Until the end of the Term, the Borrower covenants and agrees that it will not, directly or indirectly: Section 5.1 Management Agreement. Without
first obtaining the Bondholder Representative’s prior Written Consent, enter into the Management Agreement, and thereafter the Borrower shall not, without the Bondholder Representative’s
prior Written Consent (which consent shall not be unreasonably withheld) and subject to the Regulatory Agreement: (i) surrender, terminate or cancel the Management Agreement or otherwise
replace the Manager or enter into any other management agreement; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase
of the amount of any charges under the Management Agreement; (iv) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release in any material respect
respect any of its rights and remedies under, the Management Agreement; or (v) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the
Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement). Section
5.2 Liens. Without the Bondholder Representative’s prior Written Consent, create, incur, assume, permit or suffer to exist any mechanic’s, materialmen’s or other Lien on any portion
of the Project, except Permitted Encumbrances, unless such Lien is bonded or discharged within 30 days after the Borrower first receives notice of such Lien or unless the Borrower is
contesting such Lien in accordance with the Mortgage. Section 5.3 Dissolution. Dissolve or liquidate, in whole or in part, merge with or consolidate into another Person. Section 5.4
Change in Business or Operation of Property. Enter into any line of business other than the ownership and operation of the Project, or make any material change in the scope or nature
of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business and activities incidental or related
thereto or otherwise cease to operate the Project as a multi-family property or terminate such business for
31 any reason whatsoever (other than temporary cessation in connection with rehabilitation of the Project). Section 5.5 Debt Cancellation. Cancel or otherwise forgive or release any
claim or debt owed to the Borrower by a Person, except for adequate consideration or in the ordinary course of the Borrower’s business in its reasonable judgment. Section 5.6 Assets.
Purchase or own any real property or personal property incidental thereto other than the Project. Section 5.7 Transfers. Make, suffer or permit the occurrence of any Transfer other than
a transfer permitted under the Mortgage and the Regulatory Agreement, nor transfer any material License required for the operation of the Project. Section 5.8 Debt. Other than as expressly
approved in writing by the Bondholder Representative, create, incur or assume any indebtedness for borrowed money (including subordinate debt) whether unsecured or secured by all or
any portion of the Project or interest therein or in the Borrower or any partner thereof (including subordinate debt) other than (i) the Borrower Payment Obligations, (ii) secured indebtedness
incurred pursuant to or permitted by the Bond Documents, and (iii) trade payables incurred in the ordinary course of business. Section 5.9 Assignment of Rights. Without the Bondholder
Representative’s prior Written Consent, attempt to (i) assign the Borrower’s rights or interest under any Bond Document in contravention of any Bond Document or (ii) surrender the Borrower’s
fee interest in the Land. Section 5.10 Principal Place of Business. Change its principal place of business without providing 30 days’ prior Written Notice of the change to the Trustee,
the Servicer and the Bondholder Representative. Section 5.11 Partnership Agreement. Without the Bondholder Representative’s prior written consent (which consent shall not be unreasonably
withheld) surrender, terminate, cancel, modify, change, supplement, alter or amend in any material respect, or waive or release in any material respect, any of its rights or remedies
under the Partnership Agreement. Section 5.12 ERISA. Maintain, sponsor, contribute to or become obligated to contribute to, or suffer or permit any ERISA Affiliate of the Borrower to,
maintain, sponsor, contribute to or become obligated to contribute to, any Plan, or permit the assets of the Borrower to become “plan assets,” whether by operation of law or under regulations
promulgated under ERISA. Section 5.13 No Hedging Arrangements. Without the prior written consent of the Bondholder Representative or unless otherwise required by this Loan Agreement,
the Borrower will not enter into or guarantee, provide security for or otherwise undertake any form of contractual obligation with respect to any interest rate swap, interest rate cap
or other arrangement that has the effect of an interest rate swap or interest rate cap or that otherwise (directly or indirectly, derivatively or synthetically) hedges interest rate
risk associated with being a debtor of variable rate debt or any agreement or other arrangement to to enter into any of the above on a future date or after the occurrence of one or more
events in the future.
32 ARTICLE VI INSURANCE; CASUALTY; AND CONDEMNATION Section 6.1 Insurance. The Borrower, at its sole cost, for the mutual benefit of the Borrower and the Trustee, as representative of
the Bondholders, shall obtain and maintain during the Term the policies of insurance required by Section 19 of the Mortgage. All policies of insurance required pursuant to this Section
shall conform to the requirements set forth in the Mortgage. The Borrower shall deliver to the Servicer a certified copy of each policy within 30 days after its effective date. Section
6.2 Casualty. If the Project is damaged or destroyed, in whole or in any material respect, by fire or other casualty (a “Casualty”), the Borrower shall give prompt notice thereof to
the Servicer, the Bondholder Representative, the Trustee, and the Issuer. Section 6.3 Condemnation. The Borrower shall promptly give the Servicer, the Issuer, the Bondholder Representative
and the Trustee notice of the actual or threatened commencement of any Condemnation proceeding affecting the Project and shall deliver to the Servicer, the Issuer, the Bondholder Representative
and the Trustee copies of any and all papers served in connection with such Condemnation. ARTICLE VII DEFAULTS Section 7.1 Loan Agreement Defaults. Each of the following events shall
constitute a “Loan Agreement Default”: (a) failure by the Borrower to pay any Loan Payment or Additional Payment on the date such payment is due; (b) failure by the Borrower to prepay
the Note on the date such payment is due as required by Section 2.11; (c) failure by or on behalf of the Borrower to pay when due any amount (other than as provided in subsections (a)
or (b) above) required to be paid by the Borrower under this Loan Agreement, the Note, the Mortgage or any of the other Bond Documents, including a failure to repay any amounts that
have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings, which default remains uncured for a period
of five (5) days after Written Notice thereof shall have been given to the Borrower; (d) a Transfer other than a transfer permitted under the Mortgage and the Regulatory Agreement occurs;
(e) any representation or warranty made by the Borrower in any Bond Document to which it is a party, or in any report, certificate, financial statement or other instrument, agreement
or document furnished by the Borrower in connection with any Bond Document, shall be false or misleading in any material respect as of the Closing Date;
33 (f) the Borrower shall make a general assignment for the benefit of creditors, or shall generally not be paying its debts as they become due; (g) an event of default of the Borrower
as defined or described in any other Bond Document to which the Borrower is a party occurs and any applicable notice and or cure period has expired; (h) the Borrower shall continue to
be in Default under any of the other terms, covenants or conditions of this Loan Agreement (other than paragraphs (a)-(g) above) for 30 days after notice from the Trustee, the Bondholder
Representative or the Servicer in the case of such other Default; provided, however, that if such other Default under this paragraph (i) is susceptible of cure but cannot reasonably
be cured within such thirty (30) day period, and the Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously
proceeds to cure the same, such thirty (30) day period shall be extended for an additional period of time as is reasonably necessary for the Borrower in the exercise of due diligence
to cure such Default, such additional period not to exceed 60 days; (i) the Borrower Controlling Entity shall make a general assignment for the benefit of creditors, shall generally
not be paying its debts as they become due, or an Act of Bankruptcy with respect to the Borrower Controlling Entity shall occur, unless in all cases the Borrower Controlling Entity is
replaced with a substitute Borrower Controlling Entity that satisfies the requirements of [Section 21(c)] of the Mortgage; which, in the case of a non-profit Borrower Controlling Entity,
may be replaced within sixty (60) days of such event with another non-profit Borrower Controlling Entity acceptable to the Bondholder Representative, in which case no Loan Agreement
Default shall be deemed to have occurred; or (j) an event of default or termination event pertaining to the Borrower as defined in and pursuant to the Swap Agreement occurs and any applicable
notice and or cure period has expired. After a Responsible Officer of the Trustee obtains actual knowledge of the occurrence of a Loan Agreement Default, the Trustee shall give Written
Notice thereof to the Issuer, the Borrower, the Bondholder Representative and the Servicer. Section 7.2 Remedies. Section 7.2.1 Acceleration. Upon the occurrence of an Event of Default
(other than an Event of Default described in paragraph (f) or (i) of Section 7.1) and at any time and from time to time thereafter, as long as such Event of Default continues to exist,
in addition to any other rights or remedies available to the Trustee pursuant to the Bond Documents or at law or in equity, the Trustee shall, at the Written Direction of the Bondholder
Representative, take such action, without notice or demand, as the Bondholder Representative deems advisable to protect and enforce its rights against the Borrower and in and to the
Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest
on and all other amounts due on the Note to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations to the redemption of
the Bonds pursuant to Section 6.4 of the Indenture; and upon any Event of Default described in paragraph (f) or (g) of Section 7.1, the Borrower Payment Obligations shall become immediately
due and payable at the Bondholder Representative’s election,
34 in the Bondholder Representative’s sole discretion (as the case may be), without notice or demand, and the Borrower hereby expressly waives any such notice or demand, anything contained
in any Bond Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Indenture shall be controlled by
the Bondholder Representative. Section 7.2.2 Remedies Cumulative. Upon the occurrence of a Loan Agreement Default, all or any one or more of the rights, powers, privileges and other
remedies available to the Trustee against the Borrower under the Bond Documents or at law or in equity may be exercised by the Trustee, at the Written Direction of the Bondholder Representative,
at any time and from time to time, whether or not all or any of the Borrower Payment Obligations shall be declared due and payable, and whether or not the Trustee or the Bondholder Representative
shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Bond Documents. Any such actions taken by the Trustee
or the Bondholder Representative shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the
Bondholder Representative may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of the
Trustee or the Bondholder Representative permitted by law, equity or contract or as set forth in the Bond Documents. Without limiting the generality of the foregoing, the Borrower agrees
that if a Loan Agreement Default is continuing, all Liens and other rights, remedies or privileges provided to the Trustee and Bondholder Representative shall remain in full force and
effect until they have exhausted all of its remedies, the Mortgage has been foreclosed, the Project has been sold and/or otherwise realized upon satisfaction of the Borrower Payment
Obligations or the Borrower Payment Obligations has been paid in full. To the extent permitted by applicable law, nothing contained in any Bond Document shall be construed as requiring
the Trustee or Bondholder Representative to resort to any portion of the Project for the satisfaction of any of the Borrower Payment Obligations in preference or priority to any other
portion, and the Trustee or Bondholder Representative may seek satisfaction out of the entire Project or any part thereof, in its absolute discretion. Notwithstanding any provision herein
to the contrary, the Issuer, the Trustee and the Bondholder Representative agree that any cure of any default made or tendered by the Investor Limited Partner shall be deemed to be a
cure by the Borrower and shall be accepted or rejected on the same basis as if made or tendered by the Borrower. Section 7.2.3 Delay. No delay or omission to exercise any remedy, right,
power accruing upon a Loan Agreement Default, or the granting of any indulgence or compromise by the Trustee or the Bondholder Representative shall impair any such remedy, right or power
hereunder or be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default
or Loan Agreement Default shall not be construed to be a waiver of any subsequent Default or Loan Agreement Default or to impair any remedy, right or power consequent thereon. Notwithstanding
any other provision of this Loan Agreement, the Trustee and the Bondholder Representative reserve the right to seek a deficiency judgment or preserve a deficiency claim, in connection
with the foreclosure of the Mortgage to the extent necessary to foreclose on other part of the Project, the Rents, the funds or any other collateral. Section 7.2.4 Bondholder Representative’s
Right to Perform the Obligations. If the Borrower shall fail, refuse or neglect to make any payment or perform any act required by the
35 Bond Documents, then while any Loan Agreement Default exists, and without notice to or demand upon the Borrower and without waiving or releasing any other right, remedy or recourse
the Trustee or the Bondholder Representative
may have because of such Loan Agreement Default, the Bondholder Representative may (but shall not be obligated to) make such payment or perform such act for the account of and at the
expense of the Borrower, and shall have the right to enter upon the Project for such purpose and to take all such action thereon and with respect to the Project as it may deem necessary
or appropriate. If the Bondholder Representative shall elect to pay any sum due with reference to the Project, the Bondholder Representative may do so in reliance on any bill, statement
or assessment procured from the appropriate governmental authority or other issuer thereof without inquiring into the accuracy or validity thereof. Similarly, in making any payments
to protect the security intended to be created by the Bond Documents, the Bondholder Representative shall not be bound to inquire into the validity of any apparent or threatened adverse
title, lien, encumbrance, claim or charge before making an advance for the purpose of preventing or removing the same. All sums paid by the Bondholder Representative pursuant to this
Section 7.2.4, and all other sums expended by the Bondholder Representative, to which it shall be entitled to be indemnified, together with interest thereon at the Default Rate from
the date of such payment or expenditure until paid, shall constitute additions to all amounts payable with respect to the Bonds, shall be secured by the Bond Documents and shall be paid
by the Borrower to the Bondholder Representative upon demand. Section 7.2.5 Trustee’s Exercise of the Issuer’s Remedies. Whenever any Loan Agreement Default shall have occurred and be
continuing, the Trustee may at the Written Direction of the Bondholder Representative, but shall not be obligated to, exercise any or all of the rights of the the Issuer under this Article,
upon notice as required of the Issuer unless the Issuer has already given the required notice. In addition, the Trustee shall have available to it all of the remedies prescribed by the
Indenture. Notwithstanding anything herein to the contrary, the Issuer may not exercise any remedies available to the Issuer against the Borrower under the Bond Documents or at law or
in equity in order to enforce its Unassigned Issuer Rights, other than the remedy of specific performance, without the consent of the Bondholder Representative. Section 7.2.6 Assumption
of Obligations. In the event that the Trustee, the Bondholder Representative or the Bondholders or their respective assignee or designee shall become the legal or beneficial owner of
the Project by foreclosure or deed in lieu of foreclosure, such party shall have the right, to be exercised in its sole discretion, to succeed to the rights and the obligations of the
Borrower under this Loan Agreement, the Note, the Regulatory Agreement, and any other Bond Documents to which the Borrower is a party. Such assumption shall be effective from and after
the effective date of such acquisition and shall be made with the benefit of the limitations of liability set forth therein and without any liability for the prior acts of the Borrower.
It is the intention of the parties hereto that upon the occurrence and continuance of a Loan Agreement Default, rights and remedies may be pursued pursuant to the terms of the Bond Documents.
The parties hereto acknowledge that, among the possible outcomes to the pursuit of such remedies, is the situation where the Trustee, the Bondholder Representative or the Bondholders
or their respective assignees or designees becomes the owner of the Project and exercises it right, in its sole discretion, to assume the obligations identified above, and the Note,
the Bonds and the other Bond Documents remain outstanding. Section 7.2.7 Right to Directly Enforce. Notwithstanding any other provision hereof to the contrary, the Bondholder Representative
shall have the right to directly enforce all rights and remedies hereunder with or without involvement of the Trustee, provided that only the
36 Issuer may enforce the Unassigned Issuer’s Rights subject to Section 7.2.5 and Section 2.2. In the event that any of the provisions set forth in this Section 7.2.7 are inconsistent
with the covenants, terms and conditions of the Mortgage, the covenants, terms and conditions of the Mortgage shall prevail. ARTICLE VIII SPECIAL PROVISIONS Section 8.1 Sale of Bonds
and Secondary Market Transaction. Section 8.1.1 Cooperation. At the Servicer or Bondholder Representative’s request (to the extent not already required to be provided by the Borrower
under this Loan Agreement), the Borrower shall use reasonable efforts to satisfy the market standards to which the Servicer or Bondholder Representative customarily adheres or which
may be reasonably required in the marketplace or by the Servicer or Bondholder Representative in connection with one or more sales or assignments of all or a portion of the Bonds or
participations therein or securitizations of single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or a portion of the Bonds (each such
sale, assignment and/or securitization, a “Secondary Market Transaction”); provided that neither the Borrower nor the Issuer shall incur any third party or other out-of-pocket costs
and expenses in connection with a Secondary Market Transaction, including the costs associated with the delivery of any Provided Information or any opinion required in connection therewith,
and all such costs including, without limitation, any costs associated with receiving a rating on the Bonds, shall be paid by the Servicer or Bondholder Representative, and shall not
materially modify Borrower’s rights or obligations. Without limiting the generality of the foregoing, the Borrower and the Issuer shall, so long as the Loan is still Outstanding: (a)
(i) provide such financial and other information with respect to the Bonds, and with respect to the Project, the Borrower, the Manager, the contractor of the Project or the Borrower
Controlling Entity, (ii) provide financial statements, audited, if available, relating to the Project with customary disclaimers for any forward looking statements or lack of audit,
and (iii), at the expense of the Servicer or Bondholder Representative, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies,
environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Project, as may be reasonably requested
from time to time by the Servicer or Bondholder Representative or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange
Act requirements (the items provided to the Servicer or Bondholder Representative pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with
appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to the Servicer or Bondholder
Representative and the Rating Agencies; (b) make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Project, the Borrower
and the Bond Documents reasonably acceptable to the Servicer or Bondholder Representative, consistent with the facts covered by such representations and warranties as they exist on the
date thereof; and (c) execute such amendments to the Bond Documents to accommodate such Secondary Market Transaction so long as such amendment does not affect the material
37 economic terms of the Bond Documents and is not otherwise adverse to such party in its reasonable discretion. Section 8.1.2 Use of Information. The Borrower understands that certain
of the Provided Information and the required records may be included in disclosure documents in connection with a Secondary Market Transaction, including a prospectus or private placement
memorandum (each, a “Secondary Market Disclosure Document”), or provided or made available to investors or prospective investors in the Securities, the Rating Agencies and service providers
or other parties relating to the Secondary Market Transaction. In the event that the Secondary Market Disclosure Document is required to be revised, the Borrower shall cooperate, subject
to Section 8.1.1(c), with the Servicer and Bondholder Representative in updating the Provided Information or required records for inclusion or summary in the Secondary Market Disclosure
Document or for other use reasonably required in connection with a Secondary Market Transaction by providing all current information pertaining to the Borrower and the Project necessary
to keep the Secondary Market Disclosure Document accurate and complete in all material respects with respect to such matters. The Borrower hereby consents to any and all such disclosures
of such information. Section 8.1.3 Borrower Obligations Regarding Secondary Market Disclosure Documents. In connection with a Secondary Market Disclosure Document, the Borrower shall
provide, or in the case of a Borrower-engaged third party such as the Manager, cause it to provide, information reasonably requested by the Bondholder Representative pertaining to the
Borrower, the Project or such third party (and portions of any other sections reasonably requested by the Bondholder Representative pertaining to the Borrower, the Project or the third
party). The Borrower shall, if requested by the Servicer and Bondholder Representative, certify in writing that the Borrower has carefully examined those portions of such Secondary Market
Disclosure Document, pertaining to the Borrower, the Project or the Manager, and such portions (and portions of any other sections reasonably requested and pertaining to the Borrower,
the Project or the Manager) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading; provided that the Borrower shall not be required to make any representations or warranties regarding any Provided Information
obtained from a third party except with respect to information it provided to such parties. Furthermore, the Borrower hereby indemnifies the Bondholder Representative, the Servicer,
the Bond Purchaser, the Trustee and the Issuer for any Liabilities to which any such parties may become subject to the extent such Liabilities arise out of or are based upon the use
of the Provided Information in a Secondary Market Disclosure Document. Section 8.1.4 Borrower Indemnity Indemnity Regarding Filings. In connection with filings under the Exchange Act
or the Securities Act, the Borrower shall (i) indemnify Bondholder Representative, the Servicer, the Bond Purchaser, the Trustee, the Issuer, its officers and officials and its governing
body and the members thereof, the Sponsoring Political Subdivision, and the underwriter group for any securities (the “Underwriter Group”) for any Liabilities to which Bondholder Representative,
the Servicer, the Bond Purchaser, the Trustee, the Issuer, its officers and officials and its governing body and the members thereof, or the Underwriter Group may become subject insofar
as the Liabilities arise out of or are based upon the omission or alleged omission to state in the Provided Information of a material fact required to be stated in the Provided Information
in order to make the statements in the Provided Information, in the light of the circumstances under which they were made not misleading and (ii) reimburse the Servicer, the Bondholder
Representative, the Underwriter Group, the Issuer, and other indemnified parties listed above for any legal or other expenses reasonably incurred by the Servicer, the Bondholder Representative,
the
38 Underwriter Group or the Issuer in connection with defending or investigating the Liabilities; provided that the Borrower shall not provide any indemnification regarding any Provided
Information obtained from unrelated third parties except with respect to information it provided to such parties. Section 8.1.5 Indemnification Procedure. Promptly after receipt by an
indemnified party under Sections 8.1.3 and 8.1.4 of notice of the commencement of any action for which a claim for indemnification is to be made against the Borrower, such indemnified
party shall notify the Borrower in writing of such commencement, but the omission to so notify the Borrower will not relieve the Borrower from any liability that it may have to any indemnified
party hereunder except to the extent that failure to notify causes prejudice to the Borrower. In the event that any action is brought against any indemnified party, and it notifies the
Borrower of the commencement thereof, the Borrower will be entitled, jointly with any other indemnifying party, to participate therein and, to the extent that it (or they) may elect
by Written Notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, to assume the defense thereof with counsel selected by the Borrower
and reasonably satisfactory to such indemnified party in its sole discretion. After notice from the Borrower to such indemnified party under this Section 8.1.5, the Borrower shall not
be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No
indemnified party shall settle or compromise any claim for which the Borrower may be liable hereunder without the prior Written Consent of the Borrower. Section 8.1.6 Contribution. In
order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 8.1.4 is for any reason held to be unenforceable by an
indemnified party in respect of any Liabilities (or action in respect thereof) referred to therein which would otherwise be indemnifiable under Section 8.1.4, the Borrower shall contribute
to the amount paid or payable by the indemnified party as a result of such Liabilities (or action in respect thereof); provided, however, that no Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person not guilty of such fraudulent misrepresentation. In determining the amount
of contribution to which the respective parties are entitled, the following factors shall be considered: (i) the indemnified parties and the Borrower’s relative knowledge and access
to information concerning the matter with respect to which the claim was asserted; (ii) the opportunity to correct and prevent any statement or omission; and (iii) any other equitable
considerations appropriate in the circumstances. The parties hereto hereby agree that it may not be equitable if the amount of such contribution were determined by pro rata or per capita
allocation. ARTICLE IX MISCELLANEOUS Section 9.1 Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other Bond Document (a “notice”)
shall be given in the manner and under the conditions set forth in the Indenture, addressed to the appropriate party at the address set forth in Section 15.1 of the Indenture. Section
9.2 Brokers and Financial Advisors. The Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection
with the Loan, other than those disclosed to the Bondholder Representative and whose
39 fees shall be paid by the Borrower pursuant to separate agreements. The Borrower and the Bondholder Representative shall indemnify and hold the other harmless from and against any
and all claims, liabilities, costs and expenses of any kind in any way relating to or arising from a claim by any Person that such Person acted on behalf of the indemnifying party in
connection with the transactions contemplated herein. The provisions of this Section 9.2 shall survive the expiration and termination of this Loan Agreement and the repayment of the
Borrower Payment Obligations. Section 9.3 Survival. This Loan Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant
hereto shall survive the making by the Issuer of the Loan and the execution and delivery to the Trustee of the Note, and shall continue in full force and effect so long as all or any
of the Borrower Payment Obligations is unpaid. All the Borrower’s covenants and agreements in this Loan Agreement shall inure to the benefit of the respective legal representatives,
successors and assigns of the Issuer, the Servicer, the Bondholder Representative or the Trustee on behalf of the Bondholders. Section 9.4 Governing Law. This Loan Agreement shall be
governed by the laws of the State. Section 9.5 Modification, Waiver in Writing. No modification, amendment, extension, discharge, termination or waiver of any provision of this Loan
Agreement or of any other Bond Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party
against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly
provided herein, no notice to or demand on the Borrower shall entitle the Borrower to any other or future notice or demand in the same, similar or other circumstances. Section 9.6 Delay
Not a Waiver. Neither any failure nor any delay on the part of the Servicer, the Trustee or the Bondholder Representative in insisting upon strict performance of any term, condition,
covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under any other Bond Document, shall operate as or constitute a waiver thereof, nor shall a single
or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting
payment after the due date of any amount payable under any Bond Document, the Trustee, the Servicer and the Bondholder Representative shall not be deemed to have waived any right either
to require prompt payment when due of all other amounts due under the Bond Documents, or to declare an Event of Default for failure to effect prompt payment of any such other amount.
Section 9.7 Trial by Jury. To the extent permitted by law, the Borrower hereby agrees not to elect a trial by jury of any issue triable of right by jury, and waives any right to trial
by jury fully to the extent that any such right shall now or hereafter exist with regard to the Bond Documents, or any claim, counterclaim or other action arising in connection therewith.
This waiver of right to trial by jury is given knowingly and voluntarily by the Borrower, and is intended to encompass individually each instance and each issue as to which the right
to a trial by jury would otherwise accrue. The Servicer, the Trustee or Bondholder Representative is hereby authorized to file a copy of this paragraph in any proceeding as conclusive
evidence of this waiver by the Borrower. This Section in no way affects the right of the Issuer to elect a trial by jury.
40 Section 9.8 Headings. The Section headings in this Loan Agreement are included herein for convenience of reference only and shall not constitute a part of this Loan Agreement for
any other purpose. Section 9.9 Severability. Wherever possible, each provision of this Loan Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Loan Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions of this Loan Agreement. Section 9.10 Preferences. The Trustee shall have the continuing and exclusive
right to apply or reverse and reapply any and all payments by the Borrower to any portion of the Borrower Payment Obligations. To the extent the Borrower makes a payment to the Servicer
or the Trustee, or the Servicer or the Trustee receives proceeds of any collateral, which is in whole or part subsequently invalidated, declared to be fraudulent or preferential, set
aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment
or proceeds received, the Borrower Payment Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds
had not been received by the Servicer or the Trustee. Section 9.11 Waiver of Notice. The Borrower shall not be entitled to any notices of any nature whatsoever from the Issuer, the Servicer,
the Bondholder Representative or the Trustee except with respect to matters for which this Loan Agreement or any other Bond Document specifically and expressly provides for the giving
of notice by the Issuer, the Servicer, the Bondholder Representative or the Trustee, as the case may be, to the Borrower and except with respect to matters for which the Borrower is
not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. The Borrower hereby expressly waives the right to receive any notice from the Issuer, the Servicer,
the Bondholder Representative or the Trustee as the case may be with respect to any matter for which no Bond Document specifically and expressly provides for the giving of notice by
the Issuer, the Servicer, the Bondholder Representative or the Trustee to the Borrower. Section 9.12 Prior Agreements. This Loan Agreement and the other Bond Documents contain the entire
agreement of the parties hereto and thereto in respect of the Loan and the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether
oral or written, are superseded by the terms of this Loan Agreement and the other Bond Documents. Section 9.13 Offsets, Counterclaims and Defenses. The Borrower hereby waives the right
to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by the Trustee, the Bondholder Representative or the Servicer with respect
to a Loan Payment. Any assignee of Bondholder’s interest in and to the Bond Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated
to the Bond Documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted
by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense
in any such action or proceeding is hereby expressly waived by the Borrower.
41 Section 9.14 Publicity. The Servicer and the Bondholder Representative (and any Affiliates of either party) shall have the right to issue press releases, advertisements and other
promotional materials describing the Servicer or Bondholder Representative’s participation in the purchasing of the Bonds or the Bond’s inclusion in any Secondary Market Transaction
effectuated by the Servicer or Bondholder Representative or one of its Affiliates. All news releases, publicity or advertising by the Borrower or its Affiliates through any media intended
to reach the general public, which refers to the Bond Documents, the Loan, the Bondholder Representative, the Servicer or the Trustee in a Secondary Market Transaction, shall be subject
to the prior Written Consent of the Servicer or the Bondholder Representative, as applicable. Section 9.15 No Usury. The Borrower, the Issuer, the Trustee and the Servicer intend at
all times to comply with applicable state law or applicable United States federal law (to the extent that it permits a party to contract for, charge, take, reserve or receive a greater
amount of interest than under state law) and that this Section 9.15 shall control every other agreement in the Bond Documents. If the applicable law (state or federal) is ever judicially
interpreted so as to render usurious any amount called for under the Note or any other Bond Document, or contracted for, charged, taken, reserved or received with respect to the Borrower
Payment Obligations, or if the Trustee’s acceleration of the maturity of the Loan or any prepayment by the Borrower or any premium or Late Charge results in the Borrower having paid
any interest in excess of that permitted by applicable law, then it is the parties’ express intent that all excess amounts theretofore collected by the Servicer or the Trustee shall
be credited against the unpaid Principal and all other elements of the Borrower Payment Obligations (or, if the Borrower Payment Obligations has been or would thereby be paid in full,
refunded to the Borrower), and the provisions of the Bond Documents immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of
the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder. All sums paid or agreed
to be paid to the Servicer or the Trustee for the use, forbearance or detention of the Loan shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread
throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the maximum lawful rate from time to time
in effect and applicable to the Loan for so long as the Loan is outstanding. Notwithstanding anything to the contrary contained in any Bond Document, it is not the intention of the Trustee
to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration. Section 9.16 Construction
of Documents. The parties hereto acknowledge that they were represented by counsel in connection with the negotiation and drafting of the Bond Documents and that the Bond Documents shall
not be subject to the principle of construing their meaning against the party that drafted them. Section 9.17 No Third Party Beneficiaries. The Bond Documents are solely for the benefit
of Bondholders, the Issuer, the Trustee, the Bondholder Representative, the Servicer, the parties entitled to indemnification thereunder, the Bond Purchaser and the Borrower and, with
respect to Sections 8.1.3 and 8.1.4, the Underwriter Group, and nothing contained in any Bond Document shall be deemed to confer upon anyone other than the Bondholders, the Issuer, the
Trustee, the Bondholder Representative, the Servicer, the parties entitled to indemnification thereunder and the Borrower any right to insist upon or to enforce the performance or observance
of any of the obligations contained therein.
42 Section 9.18 Assignment. To the extent allowable under the Indenture, the Bonds, the Mortgage, the Bond Documents and all Bondholder’s or the Bondholder Representative’s rights, title,
obligations and interests therein may be assigned by the Bondholder Representative or the Bondholder, as applicable, at any time in its sole discretion, whether by operation of law (pursuant
to a merger or other successor in interest) or otherwise. Upon such assignment, all references to Bondholder or Bondholder Representative in this Loan Agreement and in any Bond Document
shall be deemed to refer to such assignee or successor in interest and such assignee or successor in interest shall thereafter stand in the place of the Bondholder Representative or
subsequent Bondholders. The Borrower may not assign its rights, interests or obligations under this Loan Agreement or under any of the Bond Documents, except only as may be expressly
permitted hereby. Section 9.19 Consents. Wherever in this Loan Agreement it is provided that that the Issuer, the Servicer, the Bondholder Representative or the Trustee shall, may or
must give its approval or consent, or execute supplemental agreements or schedules, the Issuer, the Servicer,
the Bondholder Representative or the Trustee may not unreasonably or arbitrarily withhold, delay or refuse such approvals or consents, unless otherwise provided herein or in any of
the other Bond Documents. Section 9.20 Issuer, Trustee, Servicer, Bondholder Representative and Bond Purchaser Not in Control; No Partnership. None of the covenants or other provisions
contained in this Loan Agreement shall, or shall be deemed to, give the Issuer, the Trustee, the Servicer, the Bondholder Representative or the Bond Purchaser the right or power to exercise
control over the affairs or management of the Borrower, the power of the Issuer, the Trustee, the Servicer, the Bondholder Representative and the Bond Purchaser being limited to the
rights to exercise the remedies referred to in the Bond Documents. The relationship between the Borrower and the Issuer, the Trustee, the Servicer, the Bondholder Representative, the
Bond Purchaser and the Bondholders is, and at all times shall remain, solely that of debtor and creditor. No covenant or provision of the Bond Documents is intended, nor shall it be
deemed or construed, to create a partnership, joint venture, agency or common interest in profits or income between the Borrower and the Issuer, the Trustee, the Servicer, the Bondholder
Representative, the Bond Purchaser or any Bondholder or to create an equity in the Project in the Issuer, the Trustee, the Servicer, the Bondholder Representative, the Bond Purchaser
or any Bondholder. Neither the Issuer, the Trustee, the Servicer, the Bondholder Representative, the Bond Purchaser nor any Bondholder undertakes or assumes any responsibility or duty
to the Borrower or to any other person with respect to the Project or the Loan, except as expressly provided in the Bond Documents; and notwithstanding any other provision of the Bond
Documents: (1) the Issuer, the Trustee, the Servicer, the Bondholder Representative, the Bond Purchaser and the Bondholders are not, and shall not be construed as, a partner, joint venturer,
alter ego, manager, controlling person or other business associate or participant of any kind of the Borrower or its stockholders, members, or partners and the Issuer, the Trustee, the
Servicer, the Bondholder Representative, the Bond Purchaser and the Bondholders do not intend to ever assume such status; (2) the Issuer, the Trustee, the Servicer, the Bondholder Representative,
the Bond Purchaser and the Bondholders shall in no event be liable for any the Borrower Payment Obligations, expenses or losses incurred or sustained by the Borrower; and (3) the Issuer,
the Trustee, the Servicer, the Bondholder Representative, the Bond Purchaser and the Bondholders shall not be deemed responsible for or a participant in any acts, omissions or decisions
of the Borrower, the Borrower Controlling Entities or its stockholders, members, or partners. The Issuer, the Trustee, the Servicer, the Bondholder Representative, the Bond Purchaser,
the Bondholders and the Borrower disclaim any intention to create any partnership, joint venture, agency or common interest in profits or income between the Issuer, the Trustee, the
Servicer, the Bondholder Representative, the Bond Purchaser, the Bondholders and the Borrower, or to create an equity in the Project in the Issuer, the Trustee, the
43 Servicer, the Bondholder Representative, the Bond Purchasers or the Bondholders, or any sharing of liabilities, losses, costs or expenses. Section 9.21 Time of the Essence. Time is
of the essence with respect to this Loan Agreement. Section 9.22 References to Bondholder Representative. The provisions of Section 15.5 of the Indenture pertaining to the Bondholder
Representative are incorporated by reference herein. Section 9.23 Release. The Borrower hereby acknowledges that it is executing this Loan Agreement and each of the Bond Documents to
which it is a party as its own voluntary act free from duress and undue influence. Section 9.24 Assignments to Trustee. It is understood and agreed that all right, title and interest
of the Issuer in and to this Loan Agreement (other than the Unassigned Issuer’s Rights) are to be pledged and assigned by the Issuer to the Trustee in trust as security for the Bonds
under and pursuant to the Indenture. The Borrower consents to such pledge and assignment. The Issuer directs the Borrower, and the Borrower agrees, to pay or cause to be paid to the
Trustee at its corporate trust office listed in Section 9.1, all payments so assigned pursuant to this Section. Section 9.25 Term of Loan Agreement. This Loan Agreement shall be in full
force and effect until no Bonds are Outstanding under the Indenture and all Bond Obligations and other payment obligations of the Borrower hereunder have been paid in full or the payment
thereof has been provided for; except that on and after payment in full of the Note, this Loan Agreement shall be terminated, without further action by the parties hereto; provided,
however, that the obligations of the Borrower under Sections 4.15, 4.16, 4.17, 4.19, 4.20, 8.1.3, 8.1.4, 8.1.5, 8.1.6 and 9.26 hereof shall survive the termination of this Loan Agreement.
Section 9.26 Reimbursement of Expenses. If, upon or after the occurrence of any Loan Agreement Default or Default, the Issuer, the Trustee, the Bondholder Representative or the Servicer
shall employ attorneys or incur other expenses for the enforcement of performance or observance of any obligation or agreement on the part of the Borrower contained herein, the Borrower
will on demand therefor reimburse the Issuer, the Trustee, the Bondholder Representative and the Servicer for fees of such attorneys and such other expenses so incurred. The Borrower’s
obligation to pay the amounts required to be paid hereunder and under Sections 2.7 and 4.15 shall be subordinate to its obligations to make payments under the Note, and the Borrower’s
obligations to pay the amounts under this Section. ARTICLE X LIMITATIONS ON LIABILITY Section 10.1 Limitations on Liability. Notwithstanding anything to the contrary herein, the liability
of the Borrower hereunder and under the other Bond Documents and the Loan Documents shall be limited to the extent set forth in Section 9 of the Note, which is incorporated by reference
herein and made a part hereof, and the Borrower shall not have any personal liability for the amounts payable under the Bond Documents or the Loan Documents; provided that such limitation
shall not apply to the Borrower in connection with the Borrower’s failure to make any
44 payment with respect to (i) any Rebate Amount or (ii) the indemnification provisions of Section 4.17 or Section 8.1.3 or 8.1.4 with respect to the Issuer and the Sponsoring Political
Subdivision. None of the above limitations on the personal liability of the Borrower shall modify, diminish or discharge the personal liability of any joinder party. Nothing herein or
in the Note shall be deemed to be a waiver of any right which the Issuer, the Trustee, the Servicer, the Bondholder Representative, the Bond Purchaser or the Bondholders may have under
Sections 506(a), 506(b), 1111(b) or any other provision of the United States Bankruptcy Code, as such sections may be amended, or corresponding or superseding sections of the Bankruptcy
Amendments and Federal Judgeship Act of 1984, to file a claim for the full amount due to the Issuer, the Trustee, the Servicer, the Bondholder Representative or the Bondholders under
the Bond Documents or to require that all collateral shall continue to secure the amounts due under the Bond Documents. Section 10.2 Limitation on Liability of Bondholder Representative’s
Officers, Employees, Etc. Any obligation or liability whatsoever of the Bondholder Representative that may arise at any time under this Loan Agreement or any other Loan Document shall
be satisfied, if at all, out of the Bondholder Representative’s assets only. No such obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof
be had to, the Project or any of the Bondholder Representative’s shareholders, directors, officers, employees or agents, regardless of whether such obligation or liability is in the
nature of contract, tort or otherwise. Section 10.3 Limitation on Liability of the Issuer. The Issuer shall not be obligated to pay the principal (or Redemption Price) of or interest
on the Bonds, except from moneys and assets received by the Trustee on behalf of the Issuer pursuant to this Loan Agreement. Neither the faith and credit nor the taxing power of the
State, or any political subdivision thereof, nor the faith and credit of the Issuer, the City of Chula Vista, or the County of San Diego is pledged to the payment of the principal (or
Redemption Price) of or interest on the Bonds. None of the Issuer, the City of Chula Vista, or the County of San Diego shall be liable for any costs, expenses, losses, damages, claims
or actions, of any conceivable kind on any conceivable theory, under or by reason of or in connection with this Loan Agreement, the Bonds or the Indenture, except only to the extent
amounts are received for the payment thereof from the Borrower under this Loan Agreement. The Borrower hereby acknowledges that the Issuer’s sole source of moneys to repay the Bonds
will be provided by the payments made by the Borrower pursuant to this Loan Agreement, together with investment income on certain funds and accounts held by the Trustee under the Indenture,
and hereby agrees that if the payments to be made hereunder shall ever prove insufficient to pay all principal (or Redemption Price) of and interest on the Bonds as the same shall become
due (whether by maturity, redemption, acceleration or otherwise), then upon notice from the Trustee, the Borrower shall pay such amounts as are required from time to time to prevent
any deficiency or default in the payment of such principal (or Redemption Price) of or interest on the Bonds, including, but not limited to, any deficiency caused by acts, omissions,
nonfeasance or malfeasance on the part of the Trustee, the Borrower, the Issuer or any third party, subject to any right of reimbursement from the Trustee, the Issuer or any such third
party, as the case may be, therefor. Section 10.4 Waiver of Personal Liability. No member, officer, agent or employee of the Issuer or any director, officer, agent or employee of the
Issuer shall be individually or personally liable for the payment of any principal (or Redemption Price) of or interest on the Bonds or any other sum hereunder or be subject to any personal
liability or accountability by reason of the execution and delivery of this Loan Agreement; but nothing herein contained shall relieve any such member,
45 director, officer, agent or employee from the performance of any official duty provided by law or by this Loan Agreement. Section 10.5 Delivery of Reports, Etc. The delivery of reports,
information and documents to the Issuer as provided herein is for informational purposes only and the Issuer’s receipt of such shall not constitute constructive knowledge of any information
contained therein or determinable from information contained therein. The Issuer shall have no duties or responsibilities except those that are specifically set forth herein, and no
other duties or obligations shall be implied in this Loan Agreement against the Issuer. [Remainder of Page Intentionally Left Blank]
[Execution Page of Loan Agreement dated as of January 1, 2013] S-1 THIS LOAN AGREEMENT EXECUTED as of the date first written above. “ISSUER” HOUSING AUTHORITY OF THE CITY OF CHULA VISTA
By: Executive Director ATTEST: Secretary
[Execution Page of Loan Agreement dated as of January 1, 2013] S-2 “BORROWER” 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: