HomeMy WebLinkAbout2012/12/11 Item 25 Attachment 3Stradling Yocca Carlson & Rauth Draft dated December 3, 2012 TRUST INDENTURE Between HOUSING AUTHORITY OF THE CITY OF CHULA VISTA And U.S. BANK NATIONAL ASSOCIATION Dated as of January
1, 2013 Relating to: $_________________ HOUSING AUTHORITY OF THE CITY OF CHULA VISTA MULTIFAMILY HOUSING REVENUE BONDS (CONGREGATIONAL TOWER) SERIES 2013A ???????????
TABLE OF CONTENTS Page i ARTICLE I OTHER PROVISIONS OF GENERAL APPLICATION ............................................ 2 Section 1.1 Definitions .....................................................
............................................... 2 Section 1.2 Ownership of Bonds; Effect of Action by Bondholders ............................. 29 Section 1.3 Effect Of Headings and
Table of Contents ................................................. 29 Section 1.4 Date of Indenture .........................................................................................
29 Section 1.5 Designation of Time For Performance ........................................................ 29 Section 1.6 Interpretation .............................................................
................................. 29 ARTICLE II GRANTING CLAUSES ............................................................................................. 29 ARTICLE III LIMITED
LIABILITY ............................................................................................... 30 Section 3.1 Source of Payment of Bonds and Other Obligations; Disclaimer
of General Liability ....................................................................................................... 30 Section 3.2 Exempt From Individual Liability ..........................
.................................... 31 ARTICLE IV THE BONDS .............................................................................................................. 31 Section
4.1 Terms ........................................................................................................... 31 Section 4.2 Form of Bonds ....................................................
........................................ 34 Section 4.3 Execution, Authentication and Delivery ..................................................... 34 Section 4.4 Registration; Transfer
and Exchange .......................................................... 34 Section 4.5 Mutilated Destroyed, Lost and Stolen Bonds .............................................. 35 Section
4.6 Persons Deemed Owners ............................................................................. 36 Section 4.7 Cancellation ...................................................................
............................. 36 Section 4.8 Book-Entry System ..................................................................................... 36 Section 4.9 Conversion of Interest
Rate Modes ............................................................. 38 Section 4.10 Provision of Credit Facility .........................................................................
39 ARTICLE V OPTIONAL AND MANDATORY TENDERS ......................................................... 40 Section 5.1 Optional Tenders .................................................................
....................... 40 Section 5.2 Mandatory Tenders...................................................................................... 41 Section 5.3 Remarketing of Bonds ....................
............................................................ 41 Section 5.4 Trustee to Pay Purchase Price ..................................................................... 43 Section
5.5 Delivery of Purchased Bonds and Remarketing of Pledged Bonds ............ 44 ARTICLE VI REDEMPTION OF BONDS ......................................................................................
45 Section 6.1 Optional Redemption .................................................................................. 45 Section 6.2 Mandatory Redemption From Amounts Transferred From
Project Fund ... 46 Section 6.3 Mandatory Redemption From Mandatory Prepayment of the Note ............ 46 Section 6.4 Mandatory Redemption For Loan Agreement Default ...............................
46 Section 6.5 Mandatory Redemption From Amounts Transferred From Principal Reserve Fund .............................................................................................................
46 Section 6.6 Mandatory Redemption From Pre-Conversion Loan Equalization Payment46 Section 6.7 Mandatory Sinking Fund Redemption ........................................................
46 Section 6.8 Mandatory Redemption Upon Sale of Project ............................................ 47 Section 6.9 Purchase in Lieu of Redemption ...................................................
............. 47 Section 6.10 Purchase of Subordinate Bonds in Lieu of Redemption ............................. 47 Section 6.11 Notice of Redemption ..................................................
.............................. 48 Section 6.12 Deposit of Redemption Price or Purchase Price ......................................... 48 Section 6.13 Bonds Payable on Redemption Date
........................................................... 49
TABLE OF CONTENTS (continued) Page ii Section 6.14 Partial Redemption; Selection of Bonds ..................................................... 49 ARTICLE VII DELIVERY OF BONDS; APPLICATION
OF BOND PROCEEDS AND OTHER FUNDS ....................................................................................................................... 49 Section 7.1 Conditions Precedent
to the Initial Delivery of Bonds ................................ 49 Section 7.2 Proceeds From Sale of Bonds and Other Closing Funds ............................ 50 ARTICLE VIII PLEDGE;
FUNDS ...................................................................................................... 51 Section 8.1 Pledge of Revenues and Assets .............................................
..................... 51 Section 8.2 Establishment of Funds ............................................................................... 51 Section 8.3 Application of Pledged Revenues
............................................................... 52 Section 8.4 Bond Fund ...................................................................................................
52 Section 8.5 Expense Fund .............................................................................................. 53 Section 8.6 Costs of Issuance Fund ......................................
......................................... 53 Section 8.7 Project Fund ................................................................................................ 53 Section 8.8
Rebate Fund ................................................................................................. 56 Section 8.9 Surplus Fund .............................................................
................................. 57 Section 8.10 Application of Funds and Accounts Upon Event of Default ....................... 57 Section 8.11 Non-Presentment of Bonds ............................
............................................ 58 Section 8.12 Final Balances ............................................................................................. 58 Section 8.13
Remarketing Proceeds Fund ........................................................................ 58 Section 8.14 Principal Reserve Fund .............................................................
................. 58 Section 8.15 Additional Funds ......................................................................................... 59 Section 8.16 Swap or Cap Agreements ...................
........................................................ 59 ARTICLE IX INVESTMENT OF FUNDS ....................................................................................... 59
Section 9.1 Investment of Funds .................................................................................... 59 ARTICLE X REPRESENTATIONS AND COVENANTS .......................................
..................... 61 Section 10.1 General Representations .............................................................................. 61 Section 10.2 No Encumbrance on Trust Estate
................................................................ 62 Section 10.3 Payment of Bond Obligations ..................................................................... 62
Section 10.4 Loan Agreement Performance..................................................................... 62 Section 10.5 Maintenance of Records; Inspection of Records ............................
............ 62 Section 10.6 Tax Covenants ............................................................................................. 62 Section 10.7 Performance by the Borrower ..................
.................................................. 63 ARTICLE XI DEFAULT; REMEDIES ............................................................................................ 64 Section
11.1 Provisions Regarding Any Default and Acceleration ................................. 64 Section 11.2 Effectiveness of Sections 11.2 Through 11.16 at the Direction of Issuer; Events
of Default ......................................................................................... 64 Section 11.3 Acceleration of Maturity; Rescission and Annulment ...............................
66 Section 11.4 Additional Remedies; Bondholder Representative Enforcement ................ 66 Section 11.5 Application of Money Collected ...........................................................
..... 67 Section 11.6 Remedies vested in Trustee and Bondholder Representative...................... 68 Section 11.7 Limitation on Suits; Rights of Bondholders .......................................
........ 68 Section 11.8 Unconditional Right of Bondholders to Receive Principal, Premium and Interest ................................................................................................
........ 68
TABLE OF CONTENTS (continued) Page iii Section 11.9 Restoration of Positions............................................................................... 69 Section 11.10 Rights and
Remedies Cumulative ............................................................... 69 Section 11.11 Delay or Omission Not Waiver ...................................................................
69 Section 11.12 Waiver of Past Defaults ............................................................................... 69 Section 11.13 Remedies Under Loan Agreement or Note .......................
......................... 69 Section 11.14 Waiver of Appraisement and Other Laws ................................................... 70 Section 11.15 Suits to Protect the Trust Estate
.................................................................. 70 Section 11.16 Remedies Subject to Applicable Law ......................................................... 70 Section
11.17 Assumption of Obligations .......................................................................... 71 ARTICLE XII THE TRUSTEE .................................................................
........................................ 71 Section 12.1 Appointment of Trustee; Acceptance .......................................................... 71 Section 12.2 Certain Duties
and Responsibilities of Trustee ........................................... 71 Section 12.3 Notice of Defaults .......................................................................................
72 Section 12.4 Certain Rights of Trustee ............................................................................ 72 Section 12.5 Not Responsible for Recitals ...................................
................................... 73 Section 12.6 May Hold Bonds ......................................................................................... 74 Section 12.7 Money Held
in Trust ................................................................................... 74 Section 12.8 Compensation and Reimbursement ...........................................................
. 74 Section 12.9 Trustee Required; Eligibility ....................................................................... 74 Section 12.10 Resignation and Removal; Appointment of Successor
............................... 75 Section 12.11 Acceptance of Appointment by Successor .................................................. 75 Section 12.12 Merger, Conversion, Consolidation
or Succession to Business .................. 76 Section 12.13 Requirements for Bondholder Consent and Instruction to the Trustee ....... 76 Section 12.14 Appointment of Co-Trustee....................
.................................................... 77 Section 12.15 Loan Servicing ............................................................................................ 77 Section
12.16 Requests From Rating Agency .................................................................... 77 Section 12.17 No Recourse Against Officers or Employees of Trustee ..........................
. 78 Section 12.18 Concerning the Remarketing Agent ............................................................ 78 Section 12.19 Qualifications of Remarketing Agent .................................
........................ 78 Section 12.20 Tender Agent ............................................................................................... 79 Section 12.21 Qualifications
of Tender Agent ................................................................... 80 ARTICLE XIII SUPPLEMENTAL INDENTURES; AMENDMENT OF LOAN AGREEMENT AND BOND DOCUMENTS ...........................
.......................................................... 81 Section 13.1 Supplemental Trust Indentures Without Bondholders Consent .................. 81 Section 13.2 Supplemental Trust
Indentures With Bondholders’ Consent ...................... 82 Section 13.3 Supplemental Indentures Part of Indenture ................................................. 83 Section 13.4
Discretion of Trustee to Execute Supplemental Indenture .......................... 83 Section 13.5 Consents and Opinions ..............................................................................
. 84 Section 13.6 Notation of Modification on Bonds; Preparation of New Bonds ................ 84 Section 13.7 Amendments to Loan Agreement and Bond Documents Not Requiring Consent of
Bondholders .............................................................................. 84 Section 13.8 Amendments to Loan Agreement and Bond Documents Requiring Consent of Bondholders
............................................................................................ 85 Section 13.9 Amendments to the Credit Facility ........................................................
.... 86
TABLE OF CONTENTS (continued) Page iv ARTICLE XIV DEFEASANCE ........................................................................................................... 86 Section 14.1
Satisfaction and Discharge of Indenture ..................................................... 86 Section 14.2 Trust for Payment of Debt Service .......................................................
...... 86 Section 14.3 Special Defeasance ...................................................................................... 87 ARTICLE XV MISCELLANEOUS ..........................................
........................................................ 88 Section 15.1 Notices .........................................................................................................
88 Section 15.2 Notice to Bondholders; Waiver ................................................................... 91 Section 15.3 Successors and Assigns ..............................................
................................ 91 Section 15.4 Benefits of Indenture ................................................................................... 91 Section 15.5 Bondholder
Representative; Trustee’s, Credit Facility Provider’s and Servicer’s Consents ..................................................................................... 91 Section 15.6 Proof
of Execution of Writings and Ownership .......................................... 92 Section 15.7 Legal Holidays ......................................................................................
..... 93 Section 15.8 Governing Law ............................................................................................ 93 Section 15.9 Severability .........................................
........................................................ 93 Section 15.10 Execution in Several Counterparts .............................................................. 93 Section
15.11 Nonrecourse Obligation of the Borrower .................................................... 93 Section 15.12 Preservation and Inspection of Documents; Electronic Transactions .........
93 ARTICLE XVI SUBORDINATE BONDS .......................................................................................... 93 Section 16.1 Conversion Between Senior and Subordinate
Bonds .................................. 93 EXHIBIT A Form of Bond EXHIBIT B-1 Form of Written Requisition of the Borrower EXHIBIT B-2 Form of Written Requisition of the Borrower-Costs
of Issuance Fund EXHIBIT C Form of Investor Letter EXHIBIT D Form of Notice of Interest Rate Conversion EXHIBIT E Notice of Subordination of Bonds EXHIBIT F Form of Subordinate Tax-Exempt
Bond
TRUST INDENTURE This Trust Indenture, dated as of January 1, 2013 (this “Indenture”), is entered into by 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 U.S. BANK NATIONAL ASSOCIATION, a national banking
association (together with any successor trustee thereunder, the “Trustee”); RECITALS WHEREAS, the Issuer has been duly created and organized pursuant to and in accordance with the provisions
of Chapter 1 of Part 2 of Division 24 of the California Health and Safety Code, as amended (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 very low 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 City of Chula Vista,
California (the “City”), and intended to be occupied in part 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, Congregational Tower Partners, L.P., a California limited partnership (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 and rehabilitation of a multifamily rental housing development located in the City, known as “Congregational
Tower” (the “Project”); and WHEREAS, if the Conversion Notice is not issued prior to the Outside Conversion Date (a) Conversion will not occur, and (b) the Bonds will be subject to special
mandatory redemption; WHEREAS, simultaneously with the delivery of this Indenture, the Issuer and the Borrower will enter into a Loan Agreement of even date herewith (as it may be supplemented
or amended, the “Loan Agreement”), whereby the Borrower agrees to make loan payments to the Issuer in an amount which, when added to other funds available under this Indenture, will
be sufficient to pay the Bond Obligations (as defined herein) and to pay all costs and expenses related thereto when due; and WHEREAS, to evidence its payment obligations under the Loan
Agreement, the Borrower will execute and deliver a Multifamily Note dated as of the Closing Date (the “Note”), and the obligations of the Borrower under the Note will be secured by a
lien on and security interest in the Project pursuant to a Multifamily Deed of Trust, Assignment of Rents, Security Agreement and
2 Fixture Filing of even date herewith to the Trustee (the “Mortgage”), made by the Borrower in favor of the Issuer and assigned to the Trustee; and WHEREAS, the Issuer has determined
that all conditions, things and acts required by the Act, and by all other laws of the State of California, to exist, have happened and have been performed in satisfaction of conditions
precedent to and in connection with the issuance of the Bonds exist, have happened, and have been performed in due time, form and manner as required by law, and the Issuer is now duly
authorized and empowered, pursuant to each and every requirement of law, to issue the Bonds for the purpose, in the manner and upon the terms herein provided; and WHEREAS, all things
necessary to make the Bonds, when authenticated by the Trustee and issued as provided in this Indenture, valid, binding and legal limited obligations of the Issuer and to constitute
this Indenture a valid and binding agreement securing the payment of the principal of, premium, if any, any, and interest on the Bonds issued and to be issued hereunder, have been done
and performed and the execution and delivery of this Indenture and the execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized; NOW,
THEREFORE, THIS INDENTURE WITNESSETH: It is hereby covenanted and declared that the Bonds are to be authenticated and delivered and the Trust Estate (as hereinafter defined) subject
to this Indenture is to be held and applied by the Trustee, subject to the covenants, conditions and trusts hereinafter set forth, and the Issuer does hereby covenant and agree to and
with the Trustee, for the benefit (except as otherwise expressly provided herein) of the Bondholders, as follows: ARTICLE I OTHER PROVISIONS OF GENERAL APPLICATION Section 1.1 Definitions.
For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise clearly requires: (a) Capitalized terms not otherwise defined herein shall
have the meanings ascribed thereto in this Article I. (b) The terms “herein, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision. The terms “agree” and “agreements” contained herein are intended to include and mean “covenant” and “covenants.” (c) All references
made (a) in the neuter, masculine or feminine gender shall be deemed to have been made in all such genders, and (b) in the singular or plural number shall be deemed to have been made,
respectively, in the plural or singular number as well. Singular terms shall include the plural as well as the singular, and vice versa. (d) 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 principles as they exist at the date of application thereof.
3 (e) 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. (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 to the tax exempt status of the Bonds are to the exclusion of interest on the Bonds (other than any Bonds
held by a “substantial user” of the Project or a “related person” within the meaning of Section 147 of the Code) from gross income for federal income tax purposes pursuant to Section
103(a) of the Code. (h) The following terms have the meanings set forth below: “Accredited Investor” has the meaning set forth in Rule 501 of Regulation D promulgated under the Securities
Act of 1933, as amended. “Act” shall have the meaning assigned to such term in the recitals above. “Act of Bankruptcy” shall mean the filing of a petition in bankruptcy (or any other
commencement of a bankruptcy or similar proceeding) under any applicable bankruptcy, insolvency, reorganization, or similar law, now or hereafter in effect; provided that, in the case
of an involuntary proceeding, such proceeding is not dismissed within 90 days after the commencement thereof. “Additional Payments” shall mean the payments payable pursuant to Section
2.6 and Section 4.15 of the Loan Agreement. “Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common
Control with such Person. “Agreement of Environmental Indemnification” shall mean the Agreement of Environmental Indemnification, dated as of the date thereof, executed by the Borrower
and the Guarantor for the benefit of the Bondholder Representative, the Issuer, the Trustee, and any lawful holder, owner or pledgee of the Note. “Amortization Schedule” shall mean the
schedule of monthly debt service payments on the Note as set forth therein, as such schedule may be amended from time to time. “Approved Accounting Method” shall mean generally accepted
accounting principles applicable to entities organized as the Borrower in the United States of America as of the date of the applicable financial report, or such other modified accrual
or cash basis system of accounting approved by the Bondholder Representative. “Authorized Amount” shall mean $[________], the principal amount of Bonds authorized to be issued under
this Indenture. The Bonds will be issued as draw-down Bonds in accordance with Section 4.1(k). “Authorized Borrower Representative” shall mean a person at the time designated and authorized
to act on behalf of the Borrower by a written certificate furnished to the Issuer, the
4 Bondholder Representative, the Trustee and the Servicer and containing the specimen signature of such person and signed on behalf of the Borrower by its Borrower Controlling Entity
which certificate may designate one or more alternates. “Authorized Denomination” shall mean $250,000 principal amount and any multiple of $0.01 in excess thereof; provided, however,
that the initial draw of the Bonds may be in an amount of $55,000 or greater, and provided further that if a Credit Facility is in effect hereunder, “Authorized Denomination” shall mean
(i) during any Daily Interest Rate Mode and Weekly Interest Rate Mode, $250,000 principal amount and any multiple of $5,000 in excess thereof, and (ii) during any Term Rate Mode or Fixed
Interest Rate Mode, $5,000 principal amount and any multiple of $5,000 in excess thereof. “Authorized Issuer Representative” shall mean the Chairperson or the Executive Director of the
Issuer, or such other person at the time designated to act on behalf of the Issuer as evidenced by by a written certificate furnished to the Trustee and the Borrower containing the specimen
signature of such person and signed on behalf of the Issuer by an Authorized Issuer Representative. Such certificate may designate an alternate or alternates, each of whom shall be entitled
to perform all duties of the Authorized Issuer Representative. “Bankruptcy Code” shall mean the United States Bankruptcy Reform Act of 1978, as amended from time to time, or any substitute
or replacement legislation. “Beneficial Owner” shall mean the person in whose name a Bond is recorded as beneficial owner of such Bond by the Trustee or by a Securities Depository, a
Participant or an Indirect Participant on the records of the Trustee or of a Securities
Depository, a Participant or an Indirect Participant, as the case may be, or such person’s subrogee. “Bond Counsel” shall mean, collectively, Stradling Yocca Carlson & Rauth, a Professional
Corporation or any other attorney or firm of attorneys designated by the Issuer having a national reputation for skill in connection with the authorization and issuance of municipal
obligations under Sections 103 and 141 through 150 (or any successor provisions) of the Code. “Bond Counsel Approving Opinion” shall mean an opinion substantially to the effect that
the Bonds constitute valid and binding obligations of the Issuer and that, under existing statutes, regulations published rulings and judicial decisions, the interest on the Bonds is
excludable from gross income for federal income tax purposes (subject to the inclusion of such customary exceptions as are acceptable to the recipient thereof). “Bond Counsel No Adverse
Effect Opinion” shall mean an opinion of Bond Counsel substantially to the effect that, in respect of such action, such action will not, in and of itself, adversely effect the exclusion
of interest on the Bonds from gross income for purposes of federal income taxation (subject to the inclusion of customary exceptions). “Bond Coupon Rate” shall mean the rate of interest
accruing on the Bonds based on the Interest Rate Mode then in effect; provided that, following an Event of Default hereunder, the Bond Coupon Rate shall equal the Default Rate. In addition,
the Bond Coupon Rate shall include any interest payable under the Note in excess of interest at the foregoing rate. At no time may the Bond Coupon Rate exceed the Maximum Rate.
5 “Bond Documents” shall mean (a) the Loan Documents, (b) this Indenture, (c) the Regulatory Agreement, (d) the Tax Certificate, (e) the Bond Purchase Agreement, (f) the Continuing Disclosure
Agreement, (g) UCC financing statements, (h) such assignments of management agreements, contracts and other rights as may be reasonably required, (i) all other documents evidencing,
securing, governing or otherwise pertaining to the Bonds or any other Bond Documents, and (j) all amendments, modifications, renewals and substitutions of any of the foregoing. “Bond
Fund” shall mean the Bond Fund created pursuant to Section 8.2 of this Indenture. “Bond Obligations” shall mean the obligation of the Issuer to pay the principal and purchase price of
and the interest and premium, if any, on all Bonds as required by and set forth in the Indenture. “Bond Payment Date” shall mean (i) during any MMD Index Rate Mode, SIFMA Index Rate
Mode, Weekly Interest Rate Mode or Daily Interest Rate Mode, the first Thursday of each month, commencing on January 3, 2013, and ceasing on the Maturity Date; (ii) during any Fixed
Interest Rate Mode or Term Rate Mode, (A) during a period when a Credit Facility does not enhance the Bonds pursuant to Section 4.10, the first day of each month, commencing on the first
day of the month following the conversion to such Fixed Interest Rate Mode or Term Rate Mode, and ceasing on the Maturity Date or the last day on which the Bonds are in a Term Rate Mode,
as applicable, and (B) during a period when a Credit Facility enhances the Bonds pursuant to Section 4.10, each January 1 and July 1, commencing on the succeeding January 1 or July 1
following the conversion to such Fixed Interest Rate Mode or Term Rate Mode, and ceasing on the Maturity Date or the last day on which the Bonds are in a Term Rate Mode, as applicable;
or (iii) any date the Bonds are subject to redemption pursuant to the provisions hereof and the Maturity Date. In any case where any Bond Payment Date is not a Business Day, then payment
need not be be made on such date, but may be made on the next succeeding Business Day without accruing additional interest. “Bond Purchase Agreement” shall mean the Bond Purchase Agreement
by and among the Issuer, the Bond Purchaser and the Borrower executed in connection with the Bonds. “Bond Purchase Date” shall mean, collectively, the date on which the Bonds are subject
to optional tender and purchase pursuant to the provisions of Section 5.1(a) hereof and each Mandatory Tender Date. “Bond Purchaser” shall mean Citibank, N.A. “Bond Register” shall mean
the register maintained by the Trustee pursuant to Section 4.4 of this Indenture on behalf of the Issuer for the registration and transfer of the Bonds. “Bondholder Representative” shall
mean the Person or Persons who are designated by the Holders of a Majority Share to act as provided in Section 15.5 of this Indenture. Citibank, N.A. shall be the initial Bondholder
Representative. The Bondholder Representative may appoint a third party to act as its representative in in certain capacities, provided it does so in writing and provides such written
designation to the Trustee and the Issuer. “Bondholders,” “Holders,” “Owners” or “Registered Owners” shall mean the Person or Persons in whose name or names the Bonds are registered
in the Bond Register.
6 “Bonds” means the Issuer’s Housing Authority of the City of Chula Vista Multifamily Housing Revenue Bonds (Congregational Tower) Series 2013A issued and delivered in the original maximum
principal amount of $[________]. “Book-Entry System” shall mean a book-entry system established and operated for the recordation of Beneficial Owners pursuant to Section 4.8 of this
Indenture. “Borrower” shall mean Congregational Tower Partners, L.P., a California limited partnership. “Borrower Controlling Entity” shall mean any general partner or managing partner
of the Borrower, or if the Borrower. “Borrower Payment Obligations” shall mean all payment obligations of the Borrower under the Loan Documents and each of the other Bond Documents,
including, but not limited to, the Loan Payments and the Additional Payments. “Business Day” shall mean any day other than (i) a Saturday or a Sunday, or (ii) a day on which federally
insured depository institutions in New York, New York and the city in which the Office of the Trustee is located are authorized or obligated by law, regulation, governmental decree or
executive order to be closed. “Cap Agreement” shall mean any interest rate cap agreement between the Borrower or its designee and any counterparty, as such agreement may be amended,
supplemented or substituted from time to time, a security interest in which Cap Agreement shall be granted to the Trustee. At the time of original Bond issuance, there was no Cap Agreement.
“Cap Agreement Requirements” shall mean an interest rate cap with a strike rate of [__%], a term of least 5 years, provided by a provider rated “AA” (or its equivalent) or higher and
acceptable to the Bondholder Representative and otherwise consistent with industry standards, as determined by the Bondholder Representative in its sole discretion or at a strike rate
and maturity as otherwise approved in the sole discretion of Bondholder Representative. “Cap Fee Escrow” shall mean the escrow account to be held by the Servicer to provide for payments
made by the Borrower as required by Section 2.13 of the Loan Agreement for the purchase of a subsequent Cap Agreement, if any. “Cap Payments” shall mean payments received from time to
time by the Trustee in accordance with the Cap Agreement, if any. “Capitalized Interest Account” shall mean the Capitalized Interest Account of the Project Fund created pursuant to Section
8.2 herein. “Certificate of Authentication” shall mean the Certificate of Authentication attached to each Bond. “Certificate of Completion” shall mean the certificate delivered by the
Borrower, which contains a certification regarding the “95% Requirement” referred to in Section 8.7(a) hereof has been satisfied.
7 “City” means the City of Chula Vista, California, a municipal corporation and a chartered city duly organized and existing under the Constitution and laws of the State. “Closing Date”
shall mean January __, 2013 the date of original issuance and delivery of the Bonds. “Code” shall mean the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds
or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable proposed, temporary and
final regulations promulgated, and applicable official public guidance published, under the Code. “Completion Guaranty” shall mean the Completion Guaranty, dated as of the date of this
Indenture, by the Guarantor. “Computation Date” shall have the meaning assigned to such term in Section 1.148-3(e) of the Regulations. “Condemnation” shall mean any action or proceeding
or notice relating to any proposed or actual condemnation or other taking, or conveyance in lieu lieu thereof, of all or any part of the Project, whether direct or indirect. “Construction
Funding Agreement” shall mean that Construction Funding Agreement, dated as of the date hereof, among the Trustee, the Borrower, the Servicer and the Bond Purchaser. “Contingency Draw-Down
Agreement” means the Contingency Draw-Down Agreement of even date herewith among the Bond Purchaser, the Borrower and the Trustee relating to possible conversion of the Bond issue from
a draw down bond issue to a fully funded bond issue. “Continuing Disclosure Agreement” shall mean that Continuing Disclosure Agreement, dated as of the date hereof, between the Borrower
and the Trustee, as dissemination agent, pursuant to which the Borrower agrees to provide certain information with respect to the Project, the Borrower and the Bonds subsequent to the
Closing Date, as amended, supplemented or restated from time to time. “Control” shall mean, with respect to any Person, either (i) ownership directly or through other entities of more
than 50% of all beneficial equity interest in such Person, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such Person, through the ownership of voting securities, by contract or otherwise. “Conversion” shall have the meaning ascribed thereto in the Conversion Agreement. “Conversion Agreement”
shall mean that certain Agreement Regarding Conversion dated as of the date thereof between Borrower and Trustee, as amended, supplemented or restated from time to time. “Conversion
Date” shall have the meaning ascribed thereto in the Conversion Agreement. “Conversion Notice” means a written notice by the Servicer to the Issuer, the Trustee and the Borrower (a)
stating that each of the conditions to conversion has been satisfied or, if any condition
8 to conversion has not been satisfied has been waived in writing by the Servicer, and (b) specifying the Conversion Date. “Costs of Issuance” shall mean the Issuer’s Closing Fee and
the fees, costs, expenses and other charges incurred in connection with the issuance of the Bonds, the negotiation and preparation of this Indenture and each of the other Bond Documents
and shall include, but shall not be limited to, the following: (a) counsel fees (including but not limited to Bond Counsel, Issuer’s counsel, Trustee’s counsel, Bond Purchaser’s counsel,
Borrower’s counsel, Bondholder Representative’s counsel and Bond Purchaser’s counsel); (b) Bond Purchaser and financial advisor fees incurred in connection with the issuance of the Bonds;
(c) initial Trustee acceptance and set-up fees and expenses (including fees of the counsel to the Trustee) incurred in connection with the issuance of the Bonds; (d) Trustee and certifying
and authenticating agent fees and expenses related to issuance of the Bonds; (e) printing printing costs (for the Bonds and of any preliminary and final offering materials); (f) any
recording fees; (g) any additional fees charged by the Issuer; and (h) costs incurred in connection with the required public notices generally and costs of the public hearing; and (i)
any other costs identified as Costs of Issuance in the Tax Certificate. “Costs of Issuance Deposit” shall mean the amount of $_______. “Costs of Issuance Fund” shall mean the Costs of
Issuance Fund created pursuant to Section 8.2 of this Indenture. “Credit Facility” shall mean (i) a letter of credit, surety bond, insurance policy, standby purchase agreement, guaranty,
mortgage backed security or other credit facility, collateral purchase agreement or similar agreement issued by a financial institution (including without limitation Fannie Mae or Freddie
Mac) which causes the Bonds to be rated in the “A” category or higher by a Rating Agency and which provides security for the payment of (a) the principal of and interest on the Bonds
(but but in no case less than all of the Outstanding Bonds when due) and (b) the Purchase Price of the Bonds, in each case satisfactory to the applicable Rating Agency rating the Bonds,
or (ii) any substitute credit enhancement for any of the above. “Credit Facility Provider” shall mean the provider of a Credit Facility. “Daily Interest Rate” shall mean the rate of
interest per annum during a Daily Interest Rate Mode determined by the Remarketing Agent on an Interest Rate Determination Date to be the lowest interest rate for the Interest Rate Period
commencing on such Interest Rate Determination Date and applicable through the next succeeding Interest Rate Determination Date, in the judgment of the Remarketing Agent (taking into
consideration current transactions and comparable securities with which the Remarketing Agent is involved or of which it is aware and prevailing financial market conditions) at which,
as of such Interest Rate Determination Date, the Bonds could be remarketed at par, plus the accrued interest, if any; or (b) in the event that the Remarketing Agent has been removed
or has resigned and no successor has been appointed, or the Remarketing Agent has failed to determine the Daily Interest Rate for whatever reason, or the Daily Interest Rate cannot be
determined pursuant to clause (a) for whatever reason (including that a date is not a Business Day), the USD-SIFMA Municipal Swap Index then in effect; provided that in no event shall
the Daily Interest Rate exceed the Maximum Rate. “Daily Interest Rate Mode” shall mean the interest rate mode during any period when the Bonds bear interest at a Daily Interest Rate.
9 “Default” shall mean the occurrence of an event, which, under any Bond Document, would, but for the giving of notice or passage of time, or both, be an Event of Default under the applicable
Bond Document or a Loan Agreement Default. “Default Rate” shall mean a rate per annum equal to the lesser of (i) the Maximum Rate, or (ii) the default rate set forth in the Note, in
each case compounded monthly (computed on the basis of actual days elapsed in a 365-(or 366-) day year), as applicable. “Defeasance Rate” shall mean the lesser of (i) 12% per annum and
(ii) the known interest rate on the Bonds for a given period. “Determination of Taxability” shall mean, (a) a determination by the Commissioner or any District Director of the Internal
Revenue Service, (b) a private ruling or Technical Advice Memorandum issued by the National Office of the Internal Revenue Service in which Issuer and Borrower were afforded the opportunity
to participate, (c) a determination by any court of competent jurisdiction, (d) the enactment of legislation or (e) receipt by Trustee or Bondholder Representative, at the request of
Issuer, Borrower, Trustee or Bondholder Representative, of an opinion of Bond Counsel, in each case to the effect that the interest on the Bonds is includable in gross income for federal
income tax purposes of any bondholder or any former bondholder, other than a bondholder who is a “substantial user” of the Project or a “related person” (as such terms are defined in
Section 147(a) of the Code); provided, however, that no such Determination of Taxability under clause (a) or (c) shall be deemed to have occurred if the Issuer (at the sole expense of
the Borrower) or the Borrower is contesting such determination, has elected to contest such determination in good faith and is proceeding with all applicable dispatch to prosecute such
contest until the earliest of (i) a final determination from which no appeal may be taken with respect to such determination, (ii) abandonment of such appeal by the Issuer or the Borrower,
as the case may be, or (iii) one year from the date of initial determination. “Dissemination Agent” shall have the meaning ascribed thereto in the Continuing Disclosure Agreement. “Draw-Down
Notice” shall have the meaning ascribed thereto in the Contingency Draw-Down Agreement. “Eligible Funds” shall mean (i) in the case of Bonds that are not credit enhanced with a Credit
Facility, any moneys held by the Trustee in any fund or account under this Indenture and available, pursuant to the provisions hereof, to be used to pay principal of, premium, if any,
or interest on, the Bonds, and (ii) in the case of Bonds that are credit enhanced by a Credit Facility, (a) remarketing proceeds received from the Remarketing Agent or any purchaser
(other than funds provided by the Borrower, any general partner, member or guarantor of the Borrower or the Issuer), (b) proceeds received pursuant to the Credit Facility, (c) proceeds
of the Bonds received contemporaneously with the issuance and sale of the Bonds, (d) refunding bond proceeds, (e) proceeds from the investment or reinvestment of money described in clauses
(a), (b) and (c) above, or (f) money delivered to the Trustee and accompanied by a written opinion of nationally recognized counsel experienced in bankruptcy matters to the effect that
if the Borrower, any general partner, member or guarantor of the Borrower, or the Issuer were to become a debtor in a proceeding under the Bankruptcy Code: (1) payment of such money
to holders of the Bonds would not constitute an avoidable preference under Section 547 of the Bankruptcy Code and (2) the automatic stay
10 provisions of Section 362(a) of the Bankruptcy Code would not prevent application of such money to the payment of the Bonds. “Equipment” shall have the meaning given to the term “Personalty”
in the Mortgage. “Equity Account” shall mean the Equity Account of the Project Fund created pursuant to Section 8.2 herein. “ERISA” shall mean the Employment Retirement Income Security
Act of 1974, as amended from time to time, and the rules and regulations promulgated hereunder. “ERISA Affiliate” shall mean all members of a controlled group of corporations and all
trades and business (whether or not incorporated) under common control and all other entities which, together with the Borrower, are treated as a single employer under any or all of
Section 414(b), (c), (m) or (o) of the Code. “Event of Default” shall have the meaning ascribed thereto in Section 11.1 of this Indenture. “Event of Dissolution” shall mean the dissolution
of a Trust or other custodial arrangement, interests in which are held pursuant to Section 4.4 hereof, where such dissolution results in the distribution of the assets held by the Trust
or custodial arrangement to the holders of the interests. “Exceptions to Non-Recourse Guaranty” shall mean the Exceptions to Non-Recourse Guaranty, dated as of the date of this Indenture,
by the Guarantor. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. “Expense Fund” shall mean the Expense Fund created pursuant to Section 8.2 of this Indenture.
“Fair Market Value” shall mean the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date
the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and,
otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a certificate of deposit that
is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically
negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations
under the Code, (iii) the investment is a United States Treasury Security--State and Local Government Series that is acquired in accordance with applicable regulations of the United
States Bureau of Public Debt, or (iv) any commingled investment fund in which the Issuer and related parties do not own more than a ten percent (10%) beneficial interest therein if the
return paid by the fund is without regard to the source of investment. “Final Computation Date” shall have the meaning assigned to such term in Section 1.148-3(e) of the Regulations.
“Fixed Interest Rate” shall mean the fixed rate of interest per annum determined by the Remarketing Agent, on the Interest Rate Determination Date immediately preceding the Fixed
11 Interest Rate Commencement Date, to be the lowest interest rate from the Fixed Interest Rate Commencement Date to the final maturity date of the Bonds, in the judgment of the Remarketing
Agent (taking into consideration current transactions and comparable securities with which the Remarketing Agent is involved or of which it is aware and prevailing financial market conditions)
at which, as of such Interest Rate Determination Date, the Bonds could be remarketed at par, plus the accrued interest, if any, on the Fixed Interest Rate Commencement Date with or without
credit enhancement, as applicable; provided, that in no event shall the Fixed Interest Rate exceed the Maximum Rate. Notwithstanding the foregoing, on and after the Conversion Date until
the Maturity Date, the Fixed Interest Rate with respect to the Bonds shall be ____% per annum. “Fixed Interest Rate Commencement Date” shall mean the Interest Period Reset Date from
and after which the Bonds shall bear interest at the Fixed Interest Rate, as that that date shall be established as provided in Section 4.9 hereof. “Fixed Interest Rate Mode” shall mean
the interest rate mode during any period when the Bonds bear interest at a Fixed Interest Rate. “Government Obligations” shall mean noncallable, nonprepayable (a) direct, general obligations
of the United States of America, or (b) any obligations unconditionally guaranteed as to the full and timely payment of all amounts due thereunder by the full faith and credit of the
United States of America (including obligations held in book-entry form), but specifically excluding any mutual funds or unit investment trusts invested in such obligations. “Governmental
Authority” shall mean any court, board, agency, commission, office or authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city
or otherwise) now or hereafter in existence. “Gross Proceeds” shall mean, without duplication, the aggregate of: (a) the net amount (after payment of all expenses of issuing the Bonds)
of Bond proceeds received by the Issuer as a result of the sale of the Bonds; (b) all amounts received by the Issuer as a result of the investment of the Bond proceeds; (c) any amounts
held in any fund to the extent that the Issuer reasonably expects to use the amounts in such fund to pay any Bond Obligations; and (d) any securities or obligations pledged by the Issuer
or by the Borrower as security for the payment of any Bond Obligation. “Guarantor” shall have the meaning ascribed thereto in the Mortgage. “Highest Rating Category” shall mean, with
respect to a Permitted Investment, that the Permitted Investment is rated by each Rating Agency in the highest rating given by that Rating Agency for that general category of security.
If at any time the Bonds are not rated (and, consequently, there is no Rating Agency), then the term “Highest Rating Category” means, with respect to a Permitted Investment, that the
Permitted Investment is rated by S&P or Moody’s in the highest rating given by that rating agency for that general category of security. By way of example, the Highest Rating Category
for tax-exempt municipal debt established by S&P is “A-1+” for debt with a term of one year or less and “AAA” for a term greater than one year, with corresponding
12 ratings by Moody’s of “MIG-1” (for fixed rate) or “VMIG-1” (for variable rate) for three months or less and “Aaa” for greater than three months. If at any time (i) the Bonds are not
rated, (ii) both S&P and Moody’s rate a Permitted Investment and (iii) one of those ratings is below the Highest Rating Category, then such Permitted Investment will, nevertheless, be
deemed to be rated in the Highest Rating Category if the lower rating is no more than one rating category below the highest rating category of that rating agency. For example, an Investment
rated “AAA” by S&P and “Aa3” by Moody’s is rated in the Highest Rating Category. If, however, the lower rating is more than one full rating category below the Highest Rating Category
of that rating agency, then the Permitted Investment will be deemed to be rated below the Highest Rating Category. For example, a Permitted Investment rated “AAA” by S&P and “A1” by
Moody’s is not rated in the Highest Rating Category. “Holders of a Majority Share” shall mean the Holder (or Beneficial Owner, if the Bonds are registered with a Book-Entry System pursuant
to Section 4.8 of this Indenture) of more than 50% of the aggregate principal amount of all Outstanding Bonds (or beneficial interests therein), excluding from the numerator and the
denominator for such calculation any Subordinate Bonds and excluding the Holder of Subordinate Bonds. “Improvements” shall have the meaning ascribed thereto in the Mortgage. “Indemnified
Party” shall have the meaning ascribed thereto in Section 4.17 of the Loan Agreement. “Indenture” shall mean this Trust Indenture, dated as of January 1, 2013, by and between the Issuer
and the Trustee, as it may from time to time be supplemented, modified or amended by one or more indentures or other instruments supplemental thereto entered into pursuant to the applicable
provisions thereof. “Indexing Agent” shall mean the indexing agent appointed by the Bondholder Representative to determine the Bond Coupon Rate during the SIFMA Index Rate Mode or the
MMD MMD Index Rate Mode in accordance with the provisions of this Indenture. The initial Indexing Agent shall be the Trustee. “Indirect Participant” shall mean a broker-dealer, bank
or other financial institution for which the Securities Depository holds Bonds as a securities depository through a Participant. “Initial Bond Fund Deposit” shall mean the initial deposit
to the Bond Fund to be made pursuant to Section 7.2(b) hereof from funds provided by the Borrower pursuant to Section 2.7 of the Loan Agreement. “Installment Computation Date” shall
mean any Computation Date other than the first Computation Date or the Final Computation Date. “Interest Period Reset Date” shall mean the date on which the interest rate on the Bonds
converts from the Interest Rate Mode applicable to the Bonds prior to such date to a new Interest Rate Mode. An Interest Period Reset Date shall be an Interest Rate Adjustment Date for
the Interest Rate Mode in effect prior to such change. “Interest Rate Adjustment Date” shall mean any date on which the interest rate on the Bonds may be adjusted, either as the result
of the conversion of the current Interest Rate Mode on the Bonds
13 to a different Interest Rate Mode, or by adjustment of the interest rate on the Bonds within the applicable Interest Rate Mode. The Interest Rate Adjustment Date shall be the Interest
Period Reset Date and thereafter, for each succeeding Interest Rate Period, the first day of the next Interest Rate Period if the Bonds bear interest at the Term Rate; Thursday of each
week if the Bonds bear interest at the Weekly Interest Rate, the MMD Index Rate or the SIFMA Index Rate; and the Interest Rate Determination Date if the Bonds bear interest at the Daily
Interest Rate. “Interest Rate Determination Date” shall mean (a) with respect to the Fixed Interest Rate and the Term Rate, the tenth Business Day preceding an Interest Rate Adjustment
Date; (b) with respect to the Weekly Interest Rate, the MMD Index Rate and the SIFMA Index Rate, not later than 2:00 p.m., New York, New York time, on Wednesday of each week, or the
next preceding Business Day if such Wednesday is not a Business Day; provided that upon any conversion to the Weekly Interest Rate
Mode, MMD Index Rate Mode or SIFMA Index Rate Mode from a different Interest Rate Mode, the first Interest Rate Determination Date shall mean not later than 2:00 p.m., New York, New
York time, on the Business Day preceding the Interest Rate Adjustment Date; and (c) with respect to the Daily Interest Rate, not later than 7:45 a.m., New York, New York time, on each
Business Day. “Interest Rate Mode” shall mean any of those modes of interest with respect to the Bonds permitted by this Indenture, specifically, the Daily Interest Rate Mode, the Weekly
Interest Rate Mode, the MMD Index Rate Mode, the SIFMA Index Rate Mode, the Term Rate Mode and the Fixed Interest Rate Mode. “Interest Rate Period” shall mean that period of time for
which the interest rate with respect to the Bonds has been determined by the Remarketing Agent or otherwise as provided in the definition of the applicable Interest Rate Mode, commencing
on the applicable Interest Rate Adjustment Date, and terminating on the day immediately preceding the following Interest Rate Adjustment Date, if any. “Investment Agreement” shall mean
any investment agreement, between the Trustee and the provider thereof, entered into by the Trustee at the written request of the Borrower; provided such investment agreement must constitute
a Permitted Investment. “Investment Income” shall mean the earnings on any investment of the amounts on deposit in the funds and accounts established under this Indenture. “Investor
Letter” shall mean a letter in substantially the form attached to the Indenture as Exhibit D, duly executed by a purchaser of Bonds and delivered to the Trustee. “Investor Limited Partner”
shall mean Union Bank, N.A. “Issuer” shall mean the Housing Authority of the City of Chula Vista, a public body corporate and politic, duly organized and existing under the Constitution
and the laws of the State of California. “Issuer’s Closing Fee” shall mean the Issuer’s issuance fee payable by the Trustee to the Issuer on or before the Closing Date from amounts in
the Costs of Issuance Fund. “Issuer’s Ongoing Fee” shall mean the annual fee of the Issuer in the amount of $___________. The Issuer’s Ongoing Fee is payable in equal semiannual installments
in advance by
14 the Trustee to the Issuer from the Expense Fund on each December __ and June __, commencing on the Closing Date, so long as any of the Bonds are outstanding. “Land” shall mean the
parcel of real property located in the County of San Diego, on which the Improvements are located, as more particularly described in the Regulatory Agreement. “Late Charge” shall mean
the amount due and payable as a late charge on overdue payments under the Note, as provided in Section 7 of the Note and Section 2.8 of the Loan Agreement. “Law” shall have the meaning
set forth in the recitals above. “Leases” shall mean the leases entered into for apartments units within the Project on the standard form of lease that has been approved by the Bondholder
Representative. “Legal Requirements” shall mean statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting all or
part of the Project or any property or the rehabilitation, use, alteration or operation thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations
and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instrument, either of record or known to the Borrower, at any time in
force affecting all or part of the Project, including any that may (i) require repairs, modifications or alterations in or to all or part of the Project, or (ii) in any way limit the
use and enjoyment thereof. “Letter of Representations” shall mean any letter of representations between the Issuer and a Securities Depository. “Liabilities” shall have the meaning set
forth in Section 4.17 of the Loan Agreement. “Lien” shall mean any interest, or claim thereof, in the Project securing an obligation owed to, or a claim by, any Person other than the
owner of the Project, whether such interest is based on common law, statute or contract, including the lien or security interest arising from a deed of trust, mortgage, assignment, encumbrance,
pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. The term “Lien” shall include reservations, exceptions, encroachments,
easements, rights of way, covenants, conditions, restrictions, leases and other title exceptions and encumbrances affecting the Project. “Limited Partnership Agreement” shall mean the
Amended and Restated Agreement of Limited Partnership of the Borrower dated as of the date thereof, as amended, supplemented or restated from time to time. “Loan” shall mean the mortgage
loan made by the Issuer to the Borrower pursuant to the Loan Agreement in the aggregate principal amount of the Loan Amount, as evidenced by the Note. “Loan Agreement” shall mean the
Loan Agreement, dated as of the date of this Indenture, between the Issuer and the Borrower, as supplemented, amended or replaced from time to time in accordance its terms. “Loan Agreement
Default” shall mean any event of default set forth in 7.1 of the Loan Agreement. A Loan Agreement Default shall “exist” if a Loan Agreement Default shall have occurred and be continuing
beyond any applicable cure period.
15 “Loan Amount” shall mean the amount of $_______________. “Loan Documents” shall mean the Loan Agreement, the Note, the Conversion Agreement, the Mortgage, the Construction Funding
Agreement, the Exceptions to Non-Recourse Guaranty, the Agreement of Environmental Indemnification, the Completion Guaranty, the Replacement Reserve Agreement, the Contingency Draw Down
Agreement and all other documents or agreements evidencing or relating to the Loan. “Loan Payment Date” shall mean (i) when the Bonds are in the SIFMA Index Rate Mode, the MMD Index
Rate Mode, the Daily Interest Rate Mode or the Weekly Interest Rate Mode, the Friday of each month immediately preceding the Bond Payment Date of the following month, or, if such day
is not a Business Day, the immediately succeeding day that is a Business Day, (ii) when the Bonds are in the Fixed Interest Rate Mode or the Term Rate Mode, (A) the 25th day of the month
preceding the related Bond Payment Date during a period when a Credit Facility does not enhance the Bonds pursuant to Section 4.10, and (B) the 25th day of each month during a period
when a Credit Facility enhances the Bonds pursuant to Section 4.10, or (iii) any other date on which the Note is prepaid or paid, whether at the scheduled maturity or upon the redemption
or acceleration of the maturity thereof. “Loan Payments” shall mean the monthly loan payments payable pursuant to the Note and transferred to the Trustee by the Servicer, which payments
shall include amounts necessary to fund the amount payable for Third Party Fees. Notwithstanding the foregoing, on and after the Conversion Date, the Servicer’s Fee shall be payable
pursuant to the Note by the Borrower to the Servicer but not transferred by the Servicer to the Trustee on each Servicer Remittance Date. “Management Agreement” shall mean the Management
Agreement between the Borrower and the Manager, pursuant to which the Manager is to manage the Project, as same may be amended, restated, replaced, supplemented or otherwise modified
from time to time. “Manager” shall mean the management company to be employed by the Borrower and approved by any Bondholder Representative in accordance with the terms of the Mortgage,
the Loan Agreement or any of the other Bond Documents. “Mandatory Tender Date” shall mean (i) a Substitution Date, (ii) any date when the Bonds are converted from one Interest Rate Mode
to a different Interest Rate Mode (other than changes from the Daily Interest Rate to the Weekly Interest Rate or from the Weekly Interest Rate to the Daily Interest Rate), (iii) the
Interest Rate Adjustment Date associated with the end of an Interest Rate Period when the Bonds bear interest at a Term Rate, and (iv) the expiration date of the Credit Facility, if
applicable, if not renewed or otherwise substituted. “Maturity Date” shall mean [August 1, 2045]. “Maximum Rate” shall mean the lesser of (i) 12% per annum and (ii) the maximum interest
rate that may be paid on the Bonds under State law. “MMD Index Rate” shall mean a rate equal to the index rate resets of tax exempt variable rate issues known as Municipal Market Data
General Obligation, AAA Index, with a designated maturity most closely approximating the period of time for which the MMD Index Rate may apply], as published on any Business Day by Municipal
Market Data, a Thomson Financial Services
16 Company, or its successors, plus a spread established by the Bondholder Representative; provided that in no event shall the MMD Index Rate exceed the Maximum Rate. “MMD Index Rate
Mode” shall mean the interest rate mode during any period when the Bonds bear interest at the MMD Index Rate. “Moody’s” shall mean Moody’s Investors Service, Inc., or its successor.
“Mortgage” shall mean the Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated as of the date hereof, executed by the Borrower and granting a
first lien on the Project for the benefit of the Issuer and assigned to the Trustee, including any amendments and supplements thereto as herein permitted. “Negative Arbitrage Deposit”
has the meaning set forth in the Contingency Draw-Down Agreement. “Nonpurpose Investment” shall mean any investment property (as defined in Section 148(b) of the Code) that is acquired
with the Gross Proceeds of the Bonds and which is not acquired to carry out the governmental purpose of the Bonds. “Note” shall mean the Multifamily Note, dated as of the Closing Date,
in the stated principal amount of the Loan Amount and executed by the Borrower in favor of the Issuer, as assigned to the Trustee, as it may be amended, supplemented or replaced from
time to time. “Notice of Interest Rate Conversion” shall have the meaning ascribed hereto in Article IV and attached hereto as Exhibit D. “Notice of Subordination of Bonds” shall have
the meaning ascribed thereto in Article XVI and substantially in the form attached hereto as Exhibit E. “Office of the Trustee” shall mean the applicable office of the Trustee at the
address set forth in Section 15.1, or at such other place or places as may be designated by the Trustee from time to time. “Opinion of Counsel” shall mean a written opinion from an attorney
or firm of attorneys, acceptable to the Issuer, the Trustee and the Bondholder Representative with experience in the matters to be covered in the opinion. “Other Charges” shall mean
all maintenance charges, impositions other than Taxes, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Project,
now or hereafter levied or assessed or imposed against the Project or any part thereof. “Outside Conversion Date” shall have the meaning ascribed thereto in the Conversion Agreement.
“Outstanding” or “Outstanding Bonds” shall mean the sum of all Bonds theretofore authenticated and delivered under this Indenture, except:
17 (a) Bonds theretofore canceled or required to be canceled by the Trustee or delivered to the Trustee for cancellation; (b) Bonds which are deemed to have been paid in accordance with
this Indenture; (c) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to this Indenture; (d) Bonds not tendered when required under
the provisions of this Indenture which are deemed tendered; and (e) Bonds authorized but not yet drawn-down and delivered to the Bond Purchaser. In determining whether the Registered
Owners of a requisite aggregate principal amount of Outstanding Bonds have concurred in any request, demand, authorization, direction, notice, consent or waiver under the provisions
of this Indenture, the Loan Agreement or any other Bond Document, Bonds which are owned by or held for the account of the Borrower, the Issuer or any other obligor on the Bonds, or any
Affiliate of any one of said entities shall be disregarded and deemed not to be Outstanding for the purpose of any such determination. “Participant” shall mean a broker-dealer, bank
or other financial institution for which the Securities Depository holds Bonds as a securities depository. “Permitted Encumbrances” shall have the meaning given such term in the Mortgage.
“Permitted Investments” shall mean, to the extent authorized by law for investment of moneys of the Issuer: (a) Government Obligations. (b) Direct obligations of, and obligations on
which the full and timely payment of principal and interest is unconditionally guaranteed by, any agency or instrumentality of the United States of America (other than the Federal Home
Loan Mortgage Corporation) or direct obligations of the World Bank, which obligations are rated in the Highest Rating Category. (c) Obligations, in each case rated in the Highest Rating
Category, of (i) any state or territory of the United States of America, (ii) any agency, instrumentality, authority or political subdivision of a state or territory or (iii) any public
benefit or municipal corporation the principal of and interest on which are guaranteed by such state or political subdivision. (d) Any written repurchase agreement entered into with
a Qualified Financial Institution whose unsecured short term obligations are rated in the Highest Rating Category. (e) Commercial paper rated in the Highest Rating Category. (f) Interest
bearing negotiable certificates of deposit, interest bearing time deposits, interest bearing savings accounts and bankers’ acceptances, issued by a Qualified Financial Institution if
either (A) the Qualified Financial Institution’s unsecured short term
18 obligations are rated in the Highest Rating Category or (B) such deposits, accounts or acceptances are fully collateralized by investments described in clauses (a) or (b) of this
definition or fully insured by the Federal Deposit Insurance Corporation. (g) an agreement held by the Trustee for the investment of moneys at a guaranteed rate with a Qualified Financial
Institution whose unsecured long-term obligations are rated in the Highest Rating Category or the Second Highest Rating Category, or whose obligations are unconditionally guaranteed
or insured by a Qualified Financial Institution whose unsecured long-term obligations are rated in the Highest Rating Category or Second Highest Rating Category; provided that such agreement
is in a form acceptable to the Bondholder Representative; and provided further that such agreement includes the following restrictions: (1) the invested funds will be available for withdrawal
without penalty or premium, at any time that (A) the Trustee is required to pay moneys from the Fund(s) established under this Indenture to which the agreement is applicable, or (B)
any Rating Agency indicates that it will lower or actually lowers, suspends or withdraws the rating on the Bonds on account of the rating of the Qualified Financial Institution providing,
guaranteeing or insuring, as applicable, the agreement; (2) the agreement, and if applicable the guarantee or insurance, is an unconditional and general obligation of the provider and,
if applicable, the guarantor or insurer of the agreement, and ranks pari passu with all other unsecured unsubordinated obligations of the provider, and if applicable, the guarantor or
insurer of the agreement; (3) the Trustee receives an Opinion of Counsel, which may be subject to customary qualifications, that such agreement is legal, valid, binding and enforceable
upon the provider in accordance with its terms and, if applicable, an Opinion of Counsel that any guaranty or insurance policy provided by a guarantor or insurer is legal, valid, binding
binding and enforceable upon the guarantor or insurer in accordance with its terms; and (4) the agreement provides that if during its term the rating of the Qualified Financial Institution
providing, guaranteeing or insuring, as applicable, the agreement, is withdrawn, suspended by any Rating Agency or falls below the Second Highest Rating Category, the provider must,
within 10 days, either: (A) collateralize the agreement (if the agreement is not already collateralized) with Permitted Investments described in paragraph (a) or (b) by depositing collateral
with the Trustee or a third party custodian, such collateralization to be effected in a manner and in an amount reasonably satisfactory to the Credit Provider, or, if the agreement is
already collateralized, increase the collateral with Permitted Investments described in paragraph (a) or (b) by depositing collateral with the Trustee or a third party custodian, in
an amount reasonably satisfactory to the Bondholder Representative, (B) at the request of the Trustee or the Bondholder Representative, repay the principal of and accrued but unpaid
interest on the investment, in either case with no penalty or premium unless required by law or (C) transfer the agreement, guarantee or insurance, as applicable, to a replacement provider,
guarantor or insurer, as applicable, then meeting the requirements of a Qualified Financial Institution and
19 whose unsecured long-term obligations are then rated in the Highest Rating Category or the Second Highest Rating Category. The agreement may provide that the downgraded provider may
elect which of the remedies to the down-grade (other than the remedy set out in (B)) to perform. Notwithstanding anything else in this Paragraph (g) to the contrary and with respect
only to any agreement described in this Paragraph or any guarantee or insurance for any such agreement which is to be in effect for any period after the Conversion Date, any reference
in this Paragraph to the “Second Highest Rating Category” will be deemed deleted so that the only acceptable rating category for such an agreement, guarantee or insurance will be the
Highest Rating Category. (h) Subject to the ratings requirements set forth in this definition, shares in any money market mutual fund (including those of the Trustee or any of its affiliates)
registered under the Investment Company Act of 1940, as amended, that have been rated AAAm-G or AAAm by S&P or Aaa by Moody’s so long as the portfolio of such money market mutual fund
is limited to Government Obligations and agreements to repurchase Government Obligations. If approved in writing by the Bondholder Representative, a money market mutual fund portfolio
may also contain obligations and agreements to repurchase obligations described in paragraphs (b) or (c). If the Bonds are rated by a Rating Agency, the money market mutual fund must
be rated AAAm-G or AAAm by S&P, if S&P is a Rating Agency, or Aaa by Moody’s, if Moody’s is a Rating Agency. If at any time the Bonds are not rated (and, consequently, there is no Rating
Agency), then the money market mutual fund must be rated AAAm-G or AAAm by S&P or Aaa by Moody’s. If at any time (i) the Bonds are not rated, (ii) both S&P and Moody’s rate a money market
mutual fund and (iii) one of those ratings is below the level required by this paragraph, then such money market mutual fund will, nevertheless, be deemed to be rated in the Highest
Rating Category if the lower rating is no more than one rating category below the highest rating category of that rating agency. (i) Any other investment authorized by the laws of the
State, if such investment is approved in writing by the Bondholder Representative. Permitted Investments shall not include any of the following: (1) Except for any investment described
in the next sentence, any investment with a final maturity or any agreement with a term greater than one year from the date of the investment. This exception (1) shall not apply to any
obligation that provides for the optional or mandatory tender, at par, by the holder of such obligation at least once within one year of the date of purchase, Government Obligations
irrevocably deposited with the Trustee for payment of Bonds pursuant to Section 14.2, and Permitted Investments listed in paragraphs (g) and (i)). (2) Except for any obligation described
in paragraph (a) or (b), any obligation with a purchase price greater or less than the par value of such obligation. (3) Any asset-backed security, including mortgage backed securities,
real estate mortgage investment conduits, collateralized mortgage obligations, credit card receivable asset-backed securities and auto loan asset-backed securities. (4) Any interest-only
or principal-only stripped security.
20 (5) Any obligation bearing interest at an inverse floating rate. (6) Any investment which may be prepaid or called at a price less than its purchase price prior to stated maturity.
(7) Any investment the interest rate on which is variable and is established other than by reference to a single index plus a fixed spread, if any, and which interest rate moves proportionately
with that index. (8) Any investment described in paragraph (d) or (g) with, or guaranteed or insured by, a Qualified Financial Institution described in clause (iv) of the definition
of Qualified Financial Institution if such institution does not agree to submit to jurisdiction, venue and service of process in the United States of America in the agreement relating
to the investment. (9) Any investment to which S&P has added an “r” or “t” highlighter. “Person” shall mean any individual, corporation, limited liability company, partnership, joint
venture, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity
on behalf of any of the foregoing. “Plan” shall mean (i) an employee benefit or other plan established or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or
any ERISA Affiliate makes or is obligated to make contributions and (ii) which is covered by Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code. “Pledged Bonds” shall
mean Bonds (or portions thereof) purchased with moneys drawn under the Credit Facility. “Pledged Bonds Remarketing Date” shall have the meaning ascribed to such term in Section 5.5(c)
hereof. “Pledged Revenues” shall mean the amounts pledged under this Indenture to the payment of the principal of and premium and interest on the Bonds, consisting of the following:
(a) all income, revenues, proceeds and other amounts to which the Issuer is entitled (other than amounts received by the Issuer with respect to the Unassigned Issuer’s Rights) and which
are held held by the Trustee, derived from or in connection with the Project and the Bond Documents, including all Loan Payments due under the Loan Agreement and the Note, all Cap Payments,
if any, payments with respect to the Loan Payments made under the Swap Agreement, if applicable, and all amounts obtained through the exercise of the remedies provided in the Bond Documents
and all receipts of the Trustee credited under the provisions of this Indenture against said amounts payable, and (b) moneys held in the funds and accounts established under this Indenture,
together with investment earnings thereon (except any amounts on deposit in the Expense Fund and the Rebate Fund). “Pre-Conversion Loan Equalization Payment” shall mean a partial prepayment
of the Loan in accordance with the Conversion Agreement in connection with Conversion.
21 “Prepayment Premium” shall mean (i) any premium payable by the Borrower pursuant to the Loan Documents in connection with a prepayment of the Note (including any prepayment premium
as set forth in the Note) and (ii) any premium payable on the Bonds pursuant to this Indenture. “Principal Reserve Amount” shall mean initially zero dollars ($0.00) of the aggregate
principal amount of the Bonds originally issued and delivered, but upon delivery of a Written Notice of the Borrower, with the Written Consent of the Bondholder Representative, may mean
any amount designated by the Borrower with the Written Consent of the Bondholder Representative, provided, however, that such amount shall never exceed twenty percent (20%) of the aggregate
principal amount of the Outstanding Bonds. “Principal Reserve Fund” shall mean the Principal Reserve Fund established pursuant to Section 8.2. “Principal Reserve Fund Deposit” shall
mean each deposit required to be made pursuant to the Principal Reserve Fund Deposit Schedule. “Principal Reserve Fund Deposit Schedule” shall mean the Principal Reserve Fund Deposit
Schedule (if any) attached to the Note which may be revised from time to time by the Bondholder Representative as provided in Section 6.5 or Section 8.14. “Project” shall mean the Land
and Improvements thereon owned by the Borrower and encumbered by the Mortgage, together with all rights pertaining to such real property and Improvements, as more particularly described
in the Granting Clauses of the Mortgage and referred to therein as the “Mortgaged Property.” “Project Fund” shall mean the Project Fund created pursuant to Section 8.2. “Proportionate
Basis” when used with respect to the redemption of Bonds, shall mean that the aggregate principal amount of each maturity (and series, if applicable) to be redeemed shall be determined
as nearly as practicable by multiplying the total amount of funds available for redemption by the ratio which the principal amount of Bonds of each maturity (of such series, if applicable)
then Outstanding and to be redeemed bears to the principal amount of all Bonds (of such series, if applicable) then Outstanding and to be redeemed; provided that if the amount available
for redemption of Bonds of any maturity is insufficient to redeem a multiple of the minimum Authorized Denomination, such amount shall be applied to the redemption of the highest possible
integral multiple (if any) of the minimum Authorized Denomination. For purposes of the foregoing, the Bonds shall be deemed to mature in the years and in the amounts of the sinking fund
installments as set forth in Section 6.7. Any Bonds purchased with moneys that would otherwise be applied to redemption on a Proportionate Basis on the next succeeding Bond Payment Date
shall be taken into account in determining “Proportionate Basis” with respect to such redemption. When used with respect to the purchase of Bonds “Proportionate Basis” shall have the
same meaning as set forth above (substituting purchase for redeem or redemption, and purchased for redeemed). “Purchase Price” shall mean (i) the price paid for the purchase of Bonds
in lieu of redemption pursuant to Section 6.9 of this Indenture, which shall be equal to the applicable Redemption Price, and (ii) if Bonds are subject to optional or mandatory tender
in any Interest Rate Mode, the price payable to Bondholders equal to the principal amount of the Outstanding Bonds plus accrued interest thereon to the date of purchase.
22 “Qualified Financial Institution” shall mean any of: (i) bank or trust company organized under the laws of any state of the United States of America, (ii) national banking association,
(iii) savings bank, a savings and loan association, or an insurance company or association chartered or organized under the laws of any state of the United States of America, (iv) federal
branch or agency pursuant to the International Banking Act of 1978 or any successor provisions of law or a domestic branch or agency of a foreign bank which branch or agency is duly
licensed or authorized to do business under the laws of any state or territory of the United States of America, (v) government bond dealer reporting to, trading with, and recognized
as a primary dealer by the Federal Reserve Bank of New York, (vi) securities dealer approved in writing by the Bondholder Representative the liquidation of which is subject to the Securities
Investors Protection Corporation or other similar corporation and (vii) any other entity which is acceptable to the Bondholder Representative. With respect to an entity which provides
an agreement held by the Trustee for the investment of moneys at a guaranteed rate as set out in paragraph (g) of the definition of the term “Permitted Investments” or an entity which
guarantees or insures, as applicable, the agreement, a “Qualified Financial Institution” may also be a corporation or limited liability company organized under the laws of any state
of the United States of America.
“Qualified Institutional Buyer” has the meaning set forth in Rule 144A of the Securities Act of 1933, as amended. “Qualified Project Costs” shall mean costs paid with respect to the
Project that meet each of the following requirements: (i) the costs are properly chargeable to capital account (or would be a so chargeable with a proper election by the Borrower or
but for a proper election by the Borrower to deduct such costs) in accordance with general Federal income tax principles and in accordance with United States Treasury Regulations §1.103-8(a)(1),
provided, however, that only such portion of the interest accrued during rehabilitation or construction of the Project (in the case of rehabilitation, with respect to vacated units only)
shall be eligible to be a Qualified Project Cost as bears the same ratio to all such interest as the Qualified Project Costs bear to all costs of the acquisition and construction or
rehabilitation of the Project; and provided further that interest accruing after the date of completion of the Project shall not be a Qualified Project Cost; and provided still further
that if any portion of the Project is being constructed or rehabilitated by an Affiliate (whether as general contractor or a subcontractor), Qualified Project Costs shall include only
(A) the actual out-of-pocket costs incurred by such affiliate in constructing or rehabilitating the Project (or any portion thereof), (B) any reasonable fees for supervisory services
actually rendered by such affiliate, and (C) any overhead expenses incurred by such affiliate which are directly attributable to the work performed on the Project, and shall not include,
for example, intercompany profits resulting from members of an affiliated group (within the meaning of Section 1504 of the Code) participating in the rehabilitation or construction of
the Project or payments received by such affiliate due to early completion of the Project (or any portion thereof); (ii) the costs are paid with respect to a qualified residential rental
project or projects within the meaning of Section 142(d) of the Code, (iii) the costs are paid after the earlier of 60 days prior to the date of a declaration of “official intent” to
reimburse costs paid with respect to the Project (within the meaning of §1.150-2 of the United States Treasury Regulations) or the date of issue of the Bonds, and (iv) if the costs of
the acquisition and construction or rehabilitation of the Project were previously paid and are to be reimbursed with proceeds of the Bonds such costs were (A) costs of issuance of the
Bonds, (B) preliminary capital expenditures (within the meaning of United States Treasury Regulations §1.150-2 (F) (2)) with respect to the Project (such as architectural, engineering
and soil testing services) incurred before commencement of acquisition and construction or rehabilitation of the Project that do not exceed twenty percent (20%) of the issue price of
the Bonds (as defined in United States Treasury Regulations §1.148-1), or
23 (C) were capital expenditures with respect to the Project that are reimbursed no later than eighteen (18) months after the later of the date the expenditure was paid or the date the
Project is placed in service (but no later than three (3) years after the expenditures is paid). “Rating Agency” shall mean any one and each of Standard & Poor’s, Moody’s and Fitch Ratings
then rating the Bonds or the Securities or any other nationally-recognized statistical rating agency then rating the Bonds or the Securities, which has been approved by the Bondholder
Representative. “Rebate Amount” shall mean, for any given period, the amount determined by the Rebate Analyst as required to be rebated or paid as a yield reduction payment to the United
States of America with respect to the Bonds. “Rebate Analyst” shall mean the rebate analyst selected by the Borrower prior to the Closing Date and acceptable to the Issuer and the Bondholder
Representative. The initial Rebate Analyst shall be BLX Group. “Rebate Analyst’s Fee” shall mean the annual fee of the Rebate Analyst in the amount of [$800.] For any report covering
more than 1 year, the annual fee will be an additional [$250] per year in excess of 1 year. The Rebate Analyst’s Fee is payable by the Trustee to the Rebate Analyst upon receipt of an
invoice from the Expense Fund, commencing on the Closing Date, every fifth anniversary thereof, and the Maturity Date. “Rebate Fund” shall mean the Rebate Fund created pursuant to Section
8.2. “Record Date” shall mean (i) while the Bonds bear interest in the MMD Index Rate Mode, the SIFMA Index Rate Mode, the Weekly Interest Rate Mode and the Daily Interest Rate Mode,
the day immediately prior to any Bond Payment Date, or (ii) while the Bonds bear interest in the Term Rate Mode or the Fixed Interest Rate Mode, the fifteenth (15th) calendar day of
the month preceding the applicable Bond Payment Date. “Redemption Price” shall mean the sum of (a) the outstanding principal amount of the Bonds to be redeemed, (b) accrued and unpaid
interest on the Bonds to be redeemed to the date of redemption (including any additional interest required to be paid under the Note following a Determination of Taxability) and (c)
the Prepayment Premium, if any. “Registered Holder” shall mean the Person or Persons in whose name or names the Bonds are registered in the Bond Register. “Registered Owners” shall have
the meaning set forth in the definition of “Bondholders.” “Regulations” shall mean with respect to the Code, the relevant regulations and proposed regulations thereunder or any relevant
successor provision to such regulations and proposed regulations. “Regulatory Agreement” shall mean that certain Regulatory Agreement and Declaration of Restrictive Covenants, dated
as of the date hereof, by and among the Issuer, the Trustee and the Borrower, as hereafter amended or modified.
24 “Reimbursement Agreement” shall mean any reimbursement agreement between the Borrower and the Credit Facility Provider, as such agreement may be amended from time to time. “Related
Person” shall mean a “related person” within the meaning of Section 147(a) of the Code. “Remaining Bond Proceeds Account” has the meaning set forth in the Contingency Draw-Down Agreement.
“Remaining Bond Proceeds Account Earnings Subaccount” has the meaning set forth in the Contingency Draw-Down Agreement. “Remarketing Agent” shall mean any remarketing agent satisfying
the requirements of Section 12.19 hereof and approved by the Bondholder Representative. “Remarketing Agreement” shall mean any remarketing agreement between the Remarketing Agent and
the Borrower for purposes of remarketing the Bonds, as such agreement may be amended from time to time. “Remarketing Proceeds Fund” shall mean the Remarketing Proceeds Fund created pursuant
to Section 8.2 . “Rents” shall have the meaning ascribed thereto in the Mortgage. “Replacement Reserve Agreement” shall mean any Replacement Reserve Agreement between the Borrower and
the Trustee, as the same may be amended, restated or supplemented from time to time. “Resolution” shall mean the resolution of the Issuer authorizing the issuance of the Bonds and the
execution and delivery of the Bond Documents to which it is a party. “Responsible Officer” shall mean any officer within the Corporate Trust Department (or any successor group) of the
Trustee, including any vice president, assistant vice president, assistant secretary or any other officer or assistant officer of the Trustee customarily performing functions similar
to those performed by the persons who at the time shall be such officers, respectively, who is responsible for the administration of this Indenture. “Second Highest Rating Category”
shall mean, with respect to a Permitted Investment, that the Permitted Investment is rated by each Rating Agency in the second highest rating category given by that Rating Agency for
that general category of security. If at any time the Bonds are not rated (and, consequently, there is no Rating Agency), then the term “Second Highest Rating Category” means, with respect
to a Permitted Investment, that the Permitted Investment is rated by S&P or Moody’s in the second highest rating category given by that rating agency for that general category of security.
By way of example, the Second Highest Rating Category for tax-exempt municipal debt established by S&P is “AA” for a term greater than one year, with corresponding ratings by Moody’s
of “Aa.” If at any time (i) the Bonds are not rated, (ii) both S&P and Moody’s rate a Permitted Investment and (iii) one of those ratings is below the Second Highest Rating Category,
then such Permitted Investment will not be deemed to be rated in the Second Highest Rating Category. For example, an Investment rated “AA” by S&P and “A” by Moody’s is not rated in the
Second Highest Rating Category.
25 “Secondary Market Transaction” shall have the meaning set forth in Section 8.1.1 of the Loan Agreement. “Securities” shall have the meaning ascribed thereto in Section 8.1.1 of the
Loan Agreement. “Securities Act” shall mean the Securities Act of 1933, as amended. “Securities Depository” shall mean The Depository Trust Company and any substitute for or successor
to such securities depository that shall maintain a Book-Entry System with respect to the Bonds. “Securities Depository Nominee” shall mean the Securities Depository or the nominee of
such Securities Depository in whose name the Bonds shall be registered on the registration books of the Issuer while the Bonds are in a Book-Entry System. “Senior Bonds” shall mean,
initially, the Bonds; provided that the Bondholder Representative may designate any Authorized Denomination of Bonds as “Senior Bonds” pursuant to Article XVI in connection with the
designation of Subordinate Bonds. “Servicer” shall mean the Servicer contracting with or appointed by the Bondholder Representative to service the Loan. The initial Servicer shall be
Citibank, N.A. “Servicer Remittance Date” shall mean the first Business Day immediately preceding the Bond Payment Date, commencing on February 6, 2013. “Servicer’s Fee” shall mean the
fee due to the Servicer for services rendered pursuant to the Bond Documents and any Servicing Agreement in an amount equal to one-twelfth of 0.05% of the principal amount of the Bonds
outstanding payable monthly in arrears. “Servicing Agreement” shall mean any servicing agreement or master servicing agreement, among the Servicer, the Trustee, the Swap Counterparty
(if any, as approved by the Bondholder Representative), and the Bondholder Representative relating to the servicing of the Loan and any amendments thereto or any replacement thereof.
“SIFMA” shall mean the Securities Industry & Financial Markets Association (formerly The Bond Markets Association), and any successor thereto. “SIFMA Index Rate” shall mean a rate determined
on the basis of the the seven-day high grade market index of tax-exempt variable rate demand obligations, as produced by Municipal Market Data and published or made available by SIFMA
(formerly The Bond Markets Association) or any Person acting in cooperation with or under the sponsorship of SIFMA and acceptable to the Bondholder Representative, plus a spread equal
to [2.45]% prior to the Conversion Date and thereafter established by the Bondholder Representative at the time the SIFMA Index Rate becomes effective; provided that in no event shall
the SIFMA Index Rate exceed the Maximum Rate. “SIFMA Index Rate Mode” shall mean the interest rate mode during any period when the Bonds bear interest at the SIFMA Index Rate. “Standard
& Poor’s” or “S&P” shall mean Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business division, or its successor.
26 “State” shall mean the State of California. “Subordinate Bonds” shall mean any Authorized Denomination of Bonds so designated by the Bondholder Representative as “Subordinate Bonds”
pursuant to Article XVI. “Substitution Date” shall mean any Business Day established for the mandatory tender and purchase of the Bonds in connection with the delivery to the Trustee
of a Credit Facility pursuant to Section 4.10 hereof. “Supplemental Indenture” shall mean a supplemental trust indenture entered into in accordance with and for the purposes set forth
in Article XIII of this Indenture. “Surplus Fund” shall mean the Surplus Fund created pursuant to Section 8.2 of this Indenture. “Swap Agreement” shall mean any interest rate exchange,
hedge or similar agreement, entered into in order to hedge or manage the interest payable on all or a portion of the Bonds, whether then existing or to be entered into, which agreement
may include, without limitation, an interest rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option,
bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction,
currency option or any other similar transaction (including any option with respect to any of these transactions), between the Borrower or its designee and the Swap Counterparty, and
as shall be set forth in an International Swaps and Derivatives Association, Inc. Master Agreement, including the Schedule thereto, and any Confirmation entered into thereunder between
the Borrower and the Swap Counterparty, as such agreement may be amended, supplemented or substituted from time to time. At the time of original Bond issuance, there was no Swap Agreement.
“Swap Counterparty” shall mean any Person entering into a Swap Agreement with the Borrower. “Tax Certificate” shall mean the Tax Certificate, dated the Closing Date, executed and delivered
by the Issuer and the Borrower, together with the Certificate Regarding Use of Proceeds, dated the Closing Date, executed and delivered by the Borrower. “Taxes” shall mean all real estate
and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against all or part of the Project. “Tax-Exempt Bonds Account” shall
mean the Tax-Exempt Bonds Account of the Project Fund created pursuant to Section 8.2. “Tender Agent” shall mean initially the Trustee, and any successor tender agent appointed under
this Indenture. “Term” shall mean the term of the Loan Agreement pursuant to Section 9.25 of the Loan Agreement. “Term Rate” shall mean (a) the rate of interest per annum with respect
to a Term Rate Mode determined by the Remarketing Agent, on the Interest Rate Determination Date immediately
27 preceding the applicable Interest Rate Adjustment Date, to be the lowest interest rate for the Interest Rate Period commencing on the applicable Interest Rate Adjustment Date and
ending on the date determined by the Remarketing Agent, in the judgment of the Remarketing Agent (taking into consideration current transactions and comparable securities with which
the Remarketing Agent is involved or of which it is aware and prevailing financial market conditions) at which, as of such Interest Rate Determination Date, the Bonds could be remarketed
at par, plus the accrued interest, if any, on the Interest Rate Adjustment Date for that Interest Rate Period; or (b) in the event that the Remarketing Agent has been removed or has
resigned and no successor has been appointed, or the Remarketing Agent has failed to determine the Term Rate for whatever reason, or the Term Rate cannot be determined pursuant to clause
(a) for whatever reason, the interest rate then in effect with respect to the Bonds, without adjustment; provided that in no event shall the Term Rate exceed the Maximum Rate. “Term
Rate Mode” shall mean the Interest Rate Mode at any time the Bonds bear interest at the Term Rate. “Third Party Fees” shall mean the Issuer’s Ongoing Fee, the Trustee’s Fee, the Servicer’s
Fee and the Rebate Analyst’s Fee. “Title Insurance Policy” shall mean the mortgagee title insurance policy, in form acceptable to the Bondholder Representative, issued with respect to
the Project and insuring the lien of the Mortgage. “Transfer” shall have the meaning ascribed thereto in the Mortgage. “Trust Estate” shall mean the Trust Estate described in the granting
clauses of Article II of this Indenture. “Trustee” shall mean U.S. Bank National Association, and any successor trustee or co-trustee appointed under this Indenture. “Trustee’s Fee”
shall mean the annual fee of the Trustee in the amount $______.00. The Trustee’s Fee is payable annually in advance from the Expense Fund on each December 1, commencing on December 1,
2013, so long as as any of the Bonds are Outstanding. “UCC” shall mean the Uniform Commercial Code as in effect in the State. “Unassigned Issuer’s Rights” shall mean the rights of the
Issuer, its officers, council members, other elected officials, attorneys, accountants, employees, agents and consultants, past, present and future under the Loan Agreement and the Regulatory
Agreement to be held harmless and indemnified, to be paid its fees and expenses, to give or withhold consent to certain matters as provided in this Indenture and the Loan Agreement,
to receive notices and the right to enforce such rights, including the Issuer’s rights under and relating to the enforcement of the Regulatory Agreement, to receive the Rebate Amount
under Section 2.6 of the Loan Agreement, its rights of access under Section 4.19, its right to activate defaults and remedies under Article XI hereof, and to the extent not included
above, the rights specifically reserved by the Issuer under this Indenture. “USD-SIFMA Municipal Swap Index” shall mean, for any day, a per annum rate, expressed as a decimal, equal
to:
28 (a) if such day is an Interest Rate Determination Date, (i) the level of the index which is issued weekly and which is compiled from the weekly interest rate resets of taxexempt variable
rate issues included in a database maintained by Municipal Market Data which meet specific criteria established from time to time by SIFMA and issued on Wednesday of each week, or if
any Wednesday is not a U.S. Government Securities Business Day, the next succeeding U.S. Government Securities Business Day; or (ii) if such index is no longer published, then (A) any
comparable rate, as determined by the Indexing Agent, or (B) if there is no comparable rate, as determined by the Indexing Agent, the rate for such day shall be 85% of the interest rate
on 30-day high grade unsecured commercial paper notes sold through dealers by major corporations as reported in The Wall Street Journal on the day such USD-SIFMA Municipal Swap Index
would otherwise be determined as provided herein for such Interest Rate Period; and (b) if such day is not an Interest Rate Determination Date, the rate for such day shall be the rate
determined pursuant to the preceding clause (a) of this definition for the next preceding Interest Rate Determination Date. “U.S. Government Securities Business Day” means any day except
for a Saturday, Sunday or a day on which SIFMA recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
“Weekly Interest Rate” shall mean (a) the rate of interest per annum during a Weekly Rate Mode determined by the Remarketing Agent on the Interest Rate Determination Date immediately
preceding the applicable Interest Rate Adjustment Date, to be the lowest interest rate for the Interest Rate Period of one week (or less in the case of any such Interest Rate Period
commencing on an Interest Period Reset Date which is not a Thursday) commencing on the applicable Interest Rate Adjustment Date, in the judgment of the Remarketing Agent (taking into
consideration current transactions and comparable securities with which the Remarketing Agent is involved or of which it is aware and prevailing financial market conditions) at which,
as of such Interest Rate Determination Date, the Bonds could be remarketed at par, plus the accrued interest, if any, on the Interest Rate Adjustment Date for that Interest Rate Period;
or (b) in the event that the Remarketing Agent has been removed or has resigned and no successor has been appointed, or the Remarketing Agent has failed to determine the Weekly Interest
Rate for whatever reason, or the Weekly Interest Rate cannot be determined pursuant to clause (a) for whatever reason, the USD-SIFMA Municipal Swap Index then in effect; provided that
in no event shall the Weekly Interest Rate exceed the Maximum Rate. “Weekly Interest Rate Mode” shall mean the interest rate mode during any period when the Bonds bear interest at the
Weekly Interest Rate. “Written Certificate,” “Written Certification, “Written Consent,” “Written Direction,” Direction,” “Written Notice,” “Written Order,” “Written Registration,” “Written
Request,” and “Written Requisition” shall mean a written certificate, direction, notice, order or requisition signed by an Authorized Borrower Representative, an Authorized Issuer Representative
or an authorized representative of the Bondholder Representative and delivered to the Trustee, the Bondholder Representative, the Servicer or such other Person as required under the
Bond Documents. “Yield” shall mean yield as defined in Section 148(h) of the Code and any regulations promulgated thereunder.
29 Section 1.2 Ownership of Bonds; Effect of Action by Bondholders. (a) The ownership of the Bonds shall be proved by the Bond Register. (b) Any request, demand, authorization, direction,
notice, consent, waiver or other action by Bondholders shall bind every future Bondholder and the Registered Owner of every Bond issued upon the transfer thereof or in exchange therefor
or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Bonds.
Section 1.3 Effect Of Headings and Table of Contents. The Article and Section headings herein and in the Table of Contents are for convenience only and shall not affect the construction
hereof. Section 1.4 Date of Indenture. The date of this Indenture is intended as and for a date for the convenient identification of this Indenture and is not intended to indicate that
this Indenture was executed and delivered on said date. Section 1.5 Designation of Time For Performance. Except as otherwise expressly provided herein, any reference in this Indenture
to the time of day shall mean the time of day in the city where the Trustee maintains its place of business for the performance of its obligations under this Indenture. Section 1.6 Interpretation.
The parties hereto acknowledge that each of them and the Bondholder Representative and their respective counsel have participated in the drafting and revision of this Indenture. Accordingly,
the parties agree that any rule of construction that disfavors the drafting party shall not apply in the interpretation of this Indenture or any amendment or supplement or exhibit hereto
or thereto. ARTICLE II GRANTING CLAUSES To secure the payment of the Bond Obligations and the Borrower Payment Obligations and the performance of the covenants herein and in the Bonds
contained, to declare the terms and conditions on which the Bonds are secured, and in consideration of the premises and of the purchase of the Bonds by the Bondholders, the the Issuer
by these presents does grant, bargain, sell, remise, release, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm to the Trustee (except as limited by this
Indenture) for the benefit of the Bondholders a lien on and security interest in the following described property (excepting, however, the Unassigned Issuer’s Rights): (a) All right,
title and interest of the Issuer in, to and under the Loan Agreement and the Note, including, without limitation, all rents, revenues and receipts derived by the Issuer from the Borrower
relating to the Project and including, without limitation, the Initial Bond Fund Deposit, all Pledged Revenues, Loan Payments and Additional Payments derived by the Issuer under and
pursuant to, and subject to the provisions of, the Loan Agreement; provided that the pledge and assignment made under this Indenture shall not impair or diminish the obligations of the
Issuer under the provisions of the Loan Agreement.
30 (b) All right, title and interest of the Issuer in, to and under, together with all rights, remedies, privileges and options pertaining to, the Bond Documents, and all other payments,
revenues and receipts derived by the Issuer under and pursuant to, and subject to the provisions of, the Bond Documents. (c) Any and all moneys and investments from time to time on deposit
in, or forming a part of, all funds and accounts created and held by the Trustee under this Indenture (but excluding the Expense Fund and the Rebate Fund), subject to the provisions
of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein. (d) Any and all moneys and investments from time to time on deposit
in, or forming a part of, the Remaining Bond Proceeds Account and the Remaining Bond Proceeds Account Earnings Subaccount, any Negative Arbitrage Deposit and any other amounts held under
the Contingency Draw-Down Agreement, subject to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein.
(e) Any and all other real or personal property of every kind and nature or description, which may from time to time hereafter, by delivery or by writing of any kind, be subjected to
the lien of this Indenture as additional security by the Issuer or anyone on its part or with its consent, or which pursuant to any of the provisions hereof or of the Loan Agreement
may come into the possession or control of the Trustee or a receiver appointed pursuant to this Indenture; and the Trustee is hereby authorized to receive any and all such property as
and for additional security for the Bonds and to hold and apply all such property subject to the terms hereof. TO HAVE AND TO HOLD all said property, rights and privileges of every kind
and description, real, personal or mixed, hereby and hereafter (by supplemental indenture or otherwise) granted, bargained, sold, alienated, remised, released, conveyed, assigned, transferred,
mortgaged, hypothecated, pledged, set over or confirmed as aforesaid, or intended, agreed or covenanted so to be, together with all the appurtenances thereto appertaining (said property,
rights and privileges being herein collectively called, the “Trust Estate”) unto the Trustee and its successors and assigns forever; BUT IN TRUST, NEVERTHELESS, for the benefit and security
of the Bondholders, as herein provided. ARTICLE III LIMITED LIABILITY Section 3.1 Source of Payment of Bonds and Other Obligations; Disclaimer of General Liability. The Bonds are limited
obligations of the Issuer, payable solely from the Pledged Revenues and other funds and moneys pledged and assigned hereunder. None of the Issuer, the City, the State, or any political
subdivision thereof (except the Issuer, to the limited extent set forth herein) nor any public agency shall in any event be liable for the payment of the principal of, premium (if any)
or interest on the Bonds or for the performance of any pledge, obligation or agreement of any kind whatsoever except as set forth herein, and none of the Bonds or any of the Issuer’s
agreements or obligations shall be construed to constitute an indebtedness of or a pledge of the faith and credit of or a loan of the credit of or a moral obligation of any of the foregoing
within the meaning of any constitutional or statutory provision whatsoever. The Issuer has no taxing power.
31 Section 3.2 Exempt From Individual Liability. No covenant, condition or agreement contained herein shall be deemed to be a covenant, agreement or obligation of any present or future
officer, director, employee or agent of the Issuer or the Trustee in his individual capacity, and neither the officers, directors, employees or agents of the Issuer or the Trustee executing
the Bonds or this Indenture shall be liable personally on the Bonds or under this Indenture or be subject to any personal liability or accountability by reason of the issuance of the
Bonds or the execution of this Indenture. ARTICLE IV THE BONDS Section 4.1 Terms. (a) Designation; Principal Amount. There is hereby authorized, established and created an
issue of Bonds of the Issuer to be known and designated as the ““Housing Authority of the City of Chula Vista Multifamily Housing Revenue Bonds (Congregational Tower) Series 2013A.”
Any Subordinate Tax-Exempt Bonds designated by the Bondholder Representative pursuant to Article XVI of this Indenture shall be entitled ““Housing Authority of the City of Chula Vista
Multifamily Housing Revenue Bonds (Congregational Tower) Subordinate Series 2013B.” (b) Principal Amount. The total principal amount of the Bonds that may be issued hereunder is hereby
expressly limited to the Authorized Amount, provided that the amount of Bonds Outstanding at any time shall include only those Bonds for which the purchase price has been advanced from
time to time by the Bond Purchaser. No Bonds may be issued under the provisions of this Indenture except in accordance with this Article. The Bonds are being issued initially as drawdown
Bonds as provided herein and in the Bond Purchase Agreement. (c) Registered Bonds; Numbering; Authorized Denominations. The Bonds shall be issuable in Authorized Denominations as specified
by the Bondholder Representative. Thereafter, the Bonds shall be issuable in any Authorized Denomination required to effect transfers, exchanges or redemptions permitted or required
by this Indenture. The Bonds shall be issuable as registered bonds without coupons. The Bonds shall be numbered consecutively from R1-1 upwards, and any Subordinate Bonds shall be numbered
consecutively from S1-1 upwards. (d) Dated Date; Maturity. The Bonds shall be dated the Closing Date, and shall mature on the Maturity Date. (e) Interest Rate; Accrual of Interest. The
Bonds shall bear interest at the applicable Bond Coupon Rate on the principal thereof then funded and Outstanding. The Bond Coupon Rate for each Interest Rate Period while the Bonds
bear interest in the SIFMA Index Rate Mode or the MMD Index Rate Mode shall be determined by the Indexing Agent on each Interest Rate Determination Date. The Indexing Agent will promptly
after such determination notify the Trustee, the Borrower and the Bondholder Representative of the applicable Bond Coupon Rate. The Trustee can conclusively rely on the Bond Coupon Rate
information provided to it by the Indexing Agent. Interest shall be calculated on the basis of a 360 day year of twelve 30-day months so long as interest is payable at the MMD Index
Rate, Term Rate or the Fixed Interest Rate. Interest on the
32 Bonds shall be computed on the basis of a 365-or 366-day year, as applicable, for the actual number of days elapsed so long as interest is payable at the SIFMA Index Rate, Daily Interest
Rate or Weekly Interest Rate. Interest on the Bonds shall accrue from the date of their initial delivery; provided that interest on any Bond authenticated subsequent to the initial delivery
date shall accrue from the Bond Payment Date next preceding the date of authentication, unless (i) authenticated prior to the first Bond Payment Date, in which event interest on such
Bonds shall accrue from the initial delivery date, or (ii) authenticated on a Bond Payment Date, in which event interest on such Bonds shall accrue from the date of authentication. If,
as shown by the records of the Trustee, interest on the Bonds is in default, interest on Bonds issued in exchange for Bonds surrendered for registration of transfer or exchange shall
accrue from the date to which interest has been paid in full on the Bonds, or, if no interest has been paid on the Bonds, from the initial delivery date. The amount of interest payable
on the Bonds on each Bond Payment Date shall be the amount of interest accrued thereon from the preceding Bond Payment Date (or other date as described above) to, but not including,
the Bond Payment Date on which interest is being paid. The Bonds shall initially bear interest in the SIFMA Index Rate Mode to but not including the Conversion Date. On and after the
Conversion Date, the Bonds shall bear interest in the Fixed Interest Rate Mode. The Conversion to the Fixed Interest Rate Mode shall occur automatically. (f) Interest Payments. Interest
shall be due and payable on the Outstanding amount of Bonds, in arrears, on each applicable Bond Payment Date from Eligible Funds, based on the number of days that the Bonds are Outstanding.
Priority of interest payments shall be provided in Section 8.4. In any case where any Bond Payment Date is not a Business Day, then payment need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if such payment was made on the originally scheduled date and no interest shall accrue for the period after
such Bond Payment Date through the date payment is actually made. (g) Principal Payments. Principal of the Bonds shall be payable as provided herein on the Maturity Date and upon redemption
or acceleration thereof. (h) Usury. The Issuer intends to conform strictly to the usury laws applicable to this Indenture and the Bonds and all agreements made in the Bonds, this Indenture
and the Bond Documents are expressly limited so that in no event whatsoever shall the amount paid or agreed to be paid to the Bondholders as interest or the amounts paid for the use
of money advanced or to be advanced hereunder exceed the highest lawful rate prescribed under any law which a court of competent jurisdiction may deem applicable hereto. If, from any
circumstances whatsoever, the fulfillment of any provision of the Bonds, this Indenture or the other Bond Documents shall involve the payment of interest in excess of the limit prescribed
by any law which a court of competent jurisdiction may deem applicable hereto, then the obligation to pay interest hereunder shall be reduced to the maximum limit prescribed by law.
If from any circumstances whatsoever, the Bondholders shall ever receive anything of value deemed interest, the amount of which would exceed the highest lawful rate, such amount as would
be excessive interest shall be deemed to have been applied, as of the date of receipt by the Bondholders, to the reduction of the principal remaining unpaid hereunder and not to the
payment of interest, or if such excessive interest exceeds the unpaid principal balance, such excess shall be refunded to the Borrower. This paragraph shall control every other provision
of the Bonds, this Indenture and all other Bond Documents.
33 In determining whether the amount of interest charged and paid might otherwise exceed the limit prescribed by law, the Issuer intends and agrees that (i) interest shall be computed
upon the assumption that payments under the Loan Agreement and other Bond Documents will be paid according to the agreed terms, and (ii) any sums of money that are taken into account
in the calculation of interest, even though paid at one time, shall be spread over the actual term of the Bonds. (i) Payment of Bond Obligations. Payments of the Bond Obligations shall
be made on the applicable Bond Payment Dates to the Registered Holders as provided herein. The Bond Obligations shall be payable in lawful money of the United States of America by check
drawn upon the Trustee and mailed by first class mail, postage prepaid, on the Bond Payment Date to the persons in whose names the Bonds are registered in the Bond Register at the close
of business on the Record Date, except that if a Registered Holder so elects, any payment of Bond Obligations due to such Registered Holder shall be made by wire transfer of federal
reserve funds to any account in the United States of America designated by such Registered Holder if such Registered Holder, at its expense, (a) so directs by written notice delivered
to the Trustee at least ten (10) Business Days before the date upon which such wire transfer or other arrangement is to be made and (b) otherwise complies with the reasonable requirements
of the Trustee. (j) No Presentation. No presentation or surrender of Bonds shall be required in connection with any partial redemption of any Bond. The Trustee shall maintain a record
of the remaining Outstanding of each maturity of Bonds and shall, upon any transfer or exchange, issue the replacement Bond in the principal amount Outstanding. (k) Draw-down Bonds.
The Bonds are issued as draw-down Bonds. The Bond Purchaser shall fund the purchase price of the Bonds from time to time, in accordance with the Bond Purchase Agreement, to provide funds
for deposit in in the Project Fund for the payment of requisitions therefrom. The initial purchase of Bonds by the Bond Purchaser on the Closing Date will be in an amount equal to $_________.
Amounts subsequently funded in such manner shall be noted on the principal draw-down schedule attached to each Bond and acknowledged thereon by the Trustee. In lieu of notation on the
Bonds by the Trustee of the principal amount funded with respect to the Bonds, the Trustee may record such information in the Bond recordkeeping system maintained by the Trustee. Upon
deposit by the Bond Purchaser of each installment of the purchase price of each drawdown Bond and notation on the applicable Bond principal schedule by the Trustee, the aggregate amount
of Bonds purchased shall be deemed Outstanding and shall begin to accrue interest. Notwithstanding anything herein to the contrary, the aggregate purchase price of the Bonds funded by
the Bond Purchaser may not exceed the Authorized Amount and no additional amounts may be funded after December 31, 2015 unless there is delivered to the Trustee an Opinion of Bond Counsel
that such additional funding will not adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation. (l) Contingency Draw-Down Agreement.
The Issuer has reviewed and approved the form of Contingency Draw-Down Agreement and consents to the terms thereof and agrees to take all actions reasonably required of the Issuer in
connection with the conversion of the Bond issue to a fully funded Bond issue pursuant to the provisions of the Contingency Draw-Down Agreement in the event a Draw-Down Notice is filed
by the Bond Purchaser or the Borrower. The Issuer shall deliver and deposit with the Bond Purchaser such additional documents, financing statements, and
34 instruments as the Bond Purchaser or Trustee may reasonably require from time to time with respect to any amounts held under the Contingency Draw-Down Agreement for the better perfecting
and assuring to the Trustee of its lien and security interest in and to the Trust Estate, at the expense of the Borrower. Section 4.2 Form of Bonds. The Bonds and the certificate of
authentication thereof shall be substantially in the respective forms set forth in Exhibit F or exhibit I attached hereto, as applicable with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of such Bond. Bonds may be typewritten, printed, engraved, lithographed or otherwise produced. Section 4.3 Execution, Authentication and Delivery. (a) The Bonds shall
be executed on behalf of the Issuer by the manual or facsimile signature of Authorized Issuer Representative and countersigned by the manual or facsimile signature of the Secretary of
the Board of Commissioners of the Issuer. Bonds bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them shall have ceased to hold such offices prior to the authentication and delivery of the Bonds or shall not have held such offices
at the date of the Bonds. (b) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Bonds executed by the Issuer to the Trustee
for authentication, and the Trustee shall authenticate and deliver such Bonds as provided in this Indenture. (c) No Bonds shall be secured by, or be entitled to any lien, right or benefit
under, this Indenture or be valid or obligatory for any purpose, unless there appears on such Bonds a certificate of authentication substantially in the form provided for herein, executed
by the Trustee by manual signature, and such certificate upon the definitive Bonds shall be conclusive evidence, and the only evidence, that such definitive Bonds have been duly authenticated
and delivered hereunder. Section 4.4 Registration; Transfer and Exchange. (a) The Issuer shall cause the Trustee to keep at the Office of the Trustee the Bond Register in which, subject
to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of the Bonds and registration of transfers of the Bonds entitled to be registered or
transferred as herein provided. The Trustee is hereby appointed Bond Registrar hereunder for the purpose of registering and transferring the Bonds as herein provided. (b) Subject to
subsection (e) of this Section, upon the initial issuance of Bonds, upon surrender for transfer of Bonds at the Office of the Trustee and upon presentation of Bonds for exchange for
Bonds of other Authorized Denominations, the Issuer shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, new Bonds of
Authorized Denominations and of like principal amounts. (c) Any Bonds surrendered upon any exchange or transfer provided for in this Indenture shall be promptly canceled by the Trustee
and retained by the Trustee in accordance with its document retention policies.
35 (d) Any Bonds issued upon any transfer or exchange of Bonds shall be the valid obligation of the Issuer and entitled to the same security and benefits under this Indenture as the
Bonds surrendered upon such transfer or exchange. (e) Unless the Bonds are rated “A,” without regard to a modifier (or the equivalent) or better by a Rating Agency, the Bonds shall be
sold and subsequently transferred only to Qualified Institutional Buyers or Accredited Investors that execute and deliver to the Trustee an Investor Letter in substantially the form
attached hereto as Exhibit D. Notwithstanding the preceding sentence, no Investor Letter shall be required for the Bond Purchaser to (i) transfer Bonds to a Qualified Institutional Buyer
or to any affiliate or other party which the transferor represents in writing to the Trustee is an affiliate of or related to the Bondholder so long as the Bondholder, in this instance,
is itself a Qualified Institutional Buyer, and such transferee has agreed in writing to indemnify the the Issuer in substantially the form set forth in Section 9 of the Investor Letter
attached hereto as Exhibit C, or (ii) sell or transfer the Bonds to a special purpose entity, a trust or custodial arrangement, from which the Bonds are to be sold in minimum authorized
denominations of $250,000 only to beneficial owners who are Qualified Institutional Buyers who will sign an investor letter to substantially the same effect as the Investor Letter, including
without limitation indemnification of the Issuer in substantially the form set forth in Section 9 of the Investor Letter attached hereto as Exhibit C. (f) No service charge shall be
made for any transfer or exchange of the Bonds, but the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of the Bonds. Such sums shall be paid in every instance by the transferor or transferee of the Bonds. (g) The Trustee shall not be required
(i) to transfer or exchange any Bonds during any period beginning at the opening of business fifteen (15) days before the day of the mailing of a notice of redemption of the Bonds and
ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bonds so selected for redemption or (iii) to transfer any Bonds without receipt of a duly
executed Investor Letter to the extent required by subsection (e) above. (h) Notwithstanding the foregoing, any Bonds purchased by the Borrower pursuant to Section 6.9 hereof shall,
so long as such Bonds are not rated “A” without regard to modifier (or the equivalent) or better by a Rating Agency, only be held by the Borrower in whole, transferred in whole to a
Qualified Institutional Buyer (only in the case of a purchase by the Borrower pursuant to Section 6.9), or transferred in whole to an affiliate of the Bondholder so long as the Bondholder,
in this instance, is itself a Qualified Institutional Buyer. Notwithstanding the foregoing, any Bonds purchased by the Borrower pursuant to Section 6.10 hereof shall only be held by
the Borrower in whole and may only be transferred in whole to (i) an affiliate of the Borrower, (ii) the Bondholder Representative, or (iii) an affiliate of the Bondholder Representative.
Section 4.5 Mutilated Destroyed, Lost and Stolen Bonds. (a) If (i) any mutilated Bonds are surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Bonds, and (ii) there is delivered to the Trustee such security or indemnity as may be required by the Trustee or the Issuer to save the Issuer and the Trustee harmless,
then, in the absence of notice to the Trustee that such Bonds have been acquired by a bona fide purchaser, the Issuer shall execute and the Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bonds, new Bonds of like series, tenor and principal amount, bearing numbers not contemporaneously outstanding.
In the event any Bond shall have matured,
36 instead of issuing a replacement Bond as provided above, the Trustee may pay the same upon receipt by the Trustee of indemnity satisfactory to it. (b) Upon the issuance of any new
Bonds under this Section, the Issuer or Trustee may require the payment by the Registered Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other reasonable expenses connected therewith. (c) Every new Bond issued pursuant to this Section in lieu of any destroyed, lost or stolen Bonds shall constitute
an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Bonds shall be at any time enforceable by anyone, and shall be entitled to all
the security and benefits of this Indenture. (d) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed lost or stolen Bonds. Section 4.6 Persons Deemed Deemed Owners. The Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the person in whose name the Bonds are registered as the owner of the Bonds for the purpose of receiving payment of the Bond Obligations and for all other purposes whatsoever
whether or not the Bonds are overdue, and, to the extent permitted by law, neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary. Section 4.7
Cancellation. Any Bonds surrendered for payment, redemption, transfer or exchange, shall be promptly canceled and retained or destroyed by the Trustee in accordance with its document
retention policies. No Bonds shall be authenticated in lieu of or in exchange for any Bonds canceled as provided in this Section, except as expressly provided by this Indenture. Section
4.8 Book-Entry System. (a) The Bonds may be issued pursuant to a Book-Entry System administered by the Securities Depository with no physical distribution of Bond certificates to be
made except as provided in this Section 4.8 only (i) if the Bonds are rated “A” without regard to modifier (or the equivalent) or better by a Rating Agency; or (ii) if the Bonds are
held in a trust or other custodial arrangement all of the interests (other than residual interests) in which are credit enhanced and rated “A” without regard to modifier (or equivalent)
or better by a Rating Agency. Subordinate Bonds may not be issued pursuant to a Book-Entry System administered by the Securities Depository with no physical distribution of Bond certificates
to be made. (b) So long as a Book-Entry System is in effect for the Bonds, one Bond for each Series in the aggregate principal amount of each maturity of such Bonds will be issued and
deposited with the Securities Depository to be held in its custody. Such Bond or Bonds shall be registered in the name of the Securities Depository Nominee. The Book-Entry System will
be maintained by the Securities Depository and the participants and indirect participants and will evidence beneficial ownership of the Bonds in Authorized Denominations, with transfers
of ownership effected on the records of the Securities Depository, the participants and the indirect participants pursuant to rules and procedures established by the Securities Depository,
the Participants and the Indirect Participants. The principal or purchase price of and any premium on each Bond shall be payable to the Securities Depository Nominee or any other person
appearing on the Bond Register maintained by the Trustee as the registered Bondholder or his registered assigns or legal representative. So long as the Book-Entry System is in effect,
the Securities Depository will be recognized as the sole
37 Bondholder for all purposes. Transfers or exchanges, payments of principal, purchase price, interest and any premium and notices to Participants and Indirect Participants will be
the responsibility of the Securities Depository, and transfers or exchanges, payments of principal, purchase price, interest and any premium and notices to Beneficial Owners will be
the responsibility of the Participants and the Indirect Participants. No other party (including the Trustee) will be responsible or liable for such transfers or exchanges, payments or
notices or for maintaining, supervising or reviewing such records maintained by the Securities Depository, the Participants or the Indirect Participants. While the Book-Entry System
is in effect, notwithstanding any other provisions set forth herein, payments of principal or purchase price of, redemption premium, if any, and interest on the Bonds shall be made to
the Securities Depository Nominee or the Securities Depository, as the case may be, by wire transfer in immediately available funds to the account of such entity. Notwithstanding the
provisions of this Section 4.8(b), Subordinate Bonds may not be issued pursuant to a Book-Entry System administered by the Securities Depository with no physical distribution of Bond
certificates to be made. (c) The Issuer, subject to the applicable rules of the Securities Depository, may at any time, at the written request of the Bondholder Representative or the
Borrower, elect (i) to provide for the replacement of any Securities Depository as the depository for the Bonds with another qualified Securities Depository, or (ii) to discontinue the
maintenance of the Bonds under a Book-Entry System. Upon written notice of such election from the Issuer, the Trustee shall give 30 days’ prior notice of such election to the Securities
Depository (or such fewer number of days as shall be acceptable to such Securities Depository and the Trustee). The Bondholder Representative may elect from time to time to discontinue
the Book-Entry System solely for purposes of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election.
(d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry System, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such Bonds, or their
designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities
Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall
be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event,
the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the
names of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial
Owners, or their designees, shall be in fully registered form substantially in the form set forth in Exhibit A. In such event, this Indenture may be amended as the parties deem necessary
pursuant to Section 13.1(f) in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities
Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit G,
as applicable registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower and the Trustee shall have no liability for the failure of any Securities
Depository to perform its obligation to any Participant, any Indirect Participant or any
38 Beneficial Owner of any Bonds, and none of them shall be liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform
any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the
Issuer and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations
and any provisions of this Indenture, then, for as long as the initial Securities Depository shall serve with respect to the Bonds, the terms of the Letter of Representations shall govern.
The Trustee shall comply with all the rules, regulations, policies and procedures of the Securities Depository in order to effectuate the provisions and intent of this Indenture, the
Issuer and the Bondholder Representative, including, without limitation, the obligation to make all required elections to ensure the pro rata partial redemption payments required in
Section 6.14. (h) The Issuer, the Borrower and the Trustee may rely conclusively upon (1) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry
System; (2) a certificate of any Participant as to the identity of any Indirect Participant and (3) a certificate of any Participant or Indirect Participant as to the identity of, and
the respective principal amount of Bonds beneficially owned by, the Beneficial Owners. Section 4.9 Conversion of Interest Rate Modes. (a) On any Interest Period Reset Date occurring
after the Bonds may first be optionally redeemed at a price of not greater than par plus accrued interest to the redemption date pursuant to Section 6.1, Bonds bearing interest at one
Interest Rate Mode may be converted to a different Interest Rate Mode upon receipt by the Trustee and the Remarketing Agent of a written Notice of Interest Rate Conversion substantially
the form as set forth in Exhibit D hereto from the Authorized Borrower Representative not less than 30 days prior to such Interest Period Reset Date. Such direction to convert the interest
rate on the Bonds to a different Interest Rate Mode shall be accompanied by (i) a Bond Counsel No Adverse Effect Opinion delivered to the Issuer, the Trustee, the Bondholder Representative,
the Credit Facility Provider and the Remarketing Agent with respect to the conversion; (ii) in the case of a conversion to an Interest Rate Mode of 270 days or longer, either an Opinion
of Counsel delivered to the Issuer, the Remarketing Agent and the Trustee stating that Securities and Exchange Commission Rule 15c2-12 provides an exemption with respect to the Bonds
or evidence satisfactory to the Issuer delivered to the Issuer that the requirements of such Rule are being complied with; (iii) evidence satisfactory to the Trustee that the interest
component of the Credit
Facility, if applicable, is equal to the amounts set forth in subsection (b) below; and (iv) written certificates of the Remarketing Agent and the Issuer stating that they have received
certifications, opinions or other evidence satisfactory to them that there has been or will be compliance with any applicable state or federal securities law requirements. (b) If the
Bonds bear interest at the Daily Interest Rate or the Weekly Interest Rate, the Borrower shall be required to provide a Credit Facility with an interest coverage period that shall be
sufficient to maintain the rating on the Bonds as required and confirmed by the Rating Agency. If the Bonds bear interest at the MMD Index Rate, the SIFMA Index Rate, the Term Rate or
the Fixed Interest Rate and are covered by a Credit Facility, the interest coverage period shall be sufficient to maintain the rating on the Bonds as required and confirmed by the Rating
Agency. Notwithstanding any provision of this paragraph, no conversion of Interest Rate Modes shall be effective if (A) the
39 Borrower makes an election on or prior to the day immediately succeeding any Interest Rate Determination Date not to proceed with the proposed conversion or (B) the Trustee has not
received on the effective date of such conversion each of the items described in clauses (i) – (iv) above, to the extent applicable. In either such event, the Interest Rate Mode for
the Bonds will remain as the Interest Rate Mode then in effect for the Bonds without regard to any proposed conversion. The Bonds will continue to be subject to tender for purchase on
the scheduled effective date of the proposed conversion without regard to the failure of such proposed conversion. If the Trustee shall have sent any notice to Holders regarding the
proposed conversion, in the event of a failure of such conversion as specified above, the Trustee shall promptly notify all Holders of such failure, of the reason for such failure, and
of the continuation of the Interest Rate Mode then in effect. (c) The determination of the interest rate for the Bonds upon a conversion shall be conclusive and binding upon the Borrower,
the Trustee, the Credit Facility Provider and the respective Holders of the Bonds. (d) On the related Interest Rate Determination Date, the Remarketing Agent or the Indexing Agent, as
the case may be, shall give the Trustee, the Credit Facility Provider and the Borrower electronic notice of the interest rate to be borne by the Bonds for the following Interest Rate
Period; provided that if the interest rate is determined pursuant to clause (b) of the definition of Daily Interest Rate, Weekly Interest Rate or Term Rate on the Interest Rate Determination
Date, the Trustee shall give such notice to the Borrower and the Credit Facility Provider. (e) If the interest rate on the Bonds is converted to a different Interest Rate Mode, at least
25 days prior to the Interest Period Reset Date the Trustee shall notify the Holders of all outstanding Bonds by first class mail that, upon such Interest Period Reset Date, the Bonds
shall be converted to a different Interest Rate Mode, and that all Bonds shall be subject to a mandatory tender pursuant to Section 5.2. Section 4.10 Provision of Credit Facility. The
Borrower may, on any Bond Payment Date or Interest Period Reset Date occurring after the Bonds may first be optionally redeemed at a price of not greater than par plus accrued interest
to the redemption date pursuant to Section 6.1, arrange for the delivery to the Trustee of a Credit Facility. Any Credit Facility shall satisfy the following conditions, as applicable:
(a) The Credit Facility shall (i) be in an amount equal to the aggregate principal amount of the Bonds Outstanding (other than, if elected by the Borrower, Subordinate Bonds) from time
to time plus the interest component necessary to provide coverage satisfactory to the Rating Agency; (ii) provide for payment in immediately available funds to the Trustee upon receipt
of the Trustee’s request for such payment with respect to any Bond Payment Date and Bond Purchase Date; (iii) if the Credit Facility is provided to secure Bonds during a Term Rate Mode,
provide an expiration date no earlier than the earliest of (A) the day following the last day of such Interest Rate Period; (B) ten (10) days after the Trustee receives notice from the
Credit Facility Provider of an Event of Default hereunder or a default under and as defined in the Reimbursement Agreement and a direction to redeem all Outstanding Bonds; (C) the date
on which all Bonds are paid in full and this Indenture is discharged in accordance with its terms; and (D) the date on which the Bonds become secured by an alternate Credit Facility
in accordance with the terms of the Reimbursement Agreement; (iv) unless waived by the Issuer in its sole discretion, result in the Bonds receiving a long-term rating or shortterm rating,
or both, as applicable for the Interest Rate Mode then in effect, for the long term rating in one of the two highest rating categories of the Rating Agency without regard to pluses or
minuses,
40 and for the short term rating in the highest rating category of the Rating Agency without regard to pluses or minuses; and (v) have a stated expiration or termination date not sooner
than one year following its effective date. (b) In connection with the delivery of a Credit Facility, the Trustee must receive (i) an opinion of counsel to the Credit Facility Provider
issuing the Credit Facility, in form and substance satisfactory to the Issuer and the Trustee, relating to the due authorization and issuance of the Credit Facility, its enforceability,
that the statements made relating to the Credit Facility and Reimbursement Agreement contained in any disclosure document or supplement to the existing disclosure document related to
the Bonds are true and correct, that the Credit Facility and the Bonds enhanced by the Credit Facility are not required to be registered under the Securities Act of 1933, and, if required
by the Rating Agency, that payments made by the Credit Facility Provider pursuant to the Credit Facility will not be voidable under Section 547 of the Bankruptcy Code and would not be
prevented by the automatic stay provisions of Section 362(a) of the Bankruptcy Code, in the context of a case or proceeding by or against the Borrower, a Borrower Controlling Entity
or by the Issuer under the Bankruptcy Code; (ii) a Bond Counsel No Adverse Effect Opinion with respect to the delivery of such Credit Facility; and (iii) such other opinions, certificates
and agreements as the Bondholder Representative or its counsel and counsel to the Borrower, Issuer and Trustee reasonably require. ARTICLE V OPTIONAL AND MANDATORY TENDERS Section 5.1
Optional Tenders. (a) While the Bonds bear interest at the Daily Interest Rate or Weekly Interest Rate, on each Interest Rate Adjustment Date, each Holder of Bonds shall have the option
to tender for purchase at 100% of the principal amount thereof plus accrued interest, if any, all of the Bonds owned by such Holder, or such lesser principal amount thereof (in denominations
of of $250,000 or integral multiples of $5,000 in excess thereof, provided that the untendered portion of any Bond shall be $250,000 or more in principal amount) as such Holder may specify
in accordance with the terms, conditions and limitations set forth below. The purchase price for each such Bond, or portion thereof, shall be payable in lawful money of the United States
of America by check or draft, shall equal the principal amount, or such portion thereof, to be purchased and accrued interest, if any, and shall be paid in full on the applicable Bond
Purchase Date by check or wire transfer at the direction of the Holder but only upon delivery and surrender of such Bond to the Trustee. (b) To exercise the option granted in Section
5.1(a), the Holder shall (i) no later than seven (7) calendar days (or the next preceding Business Day if such seventh day is not a Business Day) prior to the Bond Purchase Date in the
case of Bonds in the Weekly Interest Rate Mode and no later than 8:00 a.m., New York, New York time, on the Bond Purchase Date in the case of Bonds in the Daily Interest Rate Mode, give
notice to the Trustee by telecopy or in writing, with a copy to the Remarketing Agent, which states (A) the name and address of the Holder, (B) the principal amount, CUSIP number and
Bond numbers of the Bonds to be purchased, (C) that such Bonds are to be purchased on the related Bond Purchase Date pursuant to the terms hereof, and (D) that such notice is irrevocable;
and (ii) deliver to the Office of the Trustee the Bonds to be purchased in proper form, or in the case of a Beneficial Owner, no later than 10:00 a.m. New York, New York time on the
Bond Purchase Date, cause the transfer of the Beneficial Owner’s interest on the records of the Depository,
41 in accordance with the instructions of the Trustee. Upon receipt, the Trustee shall immediately forward such notice to the Remarketing Agent. (c) Any Bonds for which a notice of tender
has been given by the Holder shall be deemed to be tendered for remarketing notwithstanding any failure of delivery of such Bonds to the Trustee. Subject to the right of such non-delivering
Holders to receive the Purchase Price of such Bonds and interest accrued thereon to the day preceding the applicable Bond Purchase Date, such Bonds shall be null and void and the Trustee
shall authenticate and deliver new Bonds in replacement thereof pursuant to the remarketing of such Bonds or the pledge of such Bonds to the Credit Facility Provider in lieu of remarketing
such Bonds as described in Section 5.5. Any Beneficial Owners who have elected to tender their Beneficial Ownership interests pursuant to Section 5.1(b) shall be obligated to transfer
such Beneficial Ownership interests on the record of the Securities Depository. (d) Upon the giving of the notice pursuant to Section 5.1(a) with respect to Bonds or portions of Bonds,
the Holder’s tender of such Bonds or portions thereof shall be irrevocable. If less than all of a Bond so delivered or deemed tendered is to be purchased, the Trustee shall, pursuant
to this Indenture, authenticate one or more Bonds in exchange therefor, registered in the name of such Holder, having the aggregate principal amount being retained by such Holder, and
shall deliver such authenticated Bond or Bonds to such Holder. (e) While tendered Bonds are in the custody of the Trustee pending purchase pursuant hereto, the tendering Holders thereof
shall be deemed the Owners thereof for all purposes, and interest accruing on tendered Bonds through the day preceding the applicable Bond Purchase Date is to be paid from the Bond Fund
as if such Bonds had not been tendered for purchase. (f) Notwithstanding anything herein to the contrary, any Bond or portion thereof tendered under this Section 5.1 will not be purchased
if such Bond or portion thereof matures or is redeemed on or prior to the applicable Bond Purchase Date. Section 5.2 Mandatory Tenders. (a) Holders of Bonds shall be required to tender
their Bonds to the Trustee on any Mandatory Tender Date. Any Bond required to be tendered on a Mandatory Tender Date that is not tendered as of such date shall be deemed to have been
tendered to the Trustee on such date and shall thereafter cease to bear interest and no longer be considered to be Outstanding hereunder subject to the right of the Holders of such Bonds
to receive the Purchase Price of such Bonds and interest accrued thereon to the Bond Purchase Date. (b) At least 25 days prior to any Mandatory Tender Date, the Trustee shall notify
the Remarketing Agent and the Holders of all Outstanding Bonds by first-class mail of the Mandatory Tender Date and advise the Holders that all Bonds shall be subject to mandatory tender
on such Mandatory Tender Date from the sources available pursuant to Section 5.3, at a Purchase Price equal to the principal amount thereof plus accrued interest, if any. Section 5.3
Remarketing of Bonds. (a) Upon the receipt by the Remarketing Agent of any notice from the Trustee that any Bondholder (or Participant or Indirect Participant or any Beneficial Owner
making an election pursuant to Section 5.1(b) with respect to any Bonds in “book entry only” form) has delivered a
42 notice pursuant to Section 5.1(b), or upon receipt of any notice from the Trustee of Bonds deemed to have been tendered in accordance with the provisions of Section 5.2, the Remarketing
Agent shall offer for sale and use its best efforts to market the Bonds referred to in such notice from a Bondholder or such notice from the Trustee at a price of par plus accrued interest
to the Bond Purchase Date, in accordance with the Remarketing Agreement; provided, however, that the Remarketing Agent shall not knowingly offer for sale or sell such Bonds to the Issuer,
the Borrower or any Borrower Controlling Entity, member or any guarantor of the Borrower. The Remarketing Agent has no obligation to remarket Bonds registered in the name of the Borrower,
the Credit Facility Provider or any Borrower Controlling Entity, member or guarantor of the Borrower unless the Credit Facility shall be in full force and effect after such remarketing.
(b) No Bond or portion thereof tendered pursuant to Section 5.1 or Section 5.2 shall be remarketed at a price less than 100% of the principal amount thereof plus accrued interest, if
any. The Remarketing Agent shall have the right to purchase any Bond tendered or deemed tendered pursuant to Section 5.1 or Section 5.2 at 100% of the principal amount thereof, and to
thereafter sell such Bond. Any such purchase shall constitute a remarketing hereunder. (c) By 4:00 p.m., New York, New York time on the Business Day immediately prior to each Bond Purchase
Date (other than in the case of the exercise of an optional tender right when the Bonds are in Daily Interest Rate Mode) or by 10:00 a.m., New York, New York time on the Bond Purchase
Date (in the case of the exercise of an optional tender right when the Bonds are in Daily Interest Rate Mode), the Remarketing Agent shall give telephonic notice, promptly confirmed
in writing and transmitted by facsimile, to the Trustee, the Borrower and the Credit Facility Provider stating the principal amount of Bonds that have been remarketed successfully, specifying
the names, addresses, and taxpayer identification numbers of the purchasers of, and the principal amount and denominations of, such Bonds, if any, for which it has found purchasers as
of such date, and the Purchase Price at which the Bonds are to be sold (which shall be par plus accrued interest to the Bond Purchase Date). (d) The Remarketing Agent shall deliver to
the Trustee, no later than 10:30 a.m., New York, New York time, on the Bond Purchase Date, in immediately available funds, the remarketing proceeds to the extent the Bonds have been
successfully remarketed. Upon receipt by the Trustee of such amount from the Remarketing Agent, the Trustee, shall transfer the registered ownership of the Bonds to the respective new
purchasers and deliver such Bonds to such purchasers upon deposit of the Purchase Price with the Trustee. The Trustee shall hold all Bonds delivered to it in trust for the benefit of
the respective Bondholders which shall have so delivered such Bonds until money representing the Purchase Price of such Bonds shall have been delivered to or for the account of or to
the order of such Bondholders. The Trustee shall remit the Purchase Price of such Bonds to the tendering Bondholder or Bondholders entitled to the same as provided in Sections 5.1 or
5.2. In the event that the Remarketing Agent or any purchaser that shall have been identified by the Remarketing Agent to the Trustee shall fail to pay the Purchase Price for any Bonds
prior to 10:30 a.m., New York, New York time, on the Bond Purchase Date, the Trustee shall not be obligated to accept such amount after such time. The Trustee will immediately notify
by telephone, the Credit Facility Provider, the Borrower and the Remarketing Agent of any such failure to receive the Purchase Price for such Bonds. On the Bond Purchase Date, the Trustee
shall notify by telephone, the Credit Facility Provider, the Borrower and the Remarketing Agent of the amount of funds held by the Trustee as of 10:30 a.m., New York, New York time,
on such date constituting the Purchase Price of the Bonds remarketed by the Remarketing Agent, promptly confirmed in writing and transmitted by facsimile. The Trustee shall hold all
money delivered to it for the purchase of Bonds (including
43 any remarketing proceeds, proceeds from the Borrower pursuant to Section 5.4(b)(ii) hereof or proceeds of draws on the Credit Facility) in trust in a non-commingled account to be
known as the “Bond Purchase Fund” for the benefit of the person or entity which shall have so delivered such money until the Bonds purchased with such money shall have been delivered
to or for the account of such person. Such money shall be held uninvested except as directed in writing by the Credit Facility Provider and then only in Permitted Investments of the
type described in clauses (a) and (b) of the definition thereof. The Issuer and the Borrower shall not have any right, title or interest in such money. (e) If all of the Bonds shall
have been called for redemption during any period when the Bonds bear interest at the Daily Interest Rate or Weekly Interest Rate, the Bonds may continue to be remarketed until the redemption
date, provided the purchasers of such Bonds are given notice of the call for redemption prior to purchase of any Bonds. (f) Anything herein to the contrary notwithstanding, no Bonds
shall be purchased or remarketed pursuant to this Section if an Event of Default hereunder shall have occurred and be continuing and would not be cured as a result of such tender and
remarketing of the Bonds or following a declaration of acceleration of the Bonds; nor shall any Bond be purchased pursuant to this Section if such Bond is registered in the name of the
Issuer, the Borrower or the Credit Facility Provider, or known by the Trustee (the Trustee shall have no duty to inquire as to any such nominees) to be registered in the name of any
Borrower Controlling Entity, member or guarantor of the Borrower or any nominee of the Issuer, the Borrower, the Credit Facility Provider, or any such Borrower Controlling Entity, member
or guarantor of the Borrower unless the Credit Facility will be in full force and effect after such purchase with respect to such Bonds after such purchase, nor shall any Bond be purchased
if, following a failed remarketing pursuant to the provisions of this Section, the Trustee does not have sufficient proceeds to pay the Purchase Price to tendering Holders of the Bonds,
taking into account draws from any incoming or outgoing Credit Facility and Eligible Funds received from the Borrower pursuant to Section 5.4(b). In the event of such failed remarketing,
the Bonds shall remain Outstanding in the Interest Rate Mode in effect immediately preceding the related Mandatory Tender Date. Section 5.4 Trustee to Pay Purchase Price. (a) In the
event that either the Trustee shall not have received notice of successful remarketing of tendered Bonds by the day that is one (1) Business Day prior to the Bond Purchase Date (other
than in the case of the exercise of an optional tender when the Bonds are in the Daily Interest Rate Mode) or by 10:00 a.m. New York, New York time on the Bond Purchase Date (in the
case of the exercise of an optional tender when the Bonds are in the Daily Interest Rate Mode), or the proceeds of remarketing of any tendered Bond have not been received by the Trustee
on or prior to 10:30 a.m., New York, New York time on the Bond Purchase Date, the Trustee shall, within the time required by the terms of the Credit Facility, draw on the then existing
Credit Facility in an amount sufficient to enable the Trustee to pay the Purchase Price of each such Bond when due. (b) On each Bond Purchase Date, the Borrower shall pay or cause to
be paid to the Trustee the Purchase Price of any Bonds tendered pursuant to, and in accordance with, Section 5.1 or Section 5.2 and which have not been remarketed pursuant to this Section
5.4, but only from (i) money obtained by the Trustee pursuant to the Credit Facility then in effect to enable the Trustee to pay the Purchase Price of such tendered Bonds, which amounts
shall be received by the Trustee at or before 12:00 p.m., New York, New York time, on the Bond Purchase Date; and (ii) Eligible Funds
44 from the Borrower to the extent that money obtained pursuant to (i) above are insufficient on any date to pay the Purchase Price of tendered Bonds. (c) Upon receipt of such Purchase
Price and upon receipt of the Bonds tendered for purchase pursuant to Section 5.1 or Section 5.2, the Trustee shall pay such Purchase Price to the Registered Holders thereof; provided,
that if the Purchase Price was theretofore paid from the proceeds of a draw on the Credit Facility, the Trustee shall pay such amount to the Credit Facility Provider. Any amounts drawn
under the Credit Facility to purchase Bonds shall be used solely for such purpose. Any Bonds so purchased with amounts drawn under the Credit Facility by the Trustee shall be purchased
for the account of the Borrower and registered as provided in the Reimbursement Agreement. Amounts drawn under the Credit Facility that are not used to purchase Bonds pursuant to this
Section 5.4 shall be remitted by the Tender Agent or the Trustee to the Credit Facility Provider promptly upon payment of the Purchase Price of the Bonds. (d) Except with respect to
any Bonds purchased in lieu of redemption or acceleration pursuant to the provisions hereof, the Issuer, the Borrower or any Borrower Controlling Entity, member or any guarantor of the
Borrower may not purchase any Bonds, from the Remarketing Agent or otherwise. Section 5.5 Delivery of Purchased Bonds and Remarketing of Pledged Bonds. Bonds purchased by the Trustee
on a Bond Purchase Date shall be delivered as follows: (a) Bonds sold by the Remarketing Agent pursuant to Section 5.3 shall be delivered to the purchasers thereof. The Remarketing Agent
and the Trustee shall take such actions as may be necessary to reflect the transfer of any beneficial ownership interests to the purchasers thereof in the Book-Entry System maintained
by the Securities Depository. (b) Bonds not sold by the Remarketing Agent pursuant to Section 5.3 shall be held as Pledged Bonds by the Trustee, as agent for the Credit Facility Provider
or the Borrower, as the case may be, subject to any instructions from the Credit Facility Provider or the Borrower to deliver the Pledged Bonds to the Credit Facility Provider or the
Borrower and to the pledge in favor of the Credit Facility Provider or the Borrower created pursuant to the provisions of the Reimbursement Agreement. Any Pledged Bonds held by the Trustee
shall not be released or transferred except to the Credit Facility Provider, the Borrower or to the Remarketing Agent at the written direction of the Credit Facility Provider or the
Borrower as provided in the last paragraph of this Section. Bonds not sold by the Remarketing Agent shall be deemed purchased by the Credit Facility Provider upon application of the
proceeds of a draw on the Credit Facility to pay the Purchase Price thereof or by the Borrower upon receipt and application of Eligible Funds from the Borrower pursuant to Section 5.4(b)(ii)
to pay the Purchase Price thereof. (c) The Remarketing Agent shall use its best efforts to remarket Pledged Bonds. Upon the remarketing of the Pledged Bonds, the Remarketing Agent shall
notify the Credit Facility Provider, the Trustee and the Borrower of such remarketing, the name, address and social security or other tax identification number of the purchaser, and
the date (the “Pledged Bonds Remarketing Date”) that the purchaser shall deliver the Purchase Price to the Trustee by 11:00 a.m., New York, New York time. The Pledged Bonds Remarketing
Date shall be at least two Business Days after the date the notice of the purchase is given by the Remarketing Agent.
45 (d) No later than 11:00 a.m., New York, New York time, on each Pledged Bonds Remarketing Date, the Remarketing Agent shall pay to the Trustee, in immediately available funds, the
proceeds theretofore received by the Remarketing Agent from the remarketing of Pledged Bonds on such Pledged Bonds Remarketing Date; provided, that the Remarketing Agent may use its
best efforts to cause the purchasers of the remarketed Pledged Bonds to pay the Purchase Price plus accrued interest, if any, to the Trustee in immediately available funds. The proceeds
from the remarketing of the Pledged Bonds shall be segregated from any funds of the Borrower or the Issuer and shall in no case be considered to be or be assets of the Borrower or the
Issuer. The Trustee shall deposit such funds in the Bond Purchase Fund and shall pay the Credit Facility Provider such funds by wire transfer on the Pledged Bonds Remarketing Date. The
Credit Facility Provider shall deliver any Pledged Bonds held by the Credit Facility Provider (or evidence of book entry interests in such Pledged Bonds) which have been so remarketed
to the Trustee against payment on the Pledged Bonds Remarketing Date. With respect to any Pledged Bonds not so held by the Credit Facility Provider, the Credit Facility Provider shall
direct the Trustee to release such Pledged Bonds which have been so remarketed to the Remarketing Agent against payment therefor on the Pledged Bonds Remarketing Date. Notwithstanding
the foregoing, no Pledged Bonds shall be released until the Trustee shall have received evidence that the Credit Facility Provider has reinstated amounts available to be drawn on the
Credit Facility to an amount not less than 100% of the outstanding principal of, plus 35 days’ interest (or such larger days’ interest if the Rating Agency of the Bonds so requires)
on the Bonds computed at the Maximum Rate. On the Pledged Bonds Remarketing Date, the Trustee shall authenticate and deliver, if applicable, new Bonds in replacement of the remarketed
Pledged Bonds to the purchasers thereof. (e) The Pledged Bonds are pledged to the Credit Facility Provider or the Borrower, as applicable, and are secured by the Trust Estate. ARTICLE
VI REDEMPTION OF BONDS Section 6.1 Optional Redemption. The Bonds may be redeemed in whole or in part, on any Bond Payment Date (and during any Fixed Interest Rate Mode or Term Rate
Mode during which a Credit Facility enhances the Bonds, on the first Business Day of each month) or, upon satisfaction of the conditions set forth in Section 14.3, on any Business Day,
in each case, upon prepayment of the Note by the Borrower pursuant to Section 2.10 of the Loan Agreement at a Redemption Price equal to the principal amount to be prepaid, plus interest
thereon through the date fixed for redemption, plus any Prepayment Premium applicable upon the prepayment of the Note. The Bonds may be redeemed pursuant to this Section 6.1 at the Redemption
Price and upon notice to the Bondholders, given by the Trustee in accordance with Section 6.11. Except as otherwise provided under Section 14.3, no such optional redemption of Bonds
shall be permitted, unless the Trustee shall have received Eligible Funds in an amount that will be sufficient to pay the Redemption Price of the Bonds one Business Day prior to the
date that the Bonds are to be redeemed. In connection with a prepayment pursuant to Section 14.3, the Borrower may exercise such option by giving Written Notice to the Trustee, Bondholder
Representative and Servicer of its election to prepay the Note, not fewer than ten (10) Business Days prior to the proposed redemption date; provided, however, if, at the time of such
exercise, the Bonds are held in a Book-Entry System, the Borrower shall give any such greater notice as is required by the depository system then holding the Bonds. Any such notice shall
specify the date fixed for optional redemption and contain a
46 certification of the Borrower to the effect that all conditions precedent to such optional redemption have been (or will be, as of the optional redemption date) satisfied. The Trustee
shall, not fewer than eight (8) Business Days prior to the date set for such optional redemption, deliver a Written Certificate to the Borrower setting forth the amount of accrued interest
and Prepayment Premium, if any, that will be due and payable
as of the date fixed for optional redemption. Section 6.2 Mandatory Redemption From Amounts Transferred From Project Fund. The Bonds shall be redeemed in whole or in part, at the Redemption
Price, in the event and to the extent amounts remaining in the Project Fund are transferred to the Bond Fund pursuant to Section 8.7(f) hereof, on the first Bond Payment Date for which
notice of redemption can be given in accordance with Section 6.11 hereof. Section 6.3 Mandatory Redemption From Mandatory Prepayment of the Note. The Bonds shall be redeemed in whole
or in part, at the Redemption Price, upon mandatory prepayment of the Note by the Borrower as required by Section 2.11 of the Loan Agreement on the earliest Business Day for which notice
can be given in accordance with Section 6.11. Section 6.4 Mandatory Redemption For Loan Agreement Default. The Bonds shall be redeemed in whole or in part, at the Redemption Price, upon
the acceleration of the Note pursuant to Section 7.2 of the Loan Agreement and upon written direction of the Bondholder Representative to the Trustee, in the event of the occurrence
of a Loan Agreement Default and the expiration of the applicable grace period or notice and cure period, if any, specified therein, on the earliest Business Day for which notice can
be given as required by Section 6.11. Section 6.5 Mandatory Redemption From Amounts Transferred From Principal Reserve Fund. On each Bond Payment Date, Bonds shall be redeemed, in part,
at the Redemption Price, in an amount equal to the amount which has been transferred from the Principal Reserve Fund to the Bond Fund pursuant to Section 8.14. If no Principal Reserve
Fund Deposit Schedule is attached to the Note, no such redemption shall occur. In the event of a conversion to semi-annual Bond Payment Dates pursuant to Article IV, in lieu of the mandatory
redemption of Bonds as set forth in the preceding paragraph of this Section 6.5, the Bondholder Representative shall provide the Trustee with a Mandatory Redemption Schedule to be attached
hereto at such time as the Bonds shall be subject to mandatory sinking fund redemption, in part, at the Redemption Price pursuant to such schedule. Section 6.6 Mandatory Redemption From
Pre-Conversion Loan Equalization Payment. The Bonds shall be redeemed, in whole or in part, at the Redemption Price on the earliest Business Day for which notice can be given as required
by Section 6.11 in the event that the Borrower makes a Pre-Conversion Loan Equalization Payment and the Trustee has received a written direction from the Bondholder Representative to
redeem Bonds, in a principal amount equal to the amount of the Note prepaid by the Borrower. Section 6.7 Mandatory Sinking Fund Redemption. The Bonds shall be subject to redemption in
part on each Bond Payment Date in the amounts and on the dates set forth in the Mandatory Sinking Fund Redemption Schedule attached to the Note, at a redemption price equal to the principal
amount of the Bonds to be redeemed plus accrued but unpaid interest to the date of redemption, from amounts paid by the Borrower as principal under the Note without regard to Authorized
Denomination. A revised Mandatory Sinking Fund Redemption Schedule, calculated so
47 as to maintain level payments of debt service on the Bonds, may be delivered to the Trustee at any time by agreement of the Borrower and the Bondholder Representative, accompanied
by a Bond Counsel No Adverse Effect Opinion. If less than all of the Bonds have been redeemed other than from sinking fund installments applicable to such Bonds, the principal amount
of the Bonds to be redeemed in each month from sinking fund installments shall be decreased pro rata among all sinking fund installments applicable to such Bonds. Any such proportional
redemption shall be confirmed in writing by the Trustee to the Bondholder Representative and a new Mandatory Sinking Fund Redemption Schedule shall be provided by the Bondholder Representative
to the Trustee. In the event of (i) a conversion to semi-annual Bond Payment Dates pursuant to Article IV hereof or (ii) a partial prepayment of the Note after the occurrence of such
conversion, the Bondholder Representative will provide the Trustee with a revised Mandatory Sinking Fund Schedule to be attached to the Note and the Bonds shall be subject to redemption
pursuant to such revised schedule. Section 6.8 Mandatory Redemption Upon Sale of Project. The Bonds shall be redeemed in whole but not in part at the Redemption Price upon the Written
Direction of the Bondholder Representative no later than the day before (a) any sale of the Project, restructuring of the Borrower or any other event that would cause or be deemed to
cause an assumption of obligations of an unrelated party for purposes of Treasury Regulation §1.150-1(d)(2) (any such event referred to herein as a “Transfer”) which Transfer would occur
within six months of a “refinancing” (as contemplated by such Treasury Regulation), or (b) any “refinancing” that would occur within six months of a Transfer. Any mandatory redemption
pursuant to the foregoing sentence would occur following a mandatory prepayment of the Note pursuant to Section 2.11(d) of the Loan Agreement. Section 6.9 Purchase in Lieu of Redemption.
The Borrower shall have the option to cause the Bonds to be purchased by the Borrower or its designee in lieu of redemption pursuant to Section 6.1 and the Bondholder Representative
or the Borrower shall have the option to cause the Bonds to be purchased in lieu of redemption pursuant to Sections 6.3 and 6.4. Such option may be exercised by delivery to the Trustee
on or prior to the Business Day preceding the Redemption Date of a written notice of the Borrower or Bondholder Representative, as applicable, specifying that the Bonds shall not be
redeemed, but instead shall be subject to purchase pursuant to this Section. Upon delivery of such notice, the Bonds shall not be redeemed but shall instead be subject to mandatory tender
at the Purchase Price on the date that would have been the Redemption Date; provided that payment of such Purchase Price shall be made only in Eligible Funds. Section 6.10 Purchase of
Subordinate Bonds in Lieu of Redemption. Subject to the restrictions set forth in Sections 4.4(i) and 4.8 and and Article XVI, the Borrower shall have the option to cause the Bonds to
be purchased by the Borrower or its designee in lieu of redemption pursuant to Section 6.6, but only if such designation of Bonds as Subordinate Bonds shall not cause debt service on
the Bonds and Subordinate Bonds, if any, immediately prior to such designation to increase in any year the Bonds and Subordinate Bonds are outstanding. Such option may be exercised by
delivery to the Trustee on or prior to the Business Day preceding the Redemption Date of a written notice of the Borrower specifying that the Bonds shall not be redeemed, but instead
shall be subject to purchase pursuant to this Section. Upon delivery of such notice, the Bonds shall not be redeemed but shall instead be subject to mandatory tender at the Purchase
Price on the date that would have been the
48 Redemption Date and such Bonds so purchased shall become Subordinate Bonds upon compliance with the provisions of Article XVI. Section 6.11 Notice of Redemption. Not fewer than fifteen
(15) days, nor more than thirty (30) days before the Redemption Date of any Bonds to be redeemed, or in the case of an optional redemption pursuant to Section 6.1 or a mandatory redemption
pursuant to Section 6.8, not fewer than five (5) Business Days nor more than seven (7) Business Days before the Redemption Date, the Trustee shall cause a notice of any such redemption
to be mailed by first class mail (but by certified mail to the Bondholder Representative), postage prepaid, to the Registered Owners of the Bonds (with a copy to the Borrower and the
Issuer), provided that no prior notice of redemption shall be required in the case of a redemption pursuant to Section 6.7. Such notice shall also be given by registered, certified or
overnight mail, or by facsimile transmission promptly confirmed in writing, to all registered registered securities depositories then in the business of holding substantial amounts of
obligations of types comprising the Bonds and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds. The redemption notice
shall identify the Bonds or portions thereof to be redeemed and shall state: (1) the date of such notice and the redemption date; (2) the Redemption Price; (3) the original date of execution
and delivery of the Bonds to be redeemed; (4) the interest borne by the Bonds to be redeemed; (5) the date of maturity of the Bonds; (6) the numbers and CUSIP numbers of the Bonds to
be redeemed; (7) that the Redemption Price of any Bond is payable only upon the surrender of the Bond to the Trustee at the Office of Trustee; (8) the address at which the Bonds must
be surrendered; and (9) that interest on the Bonds called for redemption ceases to accrue on the redemption date, provided that, subject to the last paragraph of this Section 6.11, on
such redemption date Eligible Funds are on deposit in the Bond Fund sufficient to pay the Redemption Price of the Bonds in full. Any notice mailed pursuant to this Section except in
connection with a defeasance under Section 14.2 or 14.3, may state that the scheduled redemption is conditional to the extent that Eligible Funds are not held by the Trustee on the redemption
date; in which case, all Bonds shall be returned to the holders thereof and remain outstanding under the terms and conditions of this Indenture. Section 6.12 Deposit of Redemption Price
or Purchase Price. On (except as provided in Section 6.1) or prior to any Redemption Date or date of purchase in lieu of redemption, and as a condition to such redemption or purchase,
the Borrower shall, only to the extent of amounts due under the Note and the Loan Agreement, deposit or cause there to be deposited with the Trustee or applied in accordance with this
Indenture, Eligible Funds in an amount sufficient to pay the
49 Redemption Price or Purchase Price, as the case may be, of all of the Bonds to be redeemed or purchased on that date. Such money shall be held in trust for the benefit of the persons
entitled to such Redemption Price or Purchase Price and shall not be deemed to be part of the Trust Estate. Section 6.13 Bonds Payable on Redemption Date. Notice of redemption having
been given as aforesaid, the Bonds or portions thereof designated for redemption shall become due and payable on the Redemption Date at the Redemption Price and, from and after such
date (unless the Borrower shall fail to make a payment of the Redemption Price with Eligible Funds), such Bonds or portions thereof shall cease to bear interest from and after the Redemption
Date whether or not such Bonds are presented and surrendered for payment on such date. If any Bond or portion thereof called for redemption is not so paid upon presentation and surrender
thereof on the Redemption Date, such Bond or portion thereof shall continue to bear interest at the rate or rates provided for thereon until paid and the Registered Owners thereof shall
have all of the rights and be subject to the limitations set forth in Article XI hereof. Upon surrender of the Bonds for redemption in accordance with said notice, the Bonds shall be
paid by the Trustee on behalf of the Issuer at the Redemption Price to the extent of Eligible Funds held by the Trustee on such Redemption Date. Installments of interest due on or prior
to the Redemption Date shall be payable to the Registered Owners as of the relevant Record Dates, without surrender thereof, according to the terms of the Bonds and the provisions of
this Indenture. Section 6.14 Partial Redemption; Selection of Bonds. Redemption of Bonds, in part, shall be made on a Proportionate Basis from all maturities of Senior Bonds then Outstanding,
and once no Senior Bonds remain Outstanding, from all maturities of Subordinate Bonds. All partial redemptions of Bonds shall be made pro rata (or as nearly as practicable thereto, but
in no event, in amounts less than $5,000 except as provided in Section 6.5 and Section 6.7 hereof) within a maturity based on the principal amount of Outstanding Bonds held by such Holder
and the aggregate principal amount of Outstanding Bonds within such maturity; provided that, no Bond shall be in an amount less than an Authorized Denomination following such partial
redemption unless a pro rata redemption would require all Outstanding Bonds to be in an amount less than an Authorized Denomination; provided further that, at no time shall a single
entity owning a majority of the Bonds prior to such partial redemption lose its status as the Holder of a Majority Share solely because of such partial redemption. In the event such
partial redemption inadvertently leads to the entity owning a majority of Bonds prior to such partial redemption owning less than a majority solely as a result of such partial redemption,
such entity shall continue to exercise the rights provided hereunder for a beneficial owner of a majority of the Bonds, and the Trustee shall endeavor to remedy the relative proportions
of ownership of Bonds as soon as possible but no later than the next date on which Bonds will be redeemed. Upon surrender of any Bond for redemption in part, the Issuer shall execute
and the Trustee shall authenticate and deliver to the Registered Owner, at the expense of the Borrower, a new Bond or Bonds, in Authorized Denominations equal to the unredeemed portion
of the Bond so surrendered. ARTICLE VII DELIVERY OF BONDS; APPLICATION OF BOND PROCEEDS AND OTHER FUNDS Section 7.1 Conditions Precedent to the Initial Delivery of Bonds. Upon payment
for the initial installment of the Bonds, the Trustee shall authenticate the Bonds and deliver them to or on the order of the purchaser or purchasers as shall be directed by the Issuer
as hereinafter in this Section
50 provided. Prior to the delivery by the Trustee of any of the definitive Bonds there shall be filed with or received by the Trustee: (a) Executed counterparts of this Indenture, the
Loan Agreement, the Regulatory Agreement, the Bond Purchase Agreement, the Tax Certificate, the Continuing Disclosure Agreement, the Note, the Mortgage, any UCC financing statement required
by the Mortgage; (b) A certified copy of the Resolution; (c) The Purchase Price of the initial installment of the Bonds received from the Bond Purchaser in the amount set forth in Section
4.1(k); (d) An executed Investor Letter from the Bond Purchaser; (e) The Initial Bond Fund Deposit and the Costs of Issuance Deposit; (f) A Bond Counsel Approving Opinion; (g) A written
request and authorization by the Issuer to the Trustee to (i) authenticate and deliver the Bonds to or for the account of the Bond Purchaser upon receipt of the Purchase Price thereof
and (ii) to pay the Costs of Issuance; (h) An Opinion of Counsel from Bond Counsel to the effect that the Bonds are exempt from registration under the Securities Act of 1933, as amended,
and this Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended; (i) A request and authorization to the Trustee on behalf of the Issuer, executed by
the Authorized Representative of the Issuer, to authenticate the Bonds and deliver said Bonds to or on the order of the purchasers therein identified upon payment to the Trustee for
the account of the Issuer of the purchase price thereof, upon which the Trustee shall be entitled to rely conclusively as to the names of the purchasers and the amounts of such purchase;
(j) Certificates evidencing insurance required to be maintained as provided for in the Construction Funding Agreement as approved by the Bond Purchaser; and (k) Any other documents or
opinions that the Trustee, the Issuer, the Bond Purchaser or Bond Counsel may require. Section 7.2 Proceeds From Sale of Bonds and Other Closing Funds. The Trustee shall deposit the
proceeds proceeds derived from sale of the Bonds and amounts received from or on behalf of the Borrower, as follows: (a) The Trustee shall deposit the proceeds from the sale of the initial
installment of the Bonds ($__________) into the Tax-Exempt Bonds Account. (b) From the amounts received from the Borrower, the Trustee shall deposit the following amounts in the following
funds: (i) On the Closing Date, an amount equal to the Initial Bond Fund Deposit to the Bond Fund;
51 (ii) On the Closing Date, the Cost of Issuance Deposit shall be deposited into the Costs of Issuance Fund; and (iii) On the Closing Date, $____________.00 to the Equity Account of
the Project Fund. (iv) On the Closing Date, $____________ to the Expense Fund. (c) Subsequent to the Closing Date, from amounts received from the Borrower (exclusive of Pledged Revenues)
or the Investor Limited Partner, the Trustee shall deposit such amounts into the Equity Account of the Project Fund. ARTICLE VIII PLEDGE; FUNDS Section 8.1 Pledge of Revenues and Assets.
The pledge and assignment of and the security interest granted in the Trust Estate pursuant to the granting clauses hereof for the payment of the principal of, premium, if any, and interest
on the Bonds, in accordance with their terms and provisions, and for the payment of all other amounts due hereunder, shall attach and be valid and binding from and after the time of
the delivery of the Bonds by the Trustee or by any person authorized by the Trustee to deliver the Bonds. The Trust Estate so pledged and then or thereafter received by the Trustee shall
immediately be subject to the lien of such pledge and security interest without any physical delivery or recording thereof or further act, and the lien of such pledge and security interest
shall be valid and binding and prior to the claims of any and all parties having claims of any kind in tort, contract or otherwise against the Issuer irrespective of whether such parties
have notice thereof. Section 8.2 Establishment of Funds. There are established with the trustee the following trust funds and accounts: (i) The Bond Fund; (ii) The Project Fund (and
the Capitalized Interest Account, the Tax-Exempt Bonds Account and the Equity Account therein); (iii) The Rebate Fund; (iv) The Expense Fund; (v) The Costs of Issuance Fund; (vi) The
Remarketing Proceeds Fund; (vii) The Principal Reserve Fund; and (viii) The Surplus Fund. All money required to be deposited with or paid to the Trustee for the account of any of the
funds funds created by this Indenture shall be held by the Trustee in trust for the benefit of the
52 Bondholders, and except for (i) money held in the Expense Fund and the Rebate Fund, and (ii) money deposited with or paid to the Trustee for the redemption of Bonds, notice of the
redemption of which has been duly given, shall, while held by the Trustee, constitute part of the Trust Estate and be subject to the lien hereof. Section 8.3 Application of Pledged Revenues.
All money received by the Trustee from the Borrower (to the extent there is no Servicer) or the Servicer, or as a Cap Payment from the Cap Provider, if any, and all other Pledged Revenues
shall be disbursed or transferred, as appropriate, when received by the Trustee, in the following order of priority: (i) To the Rebate Fund, an amount equal to the Rebate Amount, if
any, then required to be deposited therein pursuant to the Loan Agreement; (ii) To the Expense Fund, an amount needed to pay any Third Party Fees (other than, on and after the Conversion
Date, the Servicer’s Fee); (iii) To the Bond Fund, the amount of any due and owing Bond Obligations; and (iv) To the Surplus Fund. To the extent a Servicing Agreement is in effect from
time to time, any sums received directly from the Borrower shall be remitted to the Servicer to be applied in accordance with the Servicing Agreement. Section 8.4 Bond Fund. The Issuer
and the Borrower shall have no interest in the Bond Fund or the moneys therein, which shall always be maintained by the Trustee completely separate and segregated from all other moneys
held hereunder and from any other moneys of the Issuer and the Borrower. The Trustee shall deposit into the Bond Fund the amounts required by Sections 7.2 and 8.3 together with any other
amounts received by the Trustee that are subject to the lien and pledge of this Indenture, including any Pledged Revenues not otherwise specifically directed in writing to be deposited
into other funds created by this Indenture. On each Bond Payment Date the Trustee shall apply all amounts on deposit in the Bond Fund in the following order of priority: First, to pay
or provide for the payment of the interest due on the Senior Bonds on the next Bond Payment Date; Second, to the Principal Reserve Fund in an amount equal to the Principal Reserve Fund
Deposit as indicated in the Principal Reserve Fund Deposit Schedule; Third, to pay or provide for the payment of the Redemption Price of Bonds pursuant to Sections 6.2, 6.3 6.4, 6.5,
6.6, 6.7 or 6.8, provided moneys have been transferred or deposited into the Bond Fund for such purpose; Fourth, if the conditions set forth in Section 16.1 have been satisfied, to pay
or provide for the payment of the interest due on the Subordinate Bonds on the next Bond Payment Date;
53 Fifth, if the conditions set forth in Section 16.1 have been satisfied, once no Senior Bonds remain Outstanding, to redeem Subordinate Bonds on the next Bond Payment Date in an amount
equal to the amounts paid by the Borrower as scheduled principal payments under the Note for the prior calendar month; Sixth, all Pledged Revenues remaining after the foregoing shall
be transferred to the Surplus Fund and held therein. If the amounts held in the Bond Fund are insufficient to pay the principal of or interest on the Senior Bonds when due (together
with any Third Party Fees other than, on and after the Conversion Date, the Servicer’s Fee), the Trustee shall charge the Surplus Fund to cover such deficiency. To the extent so directed
by the Bondholder Representative, the Trustee shall also pay any other amounts owing the Issuer or the Trustee under the Bond Documents from amounts on deposit in the Surplus Fund or
transfer amounts in the Surplus Fund to the Servicer to be applied in accordance with the Servicing Agreement. The Trustee shall notify the Bondholder Representative of such deficiency
only if amounts on deposit in the Surplus Fund are insufficient to make such payment. The Trustee shall obtain the prior written approval of the Bondholder Representative prior to accepting
any additional collateral as part of the Trust Estate in the form of Pledged Revenues, Surplus Fund proceeds, or otherwise. Section 8.5 Expense Fund. The Trustee shall deposit in the
Expense Fund the amounts referred to in Sections 7.2 and 8.3. Amounts on deposit in the Expense Fund shall be used to pay the Third Party Fees (other than, on and after the Conversion
Date, the Servicer’s Fee) as and when the same become due. In the Loan Agreement, the Borrower has agreed to pay directly to the Issuer or the Trustee any extraordinary fees and expenses
of the Issuer or the Trustee, as the case may be, that are not included within the Issuer’s Ongoing Fee or the Trustee’s Fee and not otherwise paid from the Surplus Fund. Section 8.6
Costs of Issuance Fund. Amounts in the Costs of Issuance Fund shall be disbursed by the Trustee only to pay Costs of Issuance upon receipt of a written closing memorandum provided to
the Trustee by the Bond Purchaser on the date of initial execution and delivery of this Indenture and, thereafter, upon receipt of a Written Requisition of the Borrower which Requisition
shall state the amount to be paid, the payee and the purpose for such payment. Upon the receipt of written direction from the Borrower or the date that is ninety (90) days following
the Closing Date, whichever date is earlier, the Trustee shall transfer all amounts remaining in the Costs of Issuance Fund to the Equity Account of the Project Fund provided all the
Costs of Issuance have been previously paid. Section 8.7 Project Fund. (a) The Trustee shall use moneys in the Tax-Exempt Bonds Account and the Equity Account of the Project Fund for
the acquisition, rehabilitation and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein; provided, however,
that any moneys on deposit in the Capitalized Interest Account of the Project Fund shall only be used to make payments on the Note (including payments under any Swap Agreement in effect
with respect to the Bonds, if any, as provided therein) pursuant to Section 2.5 of the Loan Agreement and as otherwise provided in Section 8.7(c) below. The amounts on deposit in the
Tax-Exempt Bonds Account shall not be applied to the payment of Costs of Issuance. The
54 amounts on deposit in the Equity Account of the Project Fund shall be disbursed pursuant to the provisions of Section 8.7(g). Not less than 95% of the Tax-Exempt Bond proceeds representing
net proceeds of the Tax-Exempt Bonds, including Investment Income on moneys in the Tax-Exempt Bonds Account, will be expended for Qualified Project Costs (the “95% Requirement”). Amounts
on deposit in the Tax-Exempt Bonds Account of the Project Fund shall be allocated to, and disbursed from time to time by the Trustee, for the sole purpose of paying Qualified Project
Costs and other costs that are the subject of a Written Requisition and approved in writing by the Servicer as provided in the next sentence, which Written Requisition shall include
a certification of compliance with the 95% Requirement. Before any payment shall be made from any account within the Project Fund, there shall be filed with the Trustee a Written Requisition
of the Borrower substantially in the form attached hereto as Exhibit B-1 and approved in writing by the Servicer for each such payment (upon which the Trustee may conclusively rely).
Notwithstanding the foregoing, upon the use of all of the moneys in the Capitalized Interest Account, the Trustee may withdraw amounts from the Equity Account of the Project Fund without
a Written Requisition to pay interest on the Bonds. In connection with a Written Requisition: Only the signature of an authorized officer of the Servicer shall be required on a Written
Requisition during any period in which a default by the Borrower has occurred and is then continuing under the Loan (notice of which default has been given in writing by an authorized
officer of the Servicer to the Trustee and the Issuer, and the Trustee shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such
a default). The Trustee shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only by the Servicer (and without any need for any signature by an Authorized
Borrower Representative), so long as the amount to be disbursed is to be used solely to make payments of principal, interest and/or fees due under the Bond Documents. The Trustee shall
be entitled to conclusively rely upon any Written Requisition in determining whether to disburse amounts from the Project Fund. The Trustee may conclusively rely on all Written Requisitions,
the execution of the Written Requisitions by the Authorized Borrower Representative and the approval of all Written Requisitions by the Servicer, as required by this Section, as conditions
of payment from the Project Fund, which Written Requisitions constitute, as to the Trustee, irrevocable determinations that all conditions to payment of the specified amounts from the
Project Fund have been satisfied. These documents shall be retained by the Trustee, subject at all reasonable times to examination by the Borrower, the Investor Limited Partner, the
Issuer, the Servicer and the agents and representatives thereof. The Trustee is not required to inspect the Project or the construction work or to make any independent investigation
with respect to the matters set forth in any Requisition or other statements, orders, certifications and approvals received by the Trustee. The Trustee is not required to obtain completion
bonds, lien releases or otherwise supervise the acquisition, construction, renovation, equipping, improvement and installation of the Project.
55 (b) Upon receipt of each Written Requisition submitted by the Borrower and approved in writing by the Servicer, the Trustee shall within three (3) Business Days make payment
from the appropriate account within the Project Fund in accordance with such Written Requisition. The Trustee shall have no duty to determine whether any requested disbursement from
the Project Fund complies with the terms, conditions and provisions of the Bond Documents, constitute payment of Qualified Project Costs or complies with the 95% requirement. The approval
in writing of a Written Requisition by the Servicer shall be deemed a certification and, insofar as the Trustee and the Issuer are concerned, shall constitute conclusive evidence that
all of the terms, conditions and requirements of the Bond Documents applicable to such disbursement have been fully satisfied or waived and the Written Requisition from the Borrower
shall, insofar as the Trustee and the Issuer are concerned, constitute conclusive evidence that the costs described in the Written Requisition constitute Qualified Project Costs or other
permitted Project costs. Each Written Requisition shall include an exhibit that allocates the requested disbursement among the Bonds and the funds received by the Trustee from the Borrower.
The Trustee shall, immediately upon each receipt of a completed Written Requisition signed by an authorized officer of the Borrower and approved in writing by the Servicer, initiate
procedures with the provider of the Investment Agreement, if any, to make withdrawals under any Investment Agreement as necessary to fund the Written Requisition. The Trustee shall immediately
notify the Borrower, the Servicer and the Bondholder Representative if there are not sufficient funds available to make the transfers as and when required by this subsection (b). Except
as provided in the next sentence, all such payments shall be made by check or draft payable, or by wire transfer, either (i) directly to the person, firm or corporation to be paid, (ii)
to the Borrower and such person, firm or corporation, or (iii) upon the Bondholder Representative’s receipt of evidence that the Borrower has previously paid such amount and Written
Direction to the Trustee as to such, to the Borrower. Upon the occurrence of an Event of Default of the Borrower of which the Trustee has knowledge as provided herein, which is continuing
under the Bond Documents, with the Written Consent of the Bondholder Representative, the Trustee may apply amounts on deposit in the Project Fund to the payment of principal of and interest
on the Bonds. If a Written Requisition signed by the Authorized Borrower Representative and countersigned by an authorized officer of the Bondholder Representative is received by the
Trustee, the requested disbursement shall be paid by the Trustee as soon as practicable, but in no event later than three (3) Business Days following receipt thereof by the Trustee.
Upon final disbursement of all amounts on deposit in the Project Fund, the Trustee shall close the Project Project Fund. (c) After the Closing Date, the Borrower, with the written consent
of the Bondholder Representative, may deposit additional funds into the Capitalized Interest Account. Moneys on deposit in the Capitalized Interest Account of the Project Fund, together
with investment earnings thereon which shall be retained therein, shall be transferred to the Bond Fund and applied pursuant to Section 8.4 on each Loan Payment Date in an amount equal
to the Loan Payments (excluding Third Party Fees) due on such date; provided that, upon receipt of a Written Direction of the Borrower, moneys on deposit in the Capitalized Interest
Account of the Project Fund shall be transferred to the Servicer on each Loan Payment Date in an amount as set forth in such Written Direction which amount shall represent Loan Payments
(excluding Third Party Fees) due on such Loan Payment Date. Upon the request of the Trustee, the Servicer shall provide the Trustee with a schedule of the Loan Payment Dates and corresponding
Loan Payment amounts. The transfer of moneys from the Capitalized Interest Account of the Project Fund to the Bond Fund or the Servicer as set forth above shall occur automatically on
each Loan Payment Date without the need for a Written Requisition of the Borrower, or consent of the Bondholder Representative.
56 (d) Immediately prior to any mandatory redemption of Bonds pursuant to Section 6.3 or 6.4, any amounts then remaining in the Project Fund attributable to the proceeds of the Bonds
(as determined by the Written Requisitions from the Project Fund received by the Trustee from the Borrower and approved by the Servicer) shall, at the written direction of the Bondholder
Representative, be transferred to the Bond Fund to be applied to the redemption of Bonds pursuant to Sections 6.3 or 6.4 or the purchase of Bonds in lieu of redemption pursuant to the
provisions of Section 6.9 hereof. (e) Amounts on deposit in the Project Fund shall be invested as provided in Section 9.1. All Investment Income earned on amounts on deposit in each
account of the Project Fund shall be retained in and credited to and become a part of the amounts on deposit in that account of the Project Fund. (f) When the Project has been completed,
the Borrower shall deliver a Certificate of Completion, which contains a certification regarding the “95% Requirement” referred to in subsection (a), to the Trustee, the Issuer, the
Servicer and the Bondholder Representative (the “Certificate of Completion”). On the date that is six months after the date on which the Trustee shall have received the Certificate of
Completion, the Trustee shall transfer the balance of any moneys remaining in the Project Fund attributable to the proceeds of the Bonds (as determined by the Written Requisitions from
the Project Fund received by the Trustee from the Borrower and approved by the Servicer) in excess of the amount to be reserved for payment of unpaid Project costs to the Bond Fund and
apply such funds to the redemption of Bonds in accordance with Section 6.2. (g) After the Closing Date, amounts on deposit in the Equity Account of the Project Fund shall be disbursed
from time to time by the Trustee to pay designated amounts as set forth in and upon receipt of a Written Requisition of the Borrower signed by an Authorized Borrower Representative,
the Bondholder Representative and the Servicer. Section 8.8 Rebate Fund. (a) The Trustee shall deposit or transfer to the credit of the Rebate Fund each amount delivered to the Trustee
by the Borrower for deposit thereto and each amount directed by the Borrower to be transferred thereto. (b) Within 15 days after each receipt or transfer of funds to the Rebate Fund
in accordance with Section 8.3 hereof, the Trustee shall withdraw from the Rebate Fund and pay to the United States of America the entire balance of the Rebate Fund. (c) All payments
to the United States of America pursuant to this Section shall be made by the Trustee for the account and in the name of the Issuer and shall be paid through the United States Mail (return
receipt requested or overnight delivery), addressed to the appropriate Internal Revenue Service Center and accompanied by the appropriate Internal Revenue Service forms (such forms to
be provided to the Trustee by the Borrower or the Rebate Analyst as set forth in the Loan Agreement). (d) The Trustee shall preserve all statements, forms and explanations received from
the Borrower and delivered to the Trustee pursuant to Section 4.20(h) of the Loan Agreement and all records of transactions in the Rebate Fund until six years after the retirement of
all of the Bonds. (e) The Trustee may conclusively rely on the instructions of the Borrower or the Rebate Analyst with regard to any actions to be taken by it pursuant to this Section
and shall have no liability
57 for any consequences of any failure of the Borrower or the Rebate Analyst to perform its duties or obligations or to supply accurate or sufficient instructions. Except as specifically
provided in Subsection (b) above, the Trustee shall have no duty or responsibility with respect to the Rebate Fund or the Borrower’s duties and responsibilities with respect thereto
except to follow the Borrower’s or the Rebate Analyst’s specific written instruction related thereto. (f) If at any time during the term of this Indenture the Issuer, the Trustee or
the Borrower desires to take any action which would otherwise be prohibited by the terms of this Section, 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 and an opinion of Bond Counsel that such action shall be in compliance with the laws of the State
and the terms of this Indenture. (g) Moneys and securities held by the Trustee in the Rebate Fund shall shall not be deemed funds of the Issuer and are not pledged or otherwise subject
to any security interest in favor of the Owners to secure the Bonds or any other obligations. (h) Moneys in the Rebate Fund may be separately invested and reinvested by the Trustee,
at the request of and as directed in writing by the Borrower, in Permitted Investments, subject to the Code. The Trustee shall sell and reduce to cash a sufficient amount of such Permitted
Investments whenever the cash balance in the Rebate Fund is insufficient for its purposes. (i) Notwithstanding anything to the contrary in this Indenture, no payment shall be made by
the Trustee to the United States if the Borrower shall furnish to the Issuer and the Trustee, an opinion of Bond Counsel to the effect that such payment is not required under Section
148(d) and (f) of the Code in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds. In such event, the Borrower shall be entitled
to withdraw funds from the Rebate Fund to the extent the Borrower shall provide a Bond Counsel No Adverse Effect Opinion to the Issuer and the Trustee with respect to such withdrawal.
(j) The Trustee shall keep and make available to the Issuer and the Borrower records concerning the investments of all funds held by the Trustee pursuant to the Indenture including date
bought and sold, price and commission paid, and bids taken, if any, and shall keep all such records until six years after the date on which no Bonds are Outstanding in order to enable
the Borrower to make the computations required under Section 148(f) of the Code. (k) Notwithstanding the foregoing, the computations and payments of rebate amounts referred to in this
Section 8.8 need not be made to the extent that neither the Issuer nor the Borrower will thereby fail to comply with any requirements of section 148(f) of the Code based on a Bond Counsel
No Adverse Effect Opinion, a copy of which shall be provided to the Trustee. Section 8.9 Surplus Fund. The Trustee shall disburse all amounts on deposit in the Surplus Fund as provided
in Section 8.4. Section 8.10 Application of Funds and Accounts Upon Event of Default. Upon the occurrence of an Event of Default, the Trustee shall, unless otherwise directed in a written
direction from the Bondholder Representative, apply all moneys in the funds and accounts established under this Indenture pursuant to Section 11.4.
58 Section 8.11 Non-Presentment of Bonds. In the event any Bonds shall not be presented for payment when the principal thereof becomes due, either at maturity or at the date fixed for
redemption thereof or otherwise, if money sufficient to pay such Bonds shall have been made available to the Trustee for the benefit of the Registered Holders thereof and shall have
remained unclaimed for two years after the date on which such principal became due, upon written direction from the Bondholder Representative, such funds shall be released to the Bondholder
Representative, or any successor provision of law, and all liability of the Issuer and the Trustee to the Registered Owners thereof for the payment of such Bonds shall forthwith cease,
determine and be completely discharged; provided, however, that the Trustee, before being required to dispose of such funds as stated above shall cause to be published once in a financial
newspaper or journal of general circulation in New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30
days from the date of such publication, any unclaimed balance of such money then remaining will be paid to the Bondholder Representative. The cost of such publication shall be paid by
the Bondholder Representative. The obligation of the Trustee under this Section is to dispose of any such funds pursuant to the laws of the State. Section 8.12 Final Balances. Notwithstanding
the person or persons that are the Registered Holders of the Bonds, any moneys remaining in any fund or account created under this Indenture after payment or provision for payment in
full of all Bond Obligations, all fees, charges and expenses of or other amounts to be paid by the Borrower to the Issuer, the Trustee, the Credit Facility Provider, the Swap Counterparty,
if any, the Rebate Analyst, the Servicer, the Bondholder Representative and the Bond Purchaser the payment of all parties to whom moneys are owed pursuant to Section 8.3 and all other
amounts required to be paid hereunder or under the Bond Documents, shall be paid to the Servicer for distribution in accordance with the Servicing Agreement or, if there is no Servicing
Agreement in place, then to the Borrower. Section 8.13 Remarketing Proceeds Fund. Amounts received from the Remarketing Agent on the Bond Purchase Date pursuant to Section 5.3(d) shall
be deposited to the Remarketing Proceeds Fund and shall be used solely to purchase remarketed or deemed remarketed Bonds pursuant to Section 5.3(d). Section 8.14 Principal Reserve Fund.
(a) The Trustee shall deposit into the Principal Reserve Fund all of the monthly payments made by the Borrower in accordance with the Principal Reserve Fund Deposit Schedule (if applicable);
provided, however, that such monthly payments may be deferred as such Schedule may be amended in writing by the Borrower and the Bondholder Representative and provided to the Trustee
by the Bondholder Representative upon delivery of a Bond Counsel No Adverse-Effect Opinion. Investment Income earned on amounts on deposit in the Principal Reserve Fund shall be retained
in the Principal Reserve Fund. (b) The Trustee shall pay, apply or transfer amounts on deposit in the Principal Reserve Fund as follows: (1) if the aggregate amount on deposit in the
Principal Reserve Fund on the tenth Business Day of any month is greater than the Principal Reserve Amount, then all amounts on deposit in the Principal Reserve Fund (rounded downward
to the nearest minimum Authorized Denomination) in excess of the Principal Reserve Amount shall be applied to the redemption of Bonds pursuant to Section 6.5; and
59 (2) on the Bond Payment Date following receipt by the Trustee of Investment Income on moneys in the Principal Reserve Fund, pay such Investment Income to the Borrower; and (3) if
the aggregate amount on deposit in the Principal Reserve Fund on the tenth day of any month is equal to the principal amount of the Bonds outstanding then all amounts on deposit in the
Principal Reserve Fund shall be applied to the redemption of Bonds pursuant to Section 6.5; and (4) with the Written Consent of the Borrower and the Bondholder Representative, disbursed
for any other purpose, including disbursement to the Borrower; provided that, upon the occurrence of an Event of Default, no such Written Consent of the Borrower shall be required for
the Bondholder Representative to instruct the Trustee to disburse such funds as it so directs to cover any amounts due with respect to the Loan or the Bonds. The Principal Reserve Fund
Deposit Schedule may be revised from time to time by the Written Direction of the Bondholder Representative to reflect an unscheduled redemption of Bonds in part. The Trustee shall conclusively
rely on such Written Direction when determining amounts to be redeemed pursuant to Section 6.5. Section 8.15 Additional Funds. The Trustee is hereby authorized to establish and create
from time to time such other funds and accounts or subaccounts as may be necessary for the deposit of moneys (including, without limitation, insurance proceeds and/or condemnation awards)
received by the Trustee pursuant to the terms hereof or any of the other Bond Documents. Section 8.16 Swap or Cap Agreements. The Trustee shall only accept a Cap Agreement or Swap Agreement,
if any, at the written direction of the Bondholder Representative. In the event the Trustee does not receive a subsequent Swap Agreement or Cap Agreement three (3) Business Days prior
to expiration of the then current Swap Agreement or Cap Agreement, held by the Trustee, the Trustee shall immediately provide written notice to the Bondholder Representative that it
has not received a subsequent Swap Agreement or Cap Agreement to be in effect following termination of the current Swap Agreement or Cap Agreement, as applicable. ARTICLE IX INVESTMENT
OF FUNDS Section 9.1 Investment of Funds. (a) Any money held as part of the funds and accounts shall be invested or reinvested by the Trustee solely pursuant to written direction from
the Borrower in Permitted Investments. The Borrower shall comply with all requirements of the Tax Certificate in directing such investments. All such Permitted Investments shall mature
or be subject to withdrawal or redemption without discount or penalty prior to the next Bond Payment Date. In addition, following receipt by a Responsible Officer of Written Notice of
an Event of Default of the Borrower, Loan Agreement Default or Default of the Borrower, the Trustee shall invest and reinvest the money it holds as part of the funds and accounts in
Permitted Investments. Except as described below, any investment made with money on deposit in a fund or account shall be held by or under control of the Trustee and shall be deemed
at all times a part of the fund or account where such money was on deposit, and the interest and profits realized from such investment shall be credited to such fund or
60 account and any loss resulting from such investment shall be charged to such fund or account. In the absence of the receipt of any investment instructions as provided herein, the
Trustee may invest all money under its control in investments described in clause (h) of the definition of Permitted Investments. Notwithstanding the foregoing, amounts in the Project
Fund shall be invested in the Investment Agreement, if any. (b) Any investment of money may be made by the Trustee through its own bond department, investment department or other commercial
banking department or affiliate of the Trustee providing investment services. The Trustee, any such department or the Trustee’s affiliates may receive reasonable and customary compensation
in connection with any investment made under this Indenture. (c) The Trustee shall have no liability or responsibility for any depreciation of the value of any investment made in accordance
with the provisions of this Section or for any loss resulting from such investment or redemption, sale or maturity thereof. (d) Unless otherwise confirmed in writing, an account statement
delivered by the Trustee to the Borrower shall be deemed written confirmation by said party that the investment transactions identified therein accurately reflect the investment directions
given to the Trustee by said party, unless said party notifies the Trustee in writing to the contrary within thirty (30) days of the date of receipt of such statement. (e) The Issuer
(and the Borrower by virtue of its execution of the Loan Agreement) acknowledges that to the extent regulations of the Office of the Comptroller of the Currency or other applicable regulatory
entity grant the Issuer or the Borrower the right to receive brokerage confirmations of security transactions as they occur, the Issuer and the Borrower specifically waive receipt of
such confirmations to the extent permitted by law. The Trustee will furnish to the Issuer, the Bondholder Representative and the Borrower periodic cash transaction statements that include
detail for all investment transactions made by the Trustee hereunder. (f) Except as otherwise provided in subsection (g) of this Section, the Issuer and the Borrower (by virtue of its
execution of the Loan Agreement) covenant that all investments of amounts deposited in any fund or account created by or pursuant to this Indenture, or otherwise containing gross proceeds
of the Bonds (within the meaning of Section 148 of the Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by this Indenture or the Code) at Fair
Market Value. (g) The Issuer acknowledges (and the Borrower by virtue of its execution of the Loan Agreement covenants) that investments in funds or accounts (or portions thereof) that
are subject to a yield restriction under applicable provisions of the Code and (unless valuation is undertaken at least annually) investments in any reserve fund shall be valued at their
present value (within the meaning of Section 148 of the Code). (h) The Trustee shall be entitled to assume, absent receipt by the Trustee of written notice to the contrary, that any
investment which at the time of purchase is a Permitted Investment remains a Permitted Investment. The Trustee may transfer investments from any fund or account to any other fund or
account in lieu of cash when a transfer is required or permitted by the provisions of this Indenture.
61 ARTICLE X REPRESENTATIONS AND COVENANTS Section 10.1 General 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, organized and existing under the laws of the State of California, has the power and authority to (i) enter into the Bond documents
to which it is a party and the transactions contemplated thereby, (ii) issue the Bonds to finance the Project and (iii) carry out its other obligations under this Indenture and the Bonds,
and by proper action has duly authorized the issuer’s execution and delivery of, and its performance under, such Bond Documents and all other agreements and instruments relating thereto.
(b) The Issuer is not in default under or in violation of, and the execution and delivery of the Bond Documents to which it is a party and its compliance with the terms and conditions
thereof will not conflict or constitute a default under or a violation of, (1) the Act, (2) to its knowledge, any other existing laws, rules, regulations, judgments, decrees and orders
applicable to it, or (3) to its knowledge, the provisions of any agreements and instruments to which the Issuer is a party, a default under or violation of which would prevent it from
issuing and selling the Bonds, financing the Project, executing and delivering the Bond Documents to which it is a party or consummating the transactions contemplated thereby, and, to
its knowledge, no event has occurred and is continuing under the provisions of any such agreement or instrument or otherwise that with the lapse of time or the giving of notice, or both,
would constitute such a default or violation (it being understood, however, that the Issuer is making no representations as to the necessity of registering the Bonds pursuant to any
securities laws or complying with any other requirements of securities laws). (c) To the Issuer’s knowledge, no litigation, inquiry or investigation of any kind in or by any judicial
or administrative court or agency is pending or, to the knowledge of the Issuer, threatened against the Issuer with respect to (1) the organization and existence of the Issuer, (2) its
authority to execute or deliver the Bond Documents to which it is a party, (3) the validity or enforceability of any such Bond Documents or the transactions contemplated thereby, (4)
the title of any officer of the Issuer who executed such Bond Documents or (5) any authority or proceedings relating to the execution and delivery of such Bond Documents on behalf of
the Issuer, and no such authority or proceedings have been repealed, revoked, rescinded or amended but are in full force and effect. (d) The revenues and receipts to be derived from
the Loan Agreement, the Note and this Indenture have not been pledged previously by the Issuer to secure any of its notes or bonds other than the Bonds. (e) The California Debt Limit
Allocation Committee has provided an allocation of the State’s private activity bond volume cap under section 146 of the Code to the Issuer for the Bonds, the Issuer will timely make
any required carry forward election with respect to such allocation, and the Issuer will comply with the requirements of the Code with respect to such allocation. The Issuer hereby elects
to apply the alternative option under clause (2) of the first paragraph of Section 3.01 of IRS Notice 2011-63 with respect to the issue date of the Bonds; and, in connection therewith,
has directed Bond Counsel to include the information on Form 8038 filed for the Bonds that is required by section 3.03 of said Notice.
62 THE ISSUER MAKES NO REPRESENTATION, COVENANT OR AGREEMENT AS TO THE FINANCIAL POSITION OR BUSINESS CONDITION OF THE BORROWER OR THE PROJECT AND DOES NOT REPRESENT OR WARRANT AS TO
ANY STATEMENTS, MATERIALS, REPRESENTATIONS OR CERTIFICATIONS FURNISHED BY THE BORROWER IN CONNECTION WITH THE SALE OF THE BONDS OR AS TO THE CORRECTNESS, COMPLETENESS OR ACCURACY THEREOF.
Section 10.2 No Encumbrance on Trust Estate. The Issuer will not knowingly create or knowingly permit the creation of any mortgage, pledge, lien, charge or encumbrance of any kind on
the Trust Estate or any part thereof prior to or on a parity with the lien of this Indenture, except as expressly permitted or contemplated by the Bond Documents. Section 10.3 Payment
of Bond Obligations. Subject to the provisions of Article III, the Issuer will duly and punctually pay, or cause to be paid, the Bond Obligations, as and when the same shall become due
and will duly and punctually deposit, or cause to be deposited, in the funds and accounts created under this Indenture the amounts required to be deposited therein, all in accordance
with the terms of the Bonds and this Indenture. Section 10.4 Loan Agreement Performance. (a) The Trustee, on behalf of the Issuer, may (but shall not be required or obligated) perform
and observe any such agreement or covenant of the Issuer under the Loan Agreement, all to the end that the Issuer’s rights under the Loan Agreement may be unimpaired and free from default.
(b) The Trustee will promptly notify the Issuer, the Borrower, the Servicer and the Bondholder Representative in writing of the occurrence of any Loan Agreement Default, provided that
the Issuer has received written notice or otherwise has actual knowledge of such event. Section 10.5 Maintenance of Records; Inspection of Records. (a) The Trustee shall keep and maintain
adequate records pertaining to the funds and accounts established hereunder, including all deposits to and disbursements from said funds and accounts. The Trustee shall retain in its
possession all certifications and other documents presented to it, all such records and all records of principal, interest and premium paid on the Bonds, subject to the inspection of
the Borrower, the Issuer, the Bondholder Representative, the Servicer and their representatives at all reasonable times and upon reasonable prior notice. (b) The Issuer will at any and
all times, upon the reasonable request of the Trustee, the Borrower or the Bondholder Representative, afford and procure a reasonable opportunity by their respective representatives
to inspect the books, records, reports and other papers of the Issuer relating to the Project and the Bonds, if any, and to make copies thereof, at the expense of the party requesting
the copies. Section 10.6 Tax Covenants. The Issuer covenants to and for the benefit of the Bondholders that, notwithstanding any other provisions of this Indenture or of any other instrument,
it will: (i) Enforce or cause to be enforced all obligations of the Borrower under the Regulatory Agreement in accordance with its terms and seek to cause the Borrower to correct any
violation of the Regulatory Agreement within a reasonable period after any such violation is first discovered;
63 (ii) Not take or cause to be taken any other action or actions, or fail to take any action or actions, which would cause the interest payable
on the Bonds to be includable in gross income for federal income tax purposes; (iii) At all times do and perform all acts and things permitted by law and necessary or desirable in order
to assure that interest paid by the Issuer on the Bonds will be excluded from the gross income, for federal income tax purposes, of the Bondholders pursuant to Section 103 of the Code,
except in the event where any such Owner of Bonds is a “substantial user” of the facilities financed with the Bonds or a “related person” within the meaning of the Code; (iv) Not take
any action or permit or suffer any action to be taken if the result of the same would be to cause the Bonds to be “Federally Guaranteed” within the meaning of Section 149(b) of the Code
and the Regulations; and (v) Require the Borrower to agree, pursuant to the terms and provisions of the Loan Agreement, not to commit any act and not to make any use of the proceeds
of the Bonds, or any other moneys which may be deemed to be proceeds of the Bonds pursuant to the Code, which would cause the Bonds to be “Arbitrage Bonds” within the meaning of Sections
103(b) and 148 the Code, and to comply with the requirements of the Code throughout the term of the Bonds. In furtherance of the covenants in this Section 10.6, the Issuer and the Borrower
shall execute, deliver and comply with the provisions of the Tax Certificate, which are by this reference incorporated into this Indenture and made a part of this Indenture as if set
forth in this Indenture in full, and by its acceptance of this Indenture the Trustee acknowledges receipt of the Tax Certificate and acknowledges its incorporation in this Indenture
by this reference. The Trustee agrees it will invest funds held under this Indenture in accordance with the terms of this Indenture and the Tax Certificate (this covenant shall extend
throughout the term of the Bonds, to all Funds and Accounts created under this Indenture and all moneys on deposit to the credit of any Fund or Account); provided that the Trustee shall
be deemed to have complied with such requirements and shall have no liability to the extent it reasonably follows directions of the Borrower or otherwise complies with the provisions
of Article V of the Indenture. The Trustee further agrees to notify the Borrower of the Borrower’s obligation under Section 4.20 of the Loan Agreement with respect to the calculation
of rebatable arbitrage. For purposes of this Section 10.6 the Issuer’s compliance shall be based solely on matters within the Issuer’s control and no acts, omissions or directions of
the Borrower, the Trustee or any other Persons shall be attributed to the Issuer. In complying with the foregoing covenants, the Issuer may rely from time to time on a Bond Counsel No
Adverse Effect Opinion or other appropriate opinion of Bond Counsel. Section 10.7 Performance by the Borrower. Without relieving the Issuer from the responsibility for performance and
observance of the agreements and covenants required to be performed and observed by it hereunder, the Borrower, on behalf of the Issuer, may perform any such agreement or covenant if
no Loan Agreement Default or Default under the Loan Agreement exists.
64 ARTICLE XI DEFAULT; REMEDIES Section 11.1 Provisions Regarding Any Default and Acceleration. Upon a default by the Issuer of its obligations hereunder or a default, after the expiration
of any applicable cure periods, by the Borrower of its obligations under the Loan Documents, the Trustee shall, subject to the provisions of Article XII, take such actions, and only
such actions, to enforce the provisions of this Indenture, the Loan Documents and the Bond Documents as are specified in writing by the Bondholder Representative. Notwithstanding anything
else to the contrary herein or in the Loan Agreement, no default by the Borrower under the Loan Agreement, the Note or any other Loan Document shall constitute an event of default with
respect to the Bonds (including, without limitation, a failure to make any payment due with respect to the Bonds as a consequence of the Borrower’s failure to make any payment due under
the Loan Agreement). The Issuer’s, Trustee’s, Bondholder Representative’s and Servicer’s remedies with respect to a default under the Loan Documents shall be as set forth under the Loan
Documents. In the event of a default, after the expiration of any applicable cure periods, by the Borrower under the Loan Documents, the Bondholder Representative, in its discretion,
may accelerate the amounts due under the Loan Agreement and take other remedial actions available thereunder without accelerating the amounts due with respect to the Bonds. Notwithstanding
the foregoing, the Bondholder Representative may, upon the acceleration of the Borrower’s obligations under the Loan Documents, direct the Trustee to simultaneously accelerate the maturity
of the Bonds and apply any funds available hereunder to the payment of the Bonds (after paying the fees and expenses of the Trustee and the Issuer). Any portion of the Bonds remaining
outstanding upon such an acceleration of the Bonds shall be deemed paid upon transfer, to or at the direction of the Bondholder Representative, of the Loan Documents and all security
therefor, free and clear of the lien of this Indenture. The Issuer shall cooperate with the Trustee and the Bondholder Representative in exercising rights and remedies under the Loan
Documents, but only upon being satisfactorily indemnified by the Borrower for any fees or expenses relating thereto and provided in the Loan Agreement and Regulatory Agreement. Section
11.2 Effectiveness of Sections 11.2 Through 11.16 at the Direction of Issuer; Events of Default. At the written request of the owner or owners of a majority in principal amount of the
Outstanding Bonds, the Issuer may authorize, by written notice to the Trustee, the effectiveness of this Section 11.2 and Sections 11.3 through 11.16. The Issuer's authorization of such
provisions may be granted on such terms as the Issuer may determine in its sole and absolute discretion, including, without limitation, provision by the requesting Bondholders of indemnification
reasonably satisfactory to the Issuer. Upon delivery of the above-referenced authorization the provisions of this Section 11.2 and Sections 11.3 through 11.16 shall be effective. Any
one or more of the following shall constitute an event of default (an “Event of Default”) under this Indenture (whatever the reason for such event and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):
(a) A default in the payment of any interest upon the Senior Bonds when such interest becomes due and payable; or
65 (b) A default in the payment of principal of, or premium on, the Senior Bonds when such Bond principal or premium becomes due and payable, whether at its stated maturity, by declaration
of acceleration or call for mandatory redemption, purchase or otherwise; or (c) After no Senior Bonds remain Outstanding, a default in the payment of any interest upon the Subordinate
Bonds when such interest becomes due and payable; or (d) After no Senior Bonds remain Outstanding, a default in the payment of principal of, or premium on, the Subordinate Bonds when
such Subordinate Bond principal or premium becomes due and payable, whether at its stated maturity, by declaration of acceleration or call for redemption, purchase or otherwise; or (e)
Subject to Section 10.7, default in the performance or breach of any material covenant or representation of the Issuer in this Indenture (other than a covenant or representation or default
in the performance or breach of which is elsewhere in this Section specifically dealt with), with), and continuance of such default or breach for a period of thirty (30) days after there
has been given written notice, as provided in Section 15.1, to the Issuer and the Borrower by the Trustee or to the Issuer, the Borrower and the Trustee, by the Bondholder Representative,
a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” under this Indenture; provided that, so long
as the Issuer has commenced to cure such failure to observe or perform within the thirty (30) day cure period and the subject matter of the default is not capable of cure within said
thirty (30) day period and the Issuer is diligently pursuing such cure to the Trustee’s satisfaction, with the Bondholder Representative’s Written Direction or Written Consent, then
the Issuer shall have an additional period of time as reasonably necessary (not to exceed thirty (30) days unless extended in writing by the Bondholder Representative) within which to
cure such such default; or (f) A failure to pay any Third Party Fee; or (g) Receipt by the Trustee of a written notice from a Credit Facility Provider that a default or event of default
has occurred and is continuing under the Reimbursement Agreement; or (h) Failure of a Credit Facility Provider to honor any drawing in accordance with the terms of any Credit Facility;
or (i) A Credit Facility Provider shall (i) commence a proceeding under any federal or state insolvency, reorganization or similar law, or have such a proceeding commenced against it
and either have an order of insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for 90 days; or (ii) have a receiver, conservator,
liquidator or trustee appointed for it or for the whole or any substantial part of its property; or (j) Any other “Default” or “Event of Default” under any of the other Bond Documents
(taking into account any applicable grace periods therein). The Trustee will promptly notify the Issuer, the Borrower, the Servicer and the Bondholder Representative after a Responsible
Officer obtains actual knowledge of the occurrence of an Event of Default.
66 Section 11.3 Acceleration of Maturity; Rescission and Annulment. (a) Subject to the provisions of Section 11.12, upon the occurrence of an Event of Default under Section 11.2, then
and in every such case, the Trustee may (but only with the Written Consent of the Bondholder Representative) and, at the Written Direction of the Bondholder Representative, the Trustee
shall declare the principal of all the Bonds and the interest accrued to be immediately due and payable, by notice to the Issuer and the Borrower and upon any such declaration, all principal
of and prepayment premium, if any, and interest on the Bonds shall become immediately due and payable. (b) At any time after such a declaration of acceleration has been made pursuant
to subsection (a), the Bondholder Representative (if it gave Written Consent or written direction pursuant to Section 11.3(a)) may by Written Notice to the Issuer and the Trustee, rescind
and annul such declaration and its consequences if: (i) There has been deposited with the Trustee a sum sufficient to pay (1) all overdue installments of interest on the Bonds, (2) the
principal of and redemption premium on the Bonds that has become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor
in the Bonds, (3) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the rate or rates prescribed therefor in the Bonds, and (4)
all sums paid or advanced by the Bondholder Representative and the reasonable compensation, expenses, disbursements and advances of the Bondholder Representative, its agents and counsel
(but only to the extent not duplicative with subclauses (1)-(3) above); (ii) All Events of Default, other than the non-payment of the principal of the Bonds which have become due solely
by such declaration of acceleration, have been cured or have been waived in writing as provided in Section 11.12; and (iii) A Swap Agreement or Cap Agreement complying with the provisions
of the Loan Agreement is in effect. No such rescission and annulment shall affect any subsequent default or impair any right consequent thereon. (c) Notwithstanding the occurrence and
continuation of an Event of Default, it is understood that the Trustee shall pursue no remedies against the Borrower, the Project or the Project Fund if no Loan Agreement Default has
occurred and is continuing. An Event of Default hereunder shall not in and of itself constitute a Loan Agreement Default. Section 11.4 Additional Remedies; Bondholder Representative
Enforcement. (a) Upon the occurrence of an Event of Default, the Trustee may, subject to the provisions of this Section 11.4 and the last paragraph of Section 11.13, proceed to protect
and enforce its rights and the rights of the Bondholders by mandamus or other suit, action or proceeding at law or in equity. No remedy conferred by this Indenture upon or remedy reserved
to the Trustee or to the Bondholders is intended to be exclusive of any other remedy, but each such remedy shall be cumulative and shall be in addition to any other remedy given to the
Trustee or to the Bondholders hereunder or now or hereafter existing at law or in equity or by statute. (b) Upon the occurrence and continuation of any Event of Default, the Bondholder
Representative may proceed forthwith to protect and enforce its rights and the rights of the
67 Bondholders, the Bonds and this Indenture by such suits, actions or proceedings as the Bondholder Representative, in its sole discretion, shall deem expedient. (c) Notwithstanding
anything to the contrary contained in this Indenture, the Trustee shall not exercise any of its rights or remedies under this Article XI or otherwise hereunder or under any of the other
Bond Documents as a result of the occurrence of an Event of Default hereunder unless and until instructed by Written Direction to do so by the Bondholder Representative. The Trustee
shall in such event exercise such rights and remedies as so instructed by the Bondholder Representative (if it gave Written Direction to the Trustee pursuant to this Section 11.4(c));
provided, that before taking any action requested by the Bondholder Representative (except for acceleration of the Bonds), the Trustee may require reasonably satisfactory security or
an indemnity bond reasonably satisfactory to it from the Bondholder Representative for the reimbursement reimbursement of all expenses to which it may be put and to protect it against
all liability, except liability which is adjudicated to have resulted from its own negligence or willful misconduct by reason of any such action so taken. (d) Whether or not an Event
of Default has occurred, any and all consents and approvals of the Trustee required under the Mortgage, the Note or any other Bond Document shall be given only with the prior Written
Consent of the Bondholder Representative, in its sole discretion. (e) Whether or not an Event of Default has occurred, and except as provided in subsections 11.4(f) and (g), the Bondholder
Representative, in its sole discretion, shall have the sole right to direct the Trustee to waive or forebear any term, condition, covenant or agreement of the Mortgage, the Loan Agreement,
the Note or any other Bond Documents applicable to the Borrower, or any breach thereof, other than a covenant that would adversely impact the tax-exempt status of the Bonds, and provided
that the Issuer may enforce specific performance with respect to the Unassigned Issuer’s Rights. (f) If the Borrower defaults in the performance or observance of any covenant, agreement
or obligation of the Borrower set forth in the Regulatory Agreement, and if such Default remains uncured for a period of 60 days after the Borrower and the Bondholder Representative
receive Written Notice from the Trustee or the Issuer stating that an Event of Default under the Regulatory Agreement has occurred and specifying the nature of the Event of Default,
the Trustee shall have the right to seek specific performance of the provisions of the Regulatory Agreement or to exercise its other rights or remedies thereunder; provided, however,
that any such forbearance by the Trustee in the exercise of its remedies under the Loan Documents or the Bond Documents shall not be construed as a waiver by the Trustee or the Bondholder
Representative of any Conditions to Conversion. (g) If the Borrower defaults in the performance of its obligations obligations under the Loan Agreement to make rebate payments, to comply
with continuing disclosure requirements or to make payments to the Trustee owed pursuant to Sections 2.6, 4.12 or 4.15 of the Loan Agreement for fees, expenses or indemnification, the
Trustee shall have the right to exercise all its rights and remedies thereunder (subject to the last paragraph of Section 11.13); provided, however, that any such forbearance by the
Trustee in the exercise of its remedies under the Bond Documents shall not be construed as a waiver by the Trustee or the Bondholder Representative of any Conditions to Conversion nor
a waiver of any of the Trustee’s rights. Section 11.5 Application of Money Collected. Any money received by the Trustee from the Servicer for distribution hereunder shall be applied
in the following order, at the date or dates
68 fixed by the Trustee as directed by the Bondholder Representative and, in case of the distribution of such money on account of the Bond Obligations, upon presentation of the Bonds
and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: (i) First, the amount of any Issuer Fee, Trustee Fee and Rebate Analyst Fee then
due and payable under the Bond Documents, except to the extent of any funds then on deposit in the Expense Fund or otherwise held by the Trustee to pay the same; (ii) Second, any amount
due and payable under the Bonds; and (iii) Third, the payment of the remainder, if any, to the Servicer to be applied according to the Servicing Agreement. Any money collected by the
Trustee pursuant to this Article, and any other sums then held by the Trustee as part of the Trust Estate following an Event of Default hereunder, shall be remitted to the Servicer to
be applied in accordance with the Servicing Agreement. Section 11.6 Remedies vested in Trustee and Bondholder Representative. All rights of action and claims under this Indenture or
the Bonds may be prosecuted and enforced by the Trustee without the possession of the Bonds or the production thereof in any proceeding relating thereto. Subject to the rights of the
Bondholder Representative to direct proceedings hereunder, any such proceeding instituted by the Trustee shall be brought in its own name as Trustee of an express trust. Any recovery
of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the benefit of
the Bondholders, in respect of whom such judgment has been recovered, subject to the provisions of Section 11.5. Section 11.7 Limitation on Suits; Rights of Bondholders. Subject to the
provisions of Section 11.13 of this Indenture and to rights specifically given to the Bondholder Representative, no Bondholder shall have any right to institute any proceeding, judicial
or otherwise, under or or with respect to this Indenture, or for the appointment of a receiver or Trustee or for any other remedy hereunder, unless: (i) Such Bondholder previously has
given Written Notice to the Trustee of a continuing Event of Default; (ii) Such Bondholder shall have made Written Request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder; (iii) Such Bondholder (either alone or together with other Bondholders) has offered to the Trustee in writing reasonable indemnity
against the costs, expenses and liabilities to be incurred in compliance with such request; and the Trustee has thereafter failed or refused to exercise remedies hereunder; and (iv)
No remedies have been exercised by either the Bondholder Representative or the Trustee for a period of sixty (60) days from the date the Bondholder provided reasonable indemnity pursuant
to clause (iii) above. Section 11.8 Unconditional Right of Bondholders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, other than those
set forth in
69 Article III, to the contrary, the Bondholders shall have the right which is absolute and unconditional to receive payment of the Bond Obligations when due and, subject to Section
11.7, to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the Written Consent of all of the Bondholders. Section 11.9 Restoration
of Positions. If the Trustee, the Bondholder Representative or any of the Bondholders shall have instituted any proceeding to enforce any right or remedy under this Indenture and such
proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, the Bondholder Representative or to the Bondholders, then
and in every such case the Issuer, the Trustee, the Bondholder Representative and the Bondholders shall, subject to any determination in such proceeding, be restored to their former
positions hereunder, and thereafter all rights and remedies of the Issuer, the Trustee, the Bondholder Representative and the Bondholders shall continue as though no such proceeding
had been instituted. Section 11.10 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee, the Bondholder Representative or the Bondholders
is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. Section 11.11 Delay or Omission Not Waiver. No delay or omission of the Trustee, the Bondholder Representative or of
the Bondholders to exercise any right or remedy accruing upon an Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee, the Bondholder Representative or the Bondholders may be exercised from time to time, and as often as may
be deemed expedient, by the Trustee, the Bondholder Representative or by the Bondholders, as the case may be. No waiver of any default or Event of Default pursuant to Section 11.12,
whether by the Trustee, the Bondholder Representative or the Bondholders, shall extend to or shall affect any subsequent default or Event of Default hereunder or shall impair any rights
or remedies consequent thereon. Section 11.12 Waiver of Past Defaults. Before any judgment or decree for payment of money due has been obtained by the Trustee, the Bondholder Representative
(or, in the event of a monetary default, all of the Bondholders) may, subject to Section 11.7, by Written Notice to the Trustee, the Issuer and the Borrower, waive any past default hereunder
or under the Loan Agreement and its consequences except for default in obligations due the Issuer pursuant pursuant to or under the Unassigned Issuer’s Rights. Upon any such waiver,
such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture and the Loan Agreement; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon. Section 11.13 Remedies Under Loan Agreement or Note. As set forth in this Section 11.13
but subject to the last paragraph of this Section 11.13, the Trustee, at the Written Direction of the Bondholder Representative, shall have the right, in its own name or on behalf of
the Issuer, to declare any default and exercise any remedies under the Loan Agreement or the Note, whether or not the Bonds have been accelerated or declared due and payable by reason
of an Event of Default. Any
70 money collected by the Trustee pursuant to the exercise of any remedies under the Loan Agreement or the Note shall be applied as provided in Section 11.5. If an Event of Default has
occurred and is continuing, the Trustee, at the Written Direction of the Bondholder Representative, shall enforce the Bond Documents and pursue the rights and remedies thereunder whether
or not the Bonds have been accelerated or declared due and payable. Notwithstanding anything to the contrary contained in this Indenture, the Trustee shall not exercise any of its rights
or remedies under the Loan Agreement, the Note or any of the other Bond Documents as a result of the occurrence of a Loan Agreement Default, or an Event of Default under the Mortgage
or any default or event of default under any of the other Bond Documents and the expiration of the applicable grace period or notice and cure period, if any, specified therein, unless
and until instructed to do so in writing by the Bondholder Representative. The Trustee shall in such event exercise such rights and remedies as so instructed by the Bondholder Representative;
provided that the Bondholder Representative shall have offered to the Trustee in writing indemnity reasonably satisfactory to the Trustee against the costs and expenses to be incurred
by the Trustee in compliance with any such instructions, provided, however, such indemnity need not protect the Trustee against losses caused by the Trustee’s negligence or willful misconduct.
Section 11.14 Waiver of Appraisement and Other Laws. (a) To the extent permitted by law, the Issuer will not at any time insist upon, plead, claim or take the benefit or advantage of,
any appraisement, valuation, stay, extension or redemption law now or hereafter in force, in order to prevent or hinder the enforcement of this Indenture; and the Issuer, for itself
and all who may claim under it, so far as it or they now or hereafter may lawfully do so, hereby waives the benefit of all such laws. The Issuer, for itself and all who may claim under
under it, waives, to the extent that it may lawfully do so, all right to have the property in the Trust Estate marshaled upon any enforcement hereof. (b) If any law in this Section referred
to and now in force, of which the Issuer or its successor or successors might take advantage despite this Section, shall hereafter be repealed or cease to be in force, such law shall
not thereafter be deemed to constitute any part of the contract herein contained or to preclude the application of this Section. Section 11.15 Suits to Protect the Trust Estate. Subject
to the provisions of Section 11.13, the Trustee, at the Written Direction of the Bondholder Representative, shall have power to institute and to maintain such proceedings as it may deem
expedient to prevent any impairment of the Trust Estate by any acts that may be unlawful or in violation of this Indenture and to protect its interests and the interests of the Bondholders
in the Trust Estate and in the rents, issues, profits, revenues and other income arising arising therefrom, including power to institute and maintain proceedings to restrain the enforcement
of or compliance with any governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement of or compliance with such enactment, rule or order
would impair the security hereunder or be prejudicial to the interests of the Bondholders or the Trustee. Section 11.16 Remedies Subject to Applicable Law. All rights, remedies and powers
provided by this Article may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law in the premises, and all the provisions of this
Article are intended to be subject to all applicable mandatory provisions of law which may be controlling in the premises and to be limited to the extent necessary so that they will
not render this Indenture invalid,
71 unenforceable or not entitled to be recorded, registered or filed under the provisions of any applicable law. Section 11.17 Assumption of Obligations. In the event that the Trustee,
the Bondholder Representative, the Bondholders or its 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 the 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 an Event of Default hereunder, rights and remedies may be pursued pursuant to the terms of the Bond
Documents. ARTICLE XII THE TRUSTEE Section 12.1 Appointment of Trustee; Acceptance. The Issuer hereby appoints U.S. Bank National Association, as Trustee hereunder. The Trustee shall
signify its acceptance of the duties and obligations imposed upon it by this Indenture by executing this Indenture. Section 12.2 Certain Duties and Responsibilities of Trustee. (a) The
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture
against the Trustee. (b) If an Event of Default exists, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and subject to subsection (c)(iii), use
the same degree of care and skill in their exercise, as a prudent corporate trust officer would exercise or use under the circumstances in the conduct of corporate trust business. (c)
No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct,
in each case, as finally adjudicated by a court of law, except that (i) This subsection shall not be construed to limit the effect of subsection (a) of this Section; (ii) The Trustee
shall not be liable for any error of judgment made in good faith, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) The Trustee shall
not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction of the Bondholder Representative relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture; and
72 (iv) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability
is not assured to it in its sole discretion. (d) Subject to its rights to indemnification pursuant to Section 12.4, the Trustee is directed to enter into the Loan Documents to which
it is a party and other related documents, solely in its capacity as Trustee. (e) Whether or not therein expressly so provided, every provision of this Indenture and the other Bond Documents
relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. (f) The Trustee may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (g) The permissive rights of the Trustee to do things enumerated in this Indenture
shall not be construed as a duty. (h) The rights of the Trustee and limitations of liability enumerated herein and in Section 12.4 shall extend to actions taken or omitted in its role
as assignee of the Issuer under the Loan Agreement and the other Bond Documents. Section 12.3 Notice of Defaults. Upon the occurrence of any Event of Default hereunder and provided that
a responsible officer of the Trustee is aware of or has received Written Notice of the existence of such default, promptly, and in any event within fifteen (15) days, with respect to
the Issuer, the Borrower, the Servicer, the Bondholder Representative and within thirty (30) days with respect to any other Bondholder, the Trustee shall transmit to the Issuer, the
Bondholder Representative, the Borrower, the Investor Limited Partner and the Servicer in the manner and at the addresses for notices set forth in Section 15.1 and by mail to the Bondholders
as their names and addresses appear in the Bond Register, notice of such Event of Default hereunder known to the Trustee pursuant to Section 12.3, unless such Event of Default shall
have been cured or waived. Section 12.4 Certain Rights of Trustee. Except as otherwise provided in Section 12.1: (a) The Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document believed
by it to be genuine and to have been signed or presented by the proper party or parties; (b) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by
a certificate or order executed by an Authorized Issuer Representative;
73 (c) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder,
the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a Written Certificate of the Issuer or the Borrower, as
appropriate; (d) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of the Bondholder Representative,
pursuant to this Indenture, unless the Bondholder Representative shall have offered to the Trustee in writing security or indemnity reasonably satisfactory to the Trustee against the
costs, expenses and liabilities which might be incurred by it in compliance with such request or direction, except costs, expenses and liabilities which are adjudicated to have resulted
from its own negligence or willful misconduct, provided, that nothing contained in this subparagraph (d) shall be construed to require such security or indemnity for the performance
by the Trustee of its obligations under Article VIII and Section 11.2; (e) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall
be entitled to examine the books and records of the Issuer, if any, and of the Borrower, in either case personally or by agent or attorney after reasonable notice and during normal business
hours; (f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and pay reasonable compensation
thereto and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. The Trustee may act upon
the advice of counsel of its choice concerning all matters of the trusts hereof and the Trustee shall not be responsible for any loss or damage resulting from any action or inaction
taken in good faith reliance upon said advice; and (g) The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default hereunder except for events
of default specified in subsections (a) or (b) of Section 11.1, unless a responsible officer of the Trustee shall be specifically notified by a Written Direction of such default or Event
of Default by the Issuer, the Bondholder Representative or by any other Bondholder, and all notices or other instruments required by this Indenture to be delivered to the Trustee, must,
in order to be effective, be delivered in writing to a responsible officer of the Trustee at the Office of the Trustee, and in the absence of such Written Notice so delivered the Trustee
may conclusively assume there is no default or Event of Default as aforesaid. Section 12.5 Not Responsible for Recitals. The recitals contained herein and in the Bonds, except the certificate
of authentication on the Bonds, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations
as to the value or condition of the Trust Estate or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity
or sufficiency of this Indenture or of the Bonds.
74 The Trustee shall have no responsibility or liability with respect to any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed
with respect to the issuance of these Bonds or any Secondary Market Transaction. The Trustee shall not be required to monitor the financial condition of the Borrower or the physical
condition of the Project. Unless otherwise expressly provided, the Trustee shall be under no obligation to analyze, review or make any credit decisions with respect to any financial
statements, reports, notices, certificates or documents received hereunder but shall hold such financial statements reports, notices, certificates and documents solely for the benefit
of, and review by, Bondholders and such other parties to whom the Trustee may provide such information pursuant to this Indenture. The Trustee makes no representations as to and shall
have no responsibility for the sufficiency of the insurance required under any of the Loan Documents. Section 12.6 May Hold Bonds. The Trustee in its individual or any other capacity
may become the Owner or pledgee of the Bonds and may otherwise deal with the Issuer and the Borrower with the same rights it would have if it were not Trustee. Section 12.7 Money Held
in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest
on any money received by it hereunder except as otherwise provided in Article IX hereof. Section 12.8 Compensation and Reimbursement. Under the Loan Agreement, the Borrower has agreed
to, except as otherwise expressly provided herein, reimburse the Trustee as provided in this Indenture or the Loan Agreement, upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable fees, expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to the Trustee’s negligence or willful misconduct, both as finally adjudicated by a court of law. When the Trustee
incurs expenses or renders service in connection with any bankruptcy or insolvency proceeding, such expenses (including the fees and expenses of its counsel) and the compensation for
such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors rights generally. (a) The Issuer has no obligation to pay the
Trustee for services rendered except from moneys on deposit in the Expense Fund. (b) As security for the performance of the obligations of the Borrower under this Section and for the
payment of such compensation, expenses, reimbursements and indemnity, the Trustee shall have the right to use and apply any moneys held by it as part of the Trust Estate, subject to
the provisions of Section 11.4. (c) The Trustee’s rights to compensation and reimbursement shall survive its resignation resignation or removal, the payment of the Bonds or release of
this Indenture. Section 12.9 Trustee Required; Eligibility. Any successor Trustee shall at all times be a trust company, a state banking corporation or a national banking association
with the authority to
75 accept trusts in the State and either (a) have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition, (b) be
a wholly-owned subsidiary of a bank holding company, or a wholly-owned subsidiary of a company that is a wholly-owned subsidiary of a bank holding company, having a combined capital
surplus of at least $50,000,000 as set forth in its most recent published annual report of condition, have at least $500,000,000 of trust assets under management and have a combined
capital surplus of at least $2,000,000 as set forth in its most recent published annual report of condition, or (c) is otherwise acceptable to the Bondholder Representative in its sole
and absolute discretion. Section 12.10 Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee hereunder and no appointment of a successor Trustee
pursuant to this Article shall become effective until the written acceptance by the successor Trustee of of such appointment. (b) The Trustee may resign at any time by giving 60 days’
Written Notice thereof to the Issuer, the Borrower and the Bondholder Representative. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee
within thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.
(c) The Trustee may be removed at any time with 30 days’ notice by (1) the Issuer, with the Written Consent of the Bondholder Representative not to be unreasonably withheld, (2) the
Borrower (unless the Borrower is in default under any of the Loan Documents), with the Written Consent of the Bondholder Representative and the Issuer, or (3) the Bondholder Representative
by Written Notice delivered to the Trustee, the Issuer and the Borrower. (d) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the
office of the Trustee for any cause, the Issuer shall promptly appoint a successor Trustee, with the Written Consent of the Bondholder Representative not to be unreasonably withheld.
In case all or substantially all of the Trust Estate shall be in the possession of a receiver or Trustee lawfully appointed, such receiver or Trustee may similarly appoint a successor
to fill such vacancy until a new Trustee shall be so appointed by the Issuer. If, within 60 days after such resignation, removal or incapability or the occurrence of such vacancy, the
Issuer has failed to so appoint a successor Trustee, then a successor Trustee shall be appointed by the Bondholder Representative with Written Notice thereof delivered to the Issuer,
the Borrower and the retiring Trustee, and the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the
successor Trustee appointed by such receiver or Trustee. If no successor Trustee shall have been appointed by the Issuer or or the Bondholder Representative and accepted appointment
in the manner hereinafter provided, any Bondholder or retiring Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (e) The retiring Trustee
shall cause Written Notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to be mailed by first-class mail, postage prepaid, to the Bondholders
as their names and addresses appear in the Bond Register. Each notice shall include the name of the successor Trustee and the address of the office of the successor Trustee. Section
12.11 Acceptance of Appointment by Successor. (a) Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or
76 conveyance, shall become vested with all the estates, properties, rights, powers, trusts and duties of the retiring Trustee; notwithstanding the foregoing, on request of the Issuer
or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument conveying and transferring to such successor Trustee upon the trusts
herein expressed all the estates, properties, rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such estates, properties, rights, powers and trusts. (b) No successor Trustee shall accept its appointment unless at the time of such acceptance
such successor Trustee shall be qualified and eligible under this Article, to the extent operative. Section 12.12 Merger, Conversion, Consolidation or Succession to Business. Any corporation
into which the Trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall
be otherwise qualified and eligible under this Article, to the extent operative, without the execution or filing of any paper or any further act on the part of any of the parties hereto.
Notwithstanding the foregoing, any such successor Trustee shall cause Written Notice of such succession to be delivered to the Bondholder Representative and the Issuer within 30 days
of such succession. In case the Bonds shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Bonds so authenticated with the same effect as if such successor Trustee had itself authenticated the Bonds. Section 12.13 Requirements
for Bondholder Consent and Instruction to the Trustee. Notwithstanding anything to the contrary contained herein or in any of the other Bond Documents, except the provisions of Article
XIII hereof regarding the consent or approval of all Bondholders to any supplement or amendment to this Indenture, the Loan Agreement, the Note or to any of the other Bond Documents,
the following provisions shall govern and control with respect to any consents, determinations, elections, approvals, waivers, acceptances, satisfactions or expression of opinion of
or the taking of any discretionary act or the giving of any instructions or the taking of actions by the Bondholder Representative or the other Bondholders hereunder or under any of
the other Bond Documents. (a) The Issuer and Trustee acknowledge that, concurrently with the issuance of the Bonds, the Bond Purchaser has designated the Person identified in the definition
of “Bondholder Representative” as the initial Bondholder Representative. The Bondholder Representative shall have the authority to bind the Bondholders for all purposes hereunder and
under each of the other Bond Documents, including, without limitation, for purposes of exercising the rights of the Bondholder Representative under Section 15.5. The Trustee and the
Issuer shall be entitled to rely upon the acts of any such Bondholder Representative as binding upon the Bondholder Representative and the Bondholders. (b) The Bondholder Representative
shall continue to act in such capacity and the Trustee shall continue to rely on the actions of such Bondholder Representative for all purposes hereunder
77 and under each of the Bond Documents until such time as the Holders of a Majority Share designate a new Bondholder Representative in writing. Section 12.14 Appointment of Co-Trustee.
It is the purpose of this Indenture that there shall be no violation of any laws of any jurisdiction (including particularly the laws of the State) denying or restricting the right of
banking corporations or associations to transact business as Trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture, the Loan Agreement or the
Regulatory Agreement, and in particular in case of the enforcement of any of them on default, or in case the Trustee deems that by reason of any present or future law of any jurisdiction
it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein provided, or take any other action which
may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate or co-trustee. The following
provisions of this Section are adopted to these ends. The Trustee is hereby authorized to appoint an additional individual or institution as a separate or co-trustee hereunder, upon
Written Notice to the Issuer and the Borrower and with the consent of the Issuer, the Bondholder Representative, if any, but without the necessity of further authorization or consent,
in which event each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture, the Regulatory
Agreement or the Loan Agreement to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but only
to the extent necessary to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to
and be enforceable by either of them. Should any instrument in writing from the Issuer be required by the separate trustee or cotrustee appointed by the Trustee for more fully and certainly
vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request of the Trustee, be executed,
acknowledged and delivered by the Issuer. In case any separate trustee or co-Trustee, or a successor to either, shall die, become incapable of acting, resign or be removed, all the estates,
properties, rights, powers, trusts, duties and obligations of such separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the
appointment of a successor to such separate trustee or co-trustee. Section 12.15 Loan Servicing. The Issuer and the Trustee acknowledge that the Bondholder Representative shall have
the right to appoint the Servicer to service and administer the Loan as set forth in the Servicing Agreement. The Issuer and the Trustee shall not be responsible for monitoring the performance
of the Servicer or for any acts or omissions of the Servicer. The Bondholder Representative may, in its sole discretion, terminate or replace the Servicer. Section 12.16 Requests From
Rating Agency. If the Bonds are at any time rated by a Rating Agency, the Trustee shall promptly, during such time, respond in writing, or in such other manner as may be reasonably requested,
to requests from the Rating Agency for information deemed necessary by the Rating Agency in order to maintain the rating assigned thereby to the Bonds. The Trustee shall promptly furnish
any such requested information in its possession to the Rating Agency. During any period the Bonds are rated by a nationally recognized Rating Agency, the Trustee shall provide to any
such Rating Agency with Written Notice upon the occurrence of: (i) the resignation or removal of the Trustee; (ii) acceptance of appointment as successor Trustee hereunder; (iii) the
78 redemption or Mandatory Tender and purchase of all Bonds; (iv) a material change in this Indenture or the Loan Agreement; (v) the expiration, termination, reduction, modification
or amendment of the Credit Facility; (vi) the defeasance in whole of the Bonds; (vii) any conversion of Interest Rate Modes and (viii) any declaration by the Trustee of an acceleration
of the payment of the principal of and interest on the Bonds pursuant to this Indenture. The Trustee shall also notify any Rating Agency of any material changes to any of the documents
to which the Trustee is a party, upon its receipt of written notification of any such changes. Section 12.17 No Recourse Against Officers or Employees of Trustee. No recourse with respect
to any claim related to any obligation, duty or agreement contained in this Indenture or any other Bond Document shall be had against any officer or employee, as such, of the Trustee,
it being expressly understood that the obligations, duties and agreements of the Trustee contained contained in this Indenture and the other Bond Documents are solely corporate in nature.
Section 12.18 Concerning the Remarketing Agent. Any Remarketing Agent shall be appointed by the Borrower with the consent of the Credit Facility Provider, if any, or the Bondholder Representative
(to the extent there is no Credit Facility Provider), and shall meet the qualifications set forth in this Section and Section 12.19. The Remarketing Agent shall designate to the Trustee
its principal office and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Credit Facility
Provider, if any, the Borrower and the Trustee. In addition, the Remarketing Agent will agree particularly to: (a) compute the Weekly Interest Rate, Daily Interest Rate, Term Rate and
Fixed Interest Rate, as applicable, and give notices of such computations to the Trustee on each applicable Interest Rate Determination Date, all in accordance with this Indenture; Indenture;
and (b) keep such records relating to its computations of interest rates for the Bonds as shall be consistent with prudent industry practice and to make such records available for inspection
by the Issuer, the Trustee, the Credit Facility Provider, if applicable, and the Borrower at all reasonable times. The Remarketing Agent shall be entitled to advice of legal counsel
on any matter relating to the Remarketing Agent’s obligations hereunder and shall be entitled to act upon the opinion of such counsel in the exercise of reasonable care in fulfilling
such obligations. Section 12.19 Qualifications of Remarketing Agent. The Remarketing Agent shall be authorized by law to perform all the duties imposed upon it by this Indenture. The
Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least thirty (30) days’ notice of such resignation to
the Issuer, the Borrower, the Bondholder Representative, the Credit Facility Provider, if any, and the Trustee. The Remarketing Agent may be removed at any time by the Borrower, with
the written consent of the Credit Facility Provider, if any, or, in the absence of a Credit Facility, the Bondholder Representative, which consent shall not be unreasonably withheld.
To effect such removal, the Authorized Borrower Representative shall give at least thirty (30) days’ notice of such removal to the Remarketing Agent, the Issuer, the Credit Facility
Provider, if any, the Bondholder Representative and the Trustee. Any appointment by the Borrower of a successor Remarketing Agent shall be subject to the prior written consent of the
Issuer. If the Issuer fails to deliver written notice to the Trustee of its determination with respect to a successor Remarketing
Agent within ten (10) Business
79 Days of receipt of notice from the Authorized Borrower Representative, the parties shall conclude that the Issuer has consented to the such successor Remarketing Agent. Upon any resignation
of the Remarketing Agent, the departing Remarketing Agent shall pay over, assign and deliver any money and Bonds held by it in such capacity to its successor or, if there be no successor,
to the Trustee. In the event that the Remarketing Agent shall resign, or be removed or dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control
of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Borrower shall not have appointed a successor Remarketing Agent,
the Trustee, notwithstanding the provisions of the first paragraph of this Section, shall ipso facto be deemed to be the Remarketing Agent until the appointment by the Borrower of a
successor Remarketing Agent; however, the Trustee shall not remarket Bonds or fix the the interest rate for the Bonds, but shall be required only to implement the purchase of Bonds pursuant
to a draw on the Credit Facility as provided for in Section 5.3. The Trustee, within thirty (30) days of the resignation or removal of the Remarketing Agent or the appointment of a successor
Remarketing Agent, shall give notice thereof by registered or certified mail to the Rating Agency, if any, and to the registered Holders of the Bonds. With respect to the Remarketing
Agent, the term its “successors” shall include any entity to which its remarketing trading and sales activities are transferred. Section 12.20 Tender Agent. (a) The Trustee, with the
written consent of the Bondholder Representative, shall appoint the Tender Agent for the Bonds, subject to the conditions set forth in Section 12.21. The Trustee shall initially serve
as the Tender Agent. The Tender Agent shall designate to the Trustee its principal office and signify its acceptance of the duties and obligations imposed upon it hereunder by a a written
instrument of acceptance delivered to the Issuer, the Credit Facility Provider, if any, and the Trustee under which the Tender Agent acknowledges its qualifications and authority to
act as Tender Agent under this Indenture and agrees, particularly, as follows: (1) The Tender Agent shall, upon receipt of a tender notice from any Bondholder (or DTC Participant, with
respect to a Bond in “book entry only” form), give prompt telephonic notice thereof to the Trustee, the Credit Facility Provider, if any, and the Remarketing Agent, specifying the amount
of Bonds to be purchased and the Bond Purchase Date, and shall, not later than the following Business Day, confirm such telephonic notice in writing and deliver to the Remarketing Agent,
the Credit Facility Provider and the Trustee and the a copy of such tender notice. (2) On each Bond Purchase Date, the Tender Agent shall give the Remarketing Agent, the Credit Facility
Provider, if any, and the Trustee telephonic notice, confirmed in writing by the following Business Day, of the principal amount of Bonds delivered pursuant to Section 5.1. (3) The Tender
Agent shall hold all Bonds delivered to it pursuant to Section 5.1 in trust for the benefit of the respective Bondholders which shall have so
80 delivered such Bonds until such Bonds are required by this Indenture to be delivered to the respective purchasers thereof. (4) The Tender Agent shall cancel all Bonds for which it
has received written notice of remarketing from the Remarketing Agent and shall authenticate new Bonds in a like aggregate principal amount in the names and in the denominations set
forth in the written notice given to the Tender Agent by the Remarketing Agent pursuant to Section 5.1. (5) The Tender Agent shall deliver Bonds to the purchasers thereof in accordance
with Section 5.3 and shall establish the Bond Purchase Fund under Section 10.03. The Tender Agent shall remit the Purchase Price of tendered Bonds to the tendering Bondholders in accordance
with Section 5.4. (6) The Tender Agent shall deliver to the Trustee all tendered Bonds canceled. (7) The Tender Agent shall keep such books and records as shall be consistent with prudent
industry practice and shall make such books and records available for inspection by the Issuer, the Trustee and the Credit Facility Provider at all reasonable times. (8) The Tender Agent
shall send to the Trustee a copy of its transfer journal evidencing all changes in registration of the Bonds within two (2) days of making such changes. (b) The Tender Agent shall pay
to tendering Bondholders the Purchase Price of any Bonds for which it has received a Tender Notice and which have not been remarketed pursuant to Section 5.3, but solely from the sources
listed in Section 5.4; and the Tender Agent shall pay to tendering Bondholders the Purchase Price of any Bonds for which it has received a tender notice and which have been remarketed
pursuant to Section 5.3, but solely from amounts received from the Remarketing Agent. Section 12.21 Qualifications of Tender Agent. (a) The Tender Agent shall be a commercial bank, national
banking association or trust company with a principal office, or with an affiliate with an office, in New York, New York; provided, however, that the Tender Agent, or an affiliate, shall
only be required to have an office in New York, New York when the Bonds are physical, having a capitalization of at least $10,000,000 and authorized by law to perform all the duties
imposed upon it by this Indenture; provided that, in any event, the Trustee may serve as the Tender Agent so long as the Bonds are in “book entry only” form. The Tender Agent shall be
an affiliate of the Trustee (unless the Tender Agent is the Trustee), unless the Trustee has no affiliate meeting the requirements of the first sentence of this Section, in which case
the selection of the Tender Agent shall be an entity appointed by the Trustee with the written consent of the Credit Facility provider and the Borrower. (b) The Tender Agent may at any
time resign and be discharged by giving at least sixty (60) days’ notice to the Trustee, the Issuer, the Borrower, the Credit Facility Provider, if any, and the Bondholder Representative.
The Tender Agent may be removed at any time, with the written consent of the Credit Facility Provider, if any, or in the absence of a Credit Facility, the Bondholder Representative,
by an instrument signed by the Trustee and filed with the Tender Agent, the Remarketing Agent and the Issuer.
81 (c) In the event of the resignation or removal of the Tender Agent, the Tender Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity, and shall
deliver all books and records relating thereto, to its successor or, if there be no successor, to the Trustee. (d) In the event that the Trustee shall fail to appoint a Tender Agent
hereunder, or in the event that the Tender Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Tender Agent shall be taken under the control of any
state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Trustee shall not have appointed its successor as Tender Agent, the
Trustee, notwithstanding the provisions of the first paragraph of this Section 12.20, shall be deemed to be the Tender Agent for all purposes of this Indenture until the appointment
by the Trustee of the Tender Agent or a successor Tender Agent, as the case may be, notwithstanding the fact that the Trustee may not meet the qualifications set forth in the first paragraph
of this Section 12.20. (e) Insofar as such provisions may be applicable, the Tender Agent shall enjoy the same protective provisions in the performance of its duties hereunder as are
specified in Sections 12.1 and 12.4 with respect to the Trustee. The Tender Agent shall perform such duties, and only such duties, as are specifically set forth in this Indenture and
the Loan Agreement and no implied covenants shall be read into this Indenture or the Loan Agreement against the Tender Agent. ARTICLE XIII SUPPLEMENTAL INDENTURES; AMENDMENT OF LOAN
AGREEMENT AND BOND DOCUMENTS Section 13.1 Supplemental Trust Indentures Without Bondholders Consent. The Issuer and the Trustee from time to time may enter into a Supplemental Indenture,
without the consent of any Bondholders, but with the consent of the Bondholder Representative and the Borrower (to the extent such Supplemental Indenture materially affects the rights,
duties, obligations obligations or other interests of the Borrower and provided that if the Borrower is in default under the Bond Documents or the documents relating to the Loan, no
Borrower consent shall be required unless such Supplemental Indenture has a material adverse effect on the rights, duties, obligations or other interests of the Borrower) as are necessary
or desirable to: (a) Cure any ambiguity or formal defect or omission or correct or supplement any provision herein that may be inconsistent with any other provision herein; (b) Grant
to or confer upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the
Bondholders or the Trustee; (c) Amend any of the provisions of this Indenture to the extent required to maintain the exclusion from gross income of interest on the Bonds for federal
income tax purposes; (d) Add to the covenants and agreements of the Issuer in this Indenture other covenants and agreements thereafter to be observed by the Issuer or to surrender any
right or power herein reserved to or conferred upon the Issuer;
82 (e) Make any change herein that is required by any Rating Agency in order to obtain a rating by such Rating Agency on the Bonds; (f) Amend, alter, modify or supplement this Indenture
in a manner necessary or desirable in connection with either the use or maintenance of the Book-Entry System for the Bonds, or the issuance of certificated Bonds following the termination
of the Book-Entry System for the Bonds; (g) Make any other change, which is not materially adverse to the interests of the Bondholders; (h) During a Daily Interest Rate Mode or a Weekly
Interest Rate Mode, to modify, alter, amend or supplement this Indenture in any other respect, including amendments which would otherwise be described in Section 13.2, if notice of the
proposed supplemental indenture is given to Bondholders (in the same manner as notices of redemption are given) at least fifteen (15) days before the effective date thereof and, on or
before such effective date, the Bondholders have the right to demand purchase of their Bonds pursuant to Section 5.1; (i) Modify, alter, amend or supplement this Indenture in connection
with the delivery of any Credit Facility, or upon the occurrence of any Interest Rate Adjustment Date; or (j) Implement or modify any secondary market disclosure requirements. The Trustee
will provide the Borrower with at least ten Business Days Written Notice of any proposed Supplemental Indenture. Immediately after the execution of any Supplemental Indenture for any
of the purposes of this Section, the Trustee shall cause a notice of the proposed execution of such Supplemental Indenture to be mailed, postage prepaid, to the Bondholders. Such notice
shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that copies thereof are on file at the designated Office of the Trustee for inspection by Bondholders.
A failure on the part of the Trustee to mail the notice required by this Section shall not affect the validity of such Supplemental Indenture. Section 13.2 Supplemental Trust Indentures
With Bondholders’ Consent. Except as otherwise provided in Section 13.1, subject to the terms and provisions contained in this Section and Section 13.3, the Bondholder Representative
shall have the right, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee, of each Supplemental
Indenture as shall be deemed necessary or desirable by the Issuer, the Borrower or the Bondholder Representative for the purpose of modifying, altering, amending, adding to or rescinding,
in any particular, any of the terms or provisions contained in this Indenture or in any Supplemental Indenture; provided, however, that nothing herein contained shall permit, or be construed
as permitting, without the consent of the Bondholders of all of the Bonds affected by such Supplemental Indenture, (a) an extension in the payment of any Bond Obligation with respect
to any Bond issued hereunder, or (b) a reduction in any Bond Obligation payable under or or with respect to any Bond, or the rate of interest on any Bond, or (c) the creation of a lien
upon or pledge of the money or other assets pledged to the payment of the Bonds hereunder, or the release of any such assets from the lien of this Indenture, or (d) a preference or priority
of any Bond or Bonds over any other Bond or Bonds, or (e) a reduction in the aggregate principal amount of the Bonds required for consent to such Supplemental Indenture or to any amendment,
change or modification to the Bond Documents as provided in this Article XIII, or (f) an extension or reduction in the payment of any other amount payable on or in connection with any
Bond issued hereunder. Nothing herein
83 contained, however, shall be construed as making necessary the approval of Bondholders (other than the Bondholder Representative) of the execution of any Supplemental Indenture authorized
in Section 13.1. If at any time the Issuer or the Borrower shall request the Trustee to enter into a Supplemental Indenture for any of the purposes of this Section, the Trustee shall,
at the expense of the Borrower, cause notice of the proposed execution of such Supplemental Indenture to be mailed, postage prepaid, to the Bondholders. Such notice shall briefly set
forth the nature of the proposed Supplemental Indenture and shall state that copies thereof are on file at the designated Office of the Trustee for inspection by Bondholders. The Trustee
shall not, however, be subject to any liability to any Bondholders by reason of its failure to mail the notice required by this Section 13.2, and any such failure shall not affect the
validity of such Supplemental Indenture when consented to and approved as provided in this Section. Whenever, at any time within one year after the date of mailing of such notice, the
Issuer delivers to the Trustee an instrument or instruments in writing purporting to be executed by the Bondholder Representative which instrument or instruments shall refer to the proposed
Supplemental Indenture described in such notice and shall specifically consent to and approve the execution thereof in substantially the form of the copy thereof referred to in such
notice, thereupon but not otherwise, the Trustee may, subject to the provisions of the first paragraph of this Section 13.2, execute such Supplemental Indenture in substantially such
form. Subject to the provisions of the first paragraph of this Section 13.2, if, at the time of the execution of such supplemental trust indenture, the Bondholder Representative shall
have consented to and approved the execution thereof as herein provided, no Bondholder shall have any right to object to the execution of such supplemental trust indenture, or to object
to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee
or the Issuer from executing the same or from taking any action pursuant to the provisions thereof. Section 13.3 Supplemental Indentures Part of Indenture. Any Supplemental Indenture
executed in accordance with the provisions of this Article shall thereafter form a part of this Indenture, and all of the terms and conditions contained in any such Supplemental Indenture
as to any provision authorized to be contained therein shall be and shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. This Indenture
shall be, and be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Issuer, the Trustee and Bondholders
shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. Express reference to any Supplemental Indenture may be
made in the text of any Bonds authenticated after the execution of such Supplemental Indenture, if deemed necessary or desirable by the Trustee. Section 13.4 Discretion of Trustee to
Execute Supplemental Indenture. Except in the case of a direction from the Bondholder Representative (unless the Trustee determines, in its reasonable discretion, that such Supplemental
Indenture increases its duties or adversely affects its rights, privileges or indemnities), the Trustee shall not be under any responsibility or liability to the Issuer or to any Bondholder
or to anyone whomsoever for its refusal in good faith to enter into any Supplemental Indenture if such Supplemental Indenture is deemed by it to be contrary to the provisions of this
Article or if the Trustee has received an Opinion of Counsel that such Supplemental Indenture is contrary to law or materially adverse to the rights of the Bondholders.
84 Section 13.5 Consents and Opinions. Subject to Section 13.1, any Supplemental Indenture entered into under this Article XIII or any amendment, change or modification otherwise permitted
under this Article XIII shall not become effective unless and until the Borrower and the Bondholder Representative shall have approved the same in writing, each in its sole discretion.
No Supplemental Indenture shall be effective until the Issuer, the Borrower, the Trustee, and the Bondholder Representative shall have received, at the expense of the Borrower, a Bond
Counsel No Adverse Effect Opinion and an Opinion of Counsel to the effect that any such proposed supplement or amendment complies with the provisions of this Indenture. The Trustee shall
not be under any responsibility or liability to the Issuer or to any Bondholder or to anyone whomsoever for its refusal in good faith to enter into any supplement or amendment as provided
in this Section if such supplement or amendment is deemed by it to be contrary to the provisions of this Article or if the Trustee has received an Opinion of Counsel that such supplement
or amendment is contrary to law or materially adverse to the rights of the Bondholders of the Bonds or the liabilities or indemnities of the Trustee. Section 13.6 Notation of Modification
on Bonds; Preparation of New Bonds. Bonds authenticated and delivered after the execution of any Supplemental Indenture pursuant to the provisions of this Article may bear a notation,
in form approved by the Trustee and the Issuer, as to any matter provided for in such Supplemental Indenture, and if such Supplemental Indenture shall so provide, new Bonds, so modified
as to conform, in the opinion of the Trustee and the Issuer, to any modification of this Indenture contained in any such Supplemental Indenture, may be prepared by the Issuer, at the
expense of the Borrower, authenticated by the Trustee and delivered without cost to the Bondholders of the Bonds then Outstanding, upon surrender for cancellation of such Bonds in equal
aggregate principal amounts. Section 13.7 Amendments to Loan Agreement and Bond Documents Not Requiring Consent of Bondholders. The Issuer shall not consent to any amendment, change
or modification of the Loan Agreement or any other Bond Document (other than this Indenture) without the prior Written Consent of the Trustee, the Borrower and the Bondholder Representative.
The Issuer, the Bondholder Representative and the Trustee may, without the consent of or notice to any other Bondholders, but only with the consent of the Borrower, consent to any amendment,
change or modification of any of the above-mentioned documents as are necessary or desirable to: (a) Cure any ambiguity or formal defect or omission, correct or supplement any provision
therein; (b) Grant to or confer upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or
conferred upon the Bondholders or the Trustee; (c) Amend any of the provisions therein to to the extent required to maintain the exclusion from gross income of interest on the Bonds
for federal income tax purposes; (d) Add to the covenants and agreements of the Issuer therein other covenants and agreements thereafter to be observed by the Issuer or to surrender
any right or power therein reserved to or conferred upon the Issuer;
85 (e) Make any change that is required by any Rating Agency in order to obtain or maintain a rating by such Rating Agency on the Bonds; (f) Amend, alter, modify or supplement such document
in a manner required in connection with either the use or maintenance of the Book-Entry System for the Bonds, or the issuance of certificated Bonds following the termination of the Book-Entry
System for the Bonds; (g) Make any other change, which is not materially adverse to the interests of the Bondholders of the Bonds; (h) During a Daily Interest Rate Mode or a Weekly Interest
Rate Mode, to modify, alter, amend or supplement the Loan Agreement in any other respect including amendments which would otherwise be described in Section 13.8, if notice of the proposed
amendments is given to Bondholders (in the same manner as notices of redemption are given) at least fifteen (15) days before the effective date thereof and, on or before such effective
date, the Bondholders have the right to demand purchase of their Bonds pursuant to Section 5.1; or (i) To modify, alter, amend or supplement the Loan Agreement in connection with the
delivery of a Credit Facility to the extent such modification, alteration, amendment or supplement will not materially adversely affect the interest of the Bondholders, or upon the occurrence
of any Interest Rate Adjustment Date. Section 13.8 Amendments to Loan Agreement and Bond Documents Requiring Consent of Bondholders. Except for the amendments, changes or modifications
corresponding to those provided in Section 13.7, neither the Issuer nor the Trustee shall consent to any other amendment, change or modification of the Loan Agreement or the other Bond
Documents (other than this Indenture) without the consent of the Bondholder Representative; provided, however, that nothing herein shall permit or be construed as permitting, without
the consent of the Bondholders of all of the Bonds, (a) an extension of the time of payment of any amounts payable under the Note, the Loan Agreement or the Bonds, or (b) a a reduction
in the amount of any payment to be made with respect to the Note, the Loan Agreement, or the Bonds, or the rate of interest on the Note or any Bond, or (c) the creation of a lien upon
or pledge of the money or other assets pledged to the payment of the Note, Loan Agreement or the Bonds hereunder, or the release of any such assets from the lien of this Indenture, or
(d) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (e) a reduction in the aggregate principal amount of the Bonds required for consent to any such amendment,
change or modification as provided herein, or (f) an extension or reduction in the payment of any other amount payable on or in connection with the Note, the Loan Agreement or any Bond
issued hereunder. If at any time the Issuer or the Borrower requests consent to any such proposed amendment, change or modification of any of such documents, other than an amendment,
change, or modification permitted by Section 13.7, the Trustee shall, at the expense expense of the Borrower, cause notice of such proposed amendment, change or modification to be mailed,
postage prepaid, to Bondholders. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the amendment to such
document embodying the same are on file at the designated Office of the Trustee for inspection by Bondholders. The Trustee shall not, however, be subject to any liability to any Bondholders
by reason of its failure to mail the notice required by this Section, and any such failure shall not affect the validity of such supplement or amendment to such document when consented
to and approved as provided in this Section.
86 Whenever, at any time within one year after the date of mailing such notice, the Issuer delivers to the Trustee an instrument or instruments in writing purporting to be executed by
the Bondholder Representative which instrument or instruments shall refer to the proposed amendment or supplement to the document described in such notice and shall specifically consent
to and approve the execution thereof in substantially the form of the copy thereof referred to in such notice, thereupon but not otherwise, the Issuer and/or the Trustee may execute
such amendment in substantially the form on file as provided above, without liability or responsibility to any Bondholder of any Bond, whether or not such Bondholder has consented thereto.
Section 13.9 Amendments to the Credit Facility. The Trustee may, without the consent of, or notice to, any of the Bondholders enter into any amendment, change or modification of the
Credit Facility (a) as may be required by the provisions of the Credit Facility, (b) to cure any formal defect, omission, inconsistency or ambiguity in the Credit Facility, (c) in any
manner which is not prejudicial to the interests of the Bondholders (which shall be conclusively evidenced by an Opinion of Counsel delivered to the Trustee, the Issuer and the Credit
Facility Provider or by a written confirmation from the Rating Agency of the then existing rating on the Bonds delivered to the Trustee, the Issuer and the Credit Facility Provider)
or (d) as required by the Rating Agency to maintain the then current rating on the Bonds. ARTICLE XIV DEFEASANCE Section 14.1 Satisfaction and Discharge of Indenture. Whenever all Bond
Obligations have been fully paid and the Bonds are no longer outstanding, and all fees, costs and expenses due and payable hereunder and under the other Bond Documents have been paid
in full, then (a) this Indenture and the lien, rights and interests created hereby shall cease, determine and become null and void (except as to any surviving rights of transfer or exchange
of the Bonds herein or therein provided for) and (b) the Trustee shall execute and deliver a termination statement and such instruments of satisfaction and discharge as may be necessary
and pay, assign, transfer and deliver all cash and securities then held by it hereunder as a part of the Trust Estate in accordance with Section 8.12 hereof. Section 14.2 Trust for Payment
of Debt Service. (a) The Issuer shall, at the Written Request of the Borrower, on any date provide for the payment of any of the Bonds by establishing an escrow (at the sole expense
of the Borrower) for such purpose with the Trustee and depositing therein cash and/or Government Obligations that (assuming the due and punctual payment of the principal of and interest
on such Government Obligations, or, in connection with a defeasance for a period of no more than 35 days, Permitted Investments described in clause (h) of the definition thereof or otherwise
approved in writing by the Bondholder Representative (the “Special Defeasance Obligations”), but without reinvestment) will provide funds sufficient to pay the principal, premium, if
any, and interest on the Bonds at the Defeasance Rate which may apply to the Bonds as the same become due and payable until the maturity or redemption of the Bonds; provided, however,
that (i) Such Government Obligations or Special Defeasance Obligations must not be subject to redemption prior to their respective maturities at the option of the Issuer of such Government
Obligations or Special Defeasance Obligations,
87 (ii) If the Bonds are to be redeemed prior to their maturity, either (i) the Trustee shall receive evidence that irrevocable written notice of such redemption has been given in accordance
with the provisions of this Indenture and the Bonds or (ii) the Issuer shall confer on the Trustee irrevocable written authority for the giving
of such notice on behalf of the Issuer, (iii) Prior to the establishment of such escrow the Issuer, the Trustee and the Bondholder Representative must receive (1) an Opinion of Counsel
stating in effect that upon the occurrence of an Act of Bankruptcy of the Borrower, its Borrower Controlling Entity or any Guarantor, money and investments in such trust will not be
recoverable from the Trustee or the Bondholders under provisions of the Bankruptcy Code relating to voidable preferences and (2) an Bond Counsel No Adverse Effect Opinion, and (iv) Except
in the case of a gross-funded cash defeasance, prior to the establishment of such escrow, the Trustee must receive a report by an independent certified public accountant stating in effect
that the principal and interest payments on the Government Obligations in such escrow, without reinvestment, together with the cash initially deposited therein, will be sufficient to
make the required payments from such trust. (b) Notwithstanding subsection (a) above, if the Borrower deposits funds with the Trustee sufficient to effectuate an optional redemption
of the Bonds pursuant to Section 6.1 one Business Day prior to the date on which the Bonds are to be redeemed, and all other fees, costs and expenses due and payable hereunder and under
the other Bond Documents have been paid in full, then (i) The Trustee shall hold such funds in trust for the benefit of Bondholders, (ii) The conditions set forth in clauses (ii) – (iv)
in subsection (a) above shall not apply, and (iii) The Trustee shall release on such day any liens created by this Indenture and any collateral held in the Trust Estate for the benefit
of Bondholders (other than such deposited funds) including, but not limited to, the Mortgage, pursuant to the provisions of Section 14.1. (c) Cash and/or Government Obligations or Special
Defeasance Obligations deposited with the Trustee pursuant to this Section shall not be a part of the Trust Estate but shall constitute a separate, irrevocable trust fund for the benefit
of the Bondholders to be paid from such fund. Such cash and the principal and interest payable on such Government Obligations or Special Defeasance Obligations shall be applied by the
Trustee first to the payment of Bond principal, premium, if any, and interest on the Bonds and any other amounts due under this Indenture; any amounts not needed for such purpose shall
be remitted to the Borrower. (d) The obligations hereunder relating to paying agent, registrar and transfer agent functions and the provisions of Section 8.8 and Article XII shall survive
defeasance. Section 14.3 Special Defeasance. The provisions of Section 14.2(a)(iii) and (iv) above shall not apply to any defeasance when
: 88 (i) Ten (10) Business Days prior to the date set for redemption of all the Bonds, the Borrower gives Written Notice to the Issuer, the Trustee and the Bondholder Representative
of its intention to prepay the Note and redeem of the Bonds on a date ten (10) Business Days after the filing of such Written Notice; (ii) The Borrower deposits with the Trustee on the
date seven (7) Business Days prior to the date fixed for redemption sufficient funds, to which may be invested only in Special Defeasance Obligations, in an amount sufficient, without
need for reinvestment, to pay the Redemption Price of the Bonds and all other amounts due and owing under this Indenture on the date fixed for redemption; and (iii) At the time the Borrower
deposits the funds described in subparagraph (ii) above, the Borrower instructs the Trustee to give irrevocable notice of redemption of the Bonds on the Redemption Date. ARTICLE XV MISCELLANEOUS
Section 15.1 Notices. (a) All notices, demands, requests and other communications required or permitted to be given by any provision of this Indenture shall be in writing and sent by
first class, regular, registered or certified mail, commercial delivery service, overnight courier, telegraph, telex, telecopier or facsimile transmission, air or other courier, or hand
delivery to the party to be notified addressed as follows: If to the Issuer: Housing Authority of the City of Chula Vista 276 Fourth Avenue Chula Vista, California 91910 Attention: Executive
Director Telephone: ____________ Facsimile: ____________ To the Trustee or Tender Agent: U.S. Bank National Association 633 West Fifth Street, 24th Floor Los Angeles, California 90071
Telephone: ____________ Facsimile: ____________ with respect to any exchange, [ ] tender transfer, payment or surrender of Bonds: If to the Borrower: Congregational Tower Partners, L.P.
c/o Retirement Housing Federation 911 N. Studebaker Road Long Beach, CA 90815 Attention: ___________________ Telephone: _________________ Facsimile: _________________
89 and with a copy to: Nixon Peabody 401 9th Street NW Washington, DC 20004 Attention: Michael Reardon Telephone: (202) 585-8304 Facsimile: ________________ and with a copy to Union
Bank the Equity Investor: 900 Avenue of the Stars, Suite 600 Los Angeles, CA 90067 Attention: ___________________ Telephone: _________________ Facsimile: _________________ with a copy
to: Paul Hastings 515 South Flower Street, 25th Floor Los Angeles, CA 90071 Attention: Ken Krug Telephone: (213) 683-6230 Facsimile: _________________ If to the Bondholder Citibank,
N.A. Representative: 390 Greenwich Street, 2nd Floor New York, New York 10013 Attention: Desk Head Loan/Transaction Management Group Re: Congregational Tower Deal I.D. No. 22044 Facsimile:
212-723-8642 With a copy to: Citibank, N.A. 325 East Hillcrest Drive, Suite 160 Thousand Oaks, California 91360 Attention: Operations Manager/Asset Manager Re: Congregational Tower Deal
I.D. No. 22044 Facsimile: 805-557-0924 With a copy to: Citibank, N.A. 787 W. Fifth Street, 29th Floor Los Angeles, California 90071 Attention: Account Specialist Re: Congregational Tower
Deal I.D. No. 22044 Facsimile (213) 624-3380
90 And a copy of any notices of Citibank, N.A. default sent to: 388 Greenwich Street New York, New York 10013 Attention: General Counsel’s Office Re: Congregational Tower Deal I.D. No.
22044 Facsimile: 212-723-8939 If to the Servicer: Citibank, N.A. c/o Berkadia Commercial Mortgage, LLC 118 Welsh Road P.O. Box 809 Horsham, Pennsylvania 19044 Attention: Servicing-Account
Manager Facsimile: 215-328-3478 With a copy to: Citibank, N.A. 325 East Hillcrest Drive, Suite 160 Thousand Oaks, California 91360 Attention: Operations Manager/Asset Manager Re: Congregational
Tower Deal I.D. No. 22044 Facsimile: 805-557-0924 Any such notice, demand, request or communication shall be deemed to have been given and received for all purposes under this Indenture:
(i) three (3) Business Days after the same is deposited in any official depository or receptacle of the United States Postal Service first class, or, if applicable, certified mail, return
receipt requested, postage prepaid; (ii) on the date of transmission when delivered by telecopier or facsimile transmission, telex, telegraph or other telecommunication device, provided
any telecopy or other electronic transmission received by any party after 4:00 p.m., local time, as evidenced by the time shown on such transmission, shall be deemed to have been received
the following Business Day; (iii) on the next Business Day after the same is deposited with a nationally recognized overnight delivery service that guarantees overnight delivery; and
(iv) on the date of actual delivery to such party by any other means; provided, however, if the day such notice, demand, request or communication shall be deemed to have been given and
received as aforesaid is not a Business Day, such notice, demand, request or communication shall be deemed to have been given and received on the next Business Day; and provided further,
that notices to the Trustee shall not be deemed to be given until actually received by the Trustee. Any facsimile signature by a Person on a document, notice, demand, request request
or communication required or permitted by this Indenture shall constitute a legal, valid and binding execution thereof by such Person. Any party to this Indenture may change such party’s
address for the purpose of notice, demands, requests and communications required or permitted under this Indenture by providing written notice of such change of address to all of the
parties by written notice as provided herein. (b) Where this Indenture provides for giving of notice to the Trustee, such notice shall also be given to the Bondholder Representative
and the Servicer. Failure to provide any such duplicate notice pursuant to the foregoing sentence, or any defect in any such duplicate notice so
91 provided, shall not be treated as a failure to give the primary notice or affect the validity thereof or the effectiveness of any action taken pursuant thereto. Any notice required
by this Indenture to be delivered by the Issuer shall be delivered by it to the Trustee, which shall be responsible for delivering it to the other parties entitled to receive such notice.
If such notice is timely provided by the Issuer to the Trustee, it shall be deemed to be timely given to all parties entitled to receive such notice. Section 15.2 Notice to Bondholders;
Waiver. (a) Where this Indenture provides for giving of notice to the Bondholders of any event, such notice must (unless otherwise herein expressly provided) be in writing and mailed,
first-class postage prepaid, to the Bondholders, at the addresses of the Bondholders as they appear in the Bond Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. (b) Where this Indenture provides for notice notice in any manner, such notice may be waived in writing by the person entitled to receive
such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Bondholders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 15.3 Successors and Assigns. All covenants and agreements in this Indenture
by the Issuer shall bind its successors and assigns, whether so expressed or not. Section 15.4 Benefits of Indenture. Nothing in this Indenture or in the Bonds, expressed or implied,
shall give to any person, other than the parties hereto and their successors hereunder, the Bondholders, the Bondholder Representative or the Borrower, any benefit or any legal or equitable
right, remedy or claim under this Indenture. Section 15.5 Bondholder Representative; Trustee’s, Credit Facility Provider’s and Servicer’s Consents. (a) The entity designated in the definition
of “Bondholder Representative” hereto shall be the initial Bondholder Representative. The Bondholder Representative may provide written notice to the Trustee designating particular individuals
authorized to execute any consent, waiver, approval, direction or other instrument on behalf of the Bondholder Representative, and such notice may be amended or rescinded by the Bondholder
Representative at any time. The Bondholder Representative may be removed and a successor appointed by a Written Notice given by the Holders of a Majority Share to the Trustee and the
Borrower. The removal and reappointment shall be effective immediately upon receipt of such notice by the Trustee. The Holders of a Majority Share may appoint any Person to act as Bondholder
Representative, including, without limitation, the Servicer. If, for any reason, no Bondholder Representative shall then be appointed, all references to Bondholder Representative herein
and in the other Bond Documents shall be deemed to refer to the Holders of a Majority Share. (b) In the event that for any reason, no Credit Facility Provider shall then exist, all references
to Credit Facility Provider herein shall be treated as if null and void and of no effect. (c) Whenever pursuant to this Indenture or any other Bond Document, the Bondholder Representative
or the Credit Facility Provider, if any, exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Bondholder Representative or the
Credit Facility Provider, if any, the decision of the Bondholder Representative or the Credit Facility Provider, if any, to approve or disapprove or to decide whether arrangements or
terms are satisfactory
92 or not satisfactory shall (except as is otherwise specifically herein or therein provided) be in the sole discretion of the Bondholder Representative or the Credit Facility Provider
and shall be final and conclusive. Whenever this Indenture or any Bond Document requires the consent, determination, election, approval, waiver, acceptance, satisfaction or expression
of opinion of, or the taking of any discretionary act by, the Trustee (as expressly provided or as assignee of the Issuer) or the Servicer (all of the foregoing being referred to as
“Consent” in this Section 15.5), (i) the right, power, privilege and option of the Trustee to withhold or grant its Consent shall be deemed to be the right, power, privilege and option
of the Bondholder Representative to withhold or grant such Consent, and the Trustee shall have no responsibility for any action or inaction with respect thereto, except as may be otherwise
set forth in this Indenture, (ii) the right, power, privilege and options of the Servicer to withhold or grant its Consent may, in the Bondholder Representative’s discretion with respect
to any individual Consent, be deemed to be the right, power, privilege and option of the Bondholder Representative to withhold or grant such Consent and, in such event, the Servicer
shall have no responsibility for any action or inaction with respect thereto, except as may be otherwise set forth in this Indenture, and (iii) the right, power, privilege and options
of the Trustee, Bondholder Representative and the Servicer to withhold or grant their Consent may, in the Credit Facility Provider’s (if any) discretion with respect to any individual
Consent, be deemed to be the right, power, privilege and option of the Credit Facility Provider (if any) to withhold or grant such Consent and, in such event, the Trustee, the Servicer,
and the Bondholder Representative shall have no responsibility for any action or inaction with respect thereto, except as may be otherwise set forth in this Indenture. The Trustee and
the Servicer shall not grant or withhold any Consent until it has obtained the consent of the Bondholder Representative or the Credit Facility Provider, if applicable, and the Trustee
and the Servicer shall grant or withhold any Consent as so directed by the Bondholder Representative. (d) The Bondholder Representative and the Credit Facility Provider, if any, are
third party beneficiaries hereof, and accordingly will be entitled to rely on the rights granted to them herein. No implied covenants, fiduciary duties or other Liabilities shall attach
to the Bondholder Representative. Section 15.6 Proof of Execution of Writings and Ownership. Any instrument provided in this Indenture to be signed or executed by the Registered Owners
of all or any portion of the Bonds may be in any number of writings of similar tenor and may be signed or executed by such Registered Owners in person or by their duly authorized representatives.
Proof of the execution of any such instrument, or of the writing appointing any such agent, or of the ownership of any Bonds, shall be sufficient for any of the purposes of this Indenture
and shall be conclusive in favor of the Issuer and the Trustee with respect to any actions taken by either under such instruments if: (a) The fact and date of the execution by any person
of any such instrument is proved by (i) a certificate of any officer of any jurisdiction who by law has power to take acknowledgments of deeds within such jurisdiction, to the effect
that the person signing such instrument acknowledged before him the execution thereof, or (ii) an affidavit of a witness of such execution; and (b) The ownership of any Bonds is proved
by the registration books kept by the Bond Registrar.
93 Section 15.7 Legal Holidays. In any case in which the date of payment of any Bond Obligation or the date on which any other act is to be performed pursuant to this Indenture shall
be a day that is not a Business Day, then payment of such Bond Obligation or such act need not be made on such date but may be made on the next succeeding Business Day, and such later
payment or such act shall have the same force and effect as if made on the date of payment or the date fixed for redemption or the date fixed for such act, and no additional interest
shall accrue for the period after such date and prior to the date of payment. Section 15.8 Governing Law. This Indenture shall be governed by and shall be enforceable in accordance with
the laws of the State. Section 15.9 Severability. If any provision of this Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
portions shall not in any way be affected or impaired. In case any covenant, stipulation, obligation or agreement contained in the Bonds or in this Indenture shall for any reason be
held to be usurious or in violation of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the Issuer
or the Trustee only to the full extent permitted by law. Section 15.10 Execution in Several Counterparts. This Indenture may be contemporaneously executed in several counterparts, all
of which shall constitute one and the same instrument and each of which shall be, and shall be deemed to be, an original. Section 15.11 Nonrecourse Obligation of the Borrower. Except
as otherwise provided in the Loan Agreement, the obligations of the Borrower under this Indenture are without recourse to the Borrower or to the Borrower’s partners, and the provisions
of Section 10.1 of the Loan Agreement are by this reference incorporated herein. Section 15.12 Preservation and Inspection of Documents; Electronic Transactions. All documents received
by the Trustee Trustee under the provisions of this Indenture shall be retained in its possession so long as there are any Bonds Outstanding and for six years thereafter and shall be
subject at all reasonable times and upon reasonable prior notice to the inspection of the Issuer, any other Trustee, the Bondholder Representative and any Bondholder and their agents
and their representatives, any of whom may make copies thereof. The transactions described in this Indenture may be conducted and related documents may be stored by electronic means.
Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents
for all purposes, including the filing of any claim, action or suit in the appropriate court of law. ARTICLE XVI SUBORDINATE BONDS Section 16.1 Conversion Between Senior and Subordinate
Bonds. (a) Subject to the restrictions set forth in Sections 4.4(i), 4.8 and 6.10, Senior Bonds shall be converted to Subordinate Bonds and Subordinate Bonds shall be converted to Senior
Bonds to the extent Senior Bonds are purchased in lieu of redemption pursuant to Section 6.10 and upon the
94 election of the Bondholder Representative in its sole discretion transmitted in writing in the form attached as Exhibit E to the Trustee. The Trustee shall receive a Bond Counsel
Approving Opinion with respect to any election to convert Bonds to Subordinate Bonds pursuant to Section 6.10 and Article XVI. (b) In connection with such conversion, the Registered
Holder of the Senior Bonds shall transmit the definitive Senior Bonds or Subordinate Bonds, as applicable, to the Trustee which shall then cancel such Senior Bonds or Subordinate Bonds,
as applicable, and authenticate Senior Bonds or Subordinate Bonds, as applicable, in the amounts stipulated in Written Direction provided to the Trustee by the Bondholder Representative
in the form attached as Exhibit E. (c) Subordinate Bonds shall be subject and subordinate in all respects to the Bonds (other than Subordinate Bonds) and the Loan (including payments,
if any, under the Note in respect of Bonds other than Subordinate Bonds) and to all terms, covenants, conditions and liens of the Bond Documents affecting the Bonds (other than Subordinate
Bonds) and/or the Loan and the Loan Agreement. Payment of the indebtedness evidenced by the Subordinate Bonds is and shall be subject and subordinate in all respects, including in respect
of the right to payment, to the prior payment in full of all amounts due and payable in respect of the (i) Bonds (other than Subordinate Bonds), and (ii) the Loan (including payments
under the Note in respect of Bonds other than Subordinate Bonds). The owners of Subordinate Bonds expressly subject and subordinate all of their right, title and interest in and to the
Subordinate Bonds in all respects to (1) the Trust Estate, (2) the payment in full of the Bonds other than Subordinate Bonds, (3) the payment in full of the Loan, and (4) the liens of
the Security Instrument and of the Trust Estate. In addition, notwithstanding anything contained in this Indenture, the Loan Agreement, the Note or the Security Instrument to the contrary,
the Issuer and the Holders of the Subordinate Bonds agree, and the Trustee acknowledges, that: (i) The sole source of funds available to the Issuer for the payment of the principal of,
premium, if any, and interest on, the Subordinate Bonds shall be the payments, if any, made by the Borrower under the Note in respect of the Subordinate Bonds, which payments, if any,
may be made only out of, and to the extent of, excess cash flow (as defined in section 16.1(f)); (ii) Payments, if any, of the principal of, and interest on, the Note in respect of Subordinate
Bonds may be made only after all current and past due obligations (A) in respect of the Bonds (other than Subordinate Bonds) and the Loan (including payments under the Note in respect
of Bonds other than Subordinate Bonds), (B) under the Loan Agreement, and (C) under the Swap Agreement, have been paid in full; (iii) The obligation of the Borrower to make payments,
if any, on the Note in respect of Subordinate Bonds is and shall be subject and subordinate in all respects to the obligations of the Borrower to pay all amounts due (A) in respect of
the Bonds (other than Subordinate Bonds) and the Loan (including payments under the Note in respect of Bonds other than Subordinate Bonds), whether under the Bond Documents or otherwise,
(B) under the Loan Agreement, and (C) under the Swap Agreement; (iv) So long as any amounts remain currently due and owing (A) in respect of the Bonds (other than Subordinate Bonds)
and the Loan, whether under the Bond Documents or otherwise, (B) under the Loan Agreement, or (C) under the Swap Agreement (as confirmed in the latter case by the Servicer), the Trustee
shall not be entitled to make any payment in
95 respect of Subordinate Bonds, notwithstanding a default or any arrearage in the payment of any amounts owing under or with respect to any Subordinate Bonds; and (v) Unpaid interest
on Subordinate Bonds stemming from insufficient Excess Cash Flow shall not accrue, and shall be deemed canceled. Failure to make any payment in respect of Subordinate Bonds shall not
constitute an Event of Default. The occurrence of any default with respect to the Bonds (other than Subordinate Bonds) or the Loan or under this Indenture or the Loan Agreement with
respect to the Bonds (other than Subordinate Bonds) or to the Loan shall constitute a default under this Indenture or the Loan Agreement with respect to all Subordinate Bonds. (d) The
Trustee shall not, after the Trustee receives a Default Notice (as defined in Section 16.1(f)) or otherwise acquires knowledge of a default or an Event of Default by the Borrower with
respect to the Bonds (other than Subordinate Bonds), the Loan or under any Bond Document, make any payments in respect of Subordinate Bonds unless and until such default or Event of
Default has been cured or waived by the Bondholder Representative and the other Bondholders (other than the Holders of Subordinate Bonds). Upon the occurrence of any Event of Default
attributable to any default or Event of Default (under and as defined in any Bond Document), all Subordinate Bonds shall, at the Written Direction of the Trustee, be cancelled and deemed
satisfied for all purposes. (e) Bonds purchased in lieu of redemption pursuant to Section 6.9 which become Subordinate Bonds registered in the name of the Borrower or its designee shall,
if they remain registered in the name of the Borrower or its designee, be cancelled by the Trustee in accordance with the provisions of Section 4.7 on the fifth (5th) anniversary date
of the registration of such Bonds in the name of the Borrower or its designee. (f) For purposes of this Section 16.1, the following terms shall have the meanings set forth below: “Excess
Cash Flow” means, for any period, the excess of the gross revenues generated by the Mortgaged Property from all sources for such period, excluding, however, the proceeds of casualty
insurance (other than rent loss insurance), condemnation proceeds, capital contributions, loans or advances, rental income prepaid more than one month in advance and other unusual or
extraordinary cash items the use and application of which is restricted or encumbered by the Loan Documents or the Swap Agreement over the sum of: (i) all debt service, including interest
expense and the amortization of all principal coming due in respect of the Loan and the Bonds (other than Subordinate Bonds) during such period (whether by maturity, mandatory sinking
fund payment, redemption, acceleration or otherwise), and all debt service on subordinate debt encumbering the Mortgaged Property and permitted by the Bondholder Representative, provided
that such subordinate debt is not payable solely out of excess available cash flow, (ii) all payments coming due from from Borrower under the Swap Agreement during such period, (iii)
operating, overhead, ownership and other expenditures (whether ordinary, capital or extraordinary expenditures (other than those paid from the proceeds of insurance or out of escrows
or reserves to the extent not required to be replenished)), including, but not limited to, all direct and indirect costs, charges and expenses of owning, operating, maintaining and repairing
the Mortgaged Property, further including, without limitation, insurance, taxes, assessments and other public charges and all expenditures (capital or otherwise) required for the proper
maintenance of the Mortgaged Property in accordance with the Loan Documents (exclusive, at the option of the Borrower, of (A) payments made to affiliates in
96 excess of market norms, (B) developer fees (however characterized) and (C) property management fees in excess of 4% of gross rent), (iv) all other obligations under the Loan Documents,
including, but not limited to, the payment of all fees, costs and expenses and other expenditures (whether for capital expenditures, repairs or replacements (other than those paid from
the proceeds of insurance or out of escrows or reserves to the extent not required to be replenished)), and the funding of any reserves or escrows required under the Loan Documents (including,
but not limited to, replacement reserves, reserves for taxes, insurance, water and sewer charges and other similar impositions), operating reserves and interest rate hedge reserves,
(v) all other obligations of the Borrower under the Swap Agreement (including, without limitation payments due upon early termination of the Swap Agreement) and the Bond Documents (other
than in respect of the Subordinate Bonds), and (vi) all other amounts that the Borrower Borrower is required to pay or set aside pursuant to agreement, but excluding depreciation and
amortization of intangibles. “Default Notice” means a written notice from the Servicer or the Trustee to the Borrower stating that a Default or Event of Default by the Borrower has occurred
with respect to the Bonds (other than Subordinate Bonds), the Loan or under any Bond Document. The owners of the Bonds, from time to time, by their purchases thereof, agree and acknowledge
that neither the Issuer nor the Trustee shall have any liability for the actions or inaction of the Bondholder Representative in connection with the Bondholder Representative’s
rights and obligations under this Indenture. Bond owners further acknowledge and agree that notwithstanding any other provision of this Indenture, the Loan Agreement or the Regulatory
Agreement, the Bondholder Representative is acting as an independent contractor and not as the agent of Issuer or the Trustee in servicing and administering the Bonds and the Loan. [THE
REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
S-1 IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Indenture to be duly executed as of the date first written above. “ISSUER” HOUSING AUTHORITY OF THE CITY OF CHULA
VISTA By: Executive Director ATTEST: Secretary
S-2 “TRUSTEE” U.S. BANK NATIONAL ASSOCIATION By: Name: Title:
A-1 EXHIBIT A FORM OF BOND EXCEPT AS EXPRESSLY PROVIDED IN THE INDENTURE THE TRUSTEE IS PROHIBITED FROM REGISTERING THE OWNERSHIP OR TRANSFER OF OWNERSHIP OF THIS BOND TO ANY PERSON
WITHOUT RECEIPT OF AN EXECUTED INVESTOR LETTER AS DEFINED IN AND ATTACHED TO THE INDENTURE DESCRIBED HEREIN. HOUSING AUTHORITY OF THE CITY OF CHULA VISTA MULTIFAMILY HOUSING REVENUE
BONDS (CONGREGATIONAL TOWER) SERIES 2013A No. R-1 $[ ] [NOTICE: Unless this bond certificate is presented by an authorized representative of The Depository Trust Company to the Issuer
or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative
of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owners hereof, Cede & Co., has an interest herein.] DATED DATE: MATURITY DATE: CUSIP NO.: [January 1, 2013] [August __, 2045] _____________ REGISTERED OWNER: PRINCIPAL AMOUNT: HOUSING
AUTHORITY OF THE CITY OF CHULA VISTA, a public body corporate and politic, duly organized and existing under the Constitution and the laws of the State of California (the “Issuer”),
for value received, hereby promises to pay (but only out of the revenues and other assets pledged under the Indenture (hereinafter defined)) to the Registered Owner specified above or
registered assigns (subject to any right of prior redemption or tender), on the Maturity Date specified above, the Principal Amount specified above (or so much thereof as has been drawn
down and funded pursuant to the below defined Indenture), and to pay interest thereon, at the Bond Coupon Rate (as defined below), payable on each Bond Payment Date, commencing [February
6, 2013], to the person whose name appears on the registration books as of the Record Date and to pay any other amounts as specified in the Indenture (hereinafter defined); provided
however, that if the Bond Payment Date is not also a Business Day, then payment need not be made on such date, but may be made on the next succeeding Business Day with the same force
and effect as if such payment was made on originally scheduled payment date. All capitalized terms not otherwise defined in this Bond shall have the meaning ascribed thereto in the Indenture
(as hereinafter defined).
A-2 Principal of, and premium, if any, on this Bond are payable in such coin or currency of the United States as at time of payment is legal tender for payment of private and public
debts, at the designated payment office of U.S. Bank National Association (the “Trustee” and “Bond Registrar”), or its successor. This is a draw-down Bond. The principal amount of this
Bond as of any given date shall be equal to (i) the total amount of principal advanced by the Bond Purchaser, less (ii) any payment of principal on the Bonds received by the Holders
thereof. Principal amounts advanced by the Bond Purchaser shall be noted on the principal draw-down schedule attached to this Bond and acknowledged thereon by the Trustee. In lieu of
notation on the Bonds by the Trustee of the principal amount funded with respect to the Bonds, the Trustee may record such information in the Bond recordkeeping system maintained by
the Trustee. Interest on this Bond shall be calculated on the basis of a 360-day year comprised of twelve 30-30-day months, or a year of 365 or 366 days, as applicable, for the actual
number of days elapsed, as provided in the Indenture. The amount of interest payable on the Bonds on each Bond Payment Date shall be the amount of interest accrued thereon from the preceding
Bond Payment Date (or such other date as described in the Indenture) to, but not including, the Bond Payment Date on which interest is being paid. Interest on this Bond shall be payable
in such coin or currency of the United States as at time of payment is legal tender for payment of private and public debts, at the designated payment office of the Trustee or its successor.
If a Bondholder so elects, any payment due to such Bondholder shall be made by wire transfer of federal reserve funds to any account in the United States of America designated by such
Bondholder if such Bondholder, at its expense, (a) so directs by written notice delivered to the Trustee at least ten (10) Business Days before the date upon which such wire transfer
or other arrangement is to be made and (b) otherwise complies with the reasonable requirements of the Trustee. This Bond is one of an issue of duly authorized Housing Authority of the
City of Chula Vista Multifamily Housing Revenue Bonds (Congregational Tower) Series 2013A (the “Bonds”). The Bonds are issued under and are equally and ratably secured by a Trust Indenture,
dated as of January 1, 2013 (the “Indenture”), as amended and supplemented, between the Issuer and the Trustee and pursuant to Chapter 1 of Part 2 of Division 24 of the California Health
and Safety Code, as amended (the “Act”) and a resolution of the Board of Commissioners of the Issuer (the “Resolution”). In the event of any conflict or inconsistency between the terms
of this Bond and the terms of the Indenture, the terms of the Indenture shall prevail. The proceeds from the Bonds are to be used for the purpose of making a mortgage loan pursuant to
a Loan Agreement, dated as of January 1, 2013 (the “Loan Agreement”), between the Issuer and Congregational Tower Partners, L.P., a California limited partnership (the “Borrower”), to
finance the acquisition, rehabilitation and equipping of a multifamily residential facility (the “Project”). The Borrower’s payment obligations under the Loan Agreement will be evidenced
by one or more promissory notes (the “Note”). The Note will be secured by the Mortgage. Reference is hereby made to the Indenture and to all amendments and supplements thereto for a
description of the property pledged and assigned to the Trustee and of the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations
of the Issuer and the Trustee, the terms on which the Bonds are issued and secured, the manner in which
A-3 interest is computed on this Bond, mandatory and optional tender rights and provisions, mandatory and optional redemption rights and tender provisions, acceleration, the rights of
the Bondholders and the provisions for defeasance of such rights. This Bond is subject to optional and mandatory redemption in whole or in part, on the dates, under the terms and conditions
and at the redemption prices set forth in the Indenture, all of the provisions of which are, by this reference, incorporated into this Bond. Notice of redemption shall be given in the
manner set forth in the Indenture. THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM THE PLEDGED REVENUES AND OTHER FUNDS AND MONEYS PLEDGED AND ASSIGNED UNDER THE
INDENTURE. NEITHER THE ISSUER, ANY OF ITS PROGRAM PARTICIPANTS, THE STATE OF CALIFORNIA (THE “STATE”), NOR ANY POLITICAL SUBDIVISION THEREOF (EXCEPT THE ISSUER, TO THE LIMITED EXTENT
SET FORTH IN THE INDENTURE) NOR ANY PUBLIC AGENCY SHALL IN ANY EVENT BE LIABLE FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM (IF ANY) OR INTEREST ON THE BONDS OR FOR THE PERFORMANCE OF
ANY PLEDGE, OBLIGATION OR AGREEMENT OF ANY KIND WHATSOEVER EXCEPT AS SET FORTH IN THE INDENTURE, AND NONE OF THE BONDS OR ANY OF THE ISSUER’S AGREEMENTS OR OBLIGATIONS SHALL BE CONSTRUED
TO CONSTITUTE AN INDEBTEDNESS OF OR A PLEDGE OF THE FAITH AND CREDIT OF OR A LOAN OF THE CREDIT OF OR A MORAL OBLIGATION OF ANY OF THE FOREGOING WITHIN THE MEANING OF ANY CONSTITUTIONAL
OR STATUTORY PROVISION WHATSOEVER. THE ISSUER HAS NO TAXING POWER. The registered owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action
to enforce the covenants therein, or to take any action with respect to any event of default thereunder, or to institute, appear in or defend any suit or other proceeding with respect
thereto, except as provided in the Indenture. By purchase of this Bond, the registered owner hereof authorizes the Bondholder Representative to exercise such rights and remedies afforded
to it as provided in the Bond Documents. Modifications or alterations of the Indenture or of any indenture supplemental thereto may be made only to the extent and in the circumstances
permitted by the Indenture. This Bond may be exchanged, and its transfer may be effected, only by the registered owner hereof in person or by his attorney duly authorized in writing
at the designated corporate trust office of the Trustee, but only in the manner and subject to the limitations provided in the Indenture, including, without limitation, the delivery
of an Investor Letter to the extent required under the Indenture. Upon exchange or registration of such transfer a new registered bond or bonds of the same series, maturity and interest
rate and of Authorized Denomination or Authorized Denominations for the same aggregate principal amount will be issued in exchange therefor. The Issuer and the Trustee may deem and treat
the person in whose name this Bond shall be registered on the bond register, as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and
interest due hereon and for all other purposes and neither the Issuer nor the Trustee shall be affected by any notice to the contrary.
A-4 All acts, conditions and things required by the laws of the Issuer to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the issuance
of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law. Neither the directors, members, officers, agents, employees or representatives
of the Issuer nor any person executing the Bonds shall be personally liable hereon or be subject to any personal liability by reason of the issuance hereof, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability being expressly released and waived as a condition of and in
consideration for the execution of the Indenture and the issuance of the Bonds. This Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose
until the Bond Registrar shall have executed the Certificate of Authentication appearing hereon. IT IS HEREBY CERTIFIED, RECITED AND REPRESENTED that the issuance of this Bond is duly
authorized by law; that all acts, conditions and things required to exist and to be done precedent to and in the issuance of this bond to render the same lawful and valid have been properly
done and performed and have happened in regular and due time, form and manner as required by law; and that all acts, conditions and things necessary to be done or performed by the Issuer
or to have happened precedent to or in the execution and delivery of the Indenture have been done and performed and have happened in regular and due form as required by law.
A-5 IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed in its name by the manual or facsimile signature of its Executive Director and attested by the manual or facsimile
signature of the Secretary of the Board of Commissioners all as of the Dated Date hereof. HOUSING AUTHORITY OF THE CITY OF CHULA VISTA By: Its: Executive Director Attest: Secretary
A-6 CERTIFICATE OF AUTHENTICATION This is to certify that this Bond is one of the Bonds referred to in the within mentioned Indenture. Date of Authentication: ______________, 2013 U.S.
BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory
A-7 ASSIGNMENT FOR TRANSFER FOR VALUE RECEIVED, the undersigned, hereby sells, assigns and transfers unto _____________________________________________________________ (Tax Identification
or Social Security No. _________________________) the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________ attorney
to transfer the within bond on the books kept for registration thereof, with full power or substitution in the premises. THE UNDERSIGNED TRANSFEROR CERTIFIES TO THE ISSUER AND TRUSTEE
THAT IT IS AWARE OF THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE AND IS: (I) A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED;
(II) AN AFFILIATE OF THE TRANSFEROR; (III) A SPECIAL PURPOSE ENTITY, TRUST OR CUSTODIAL ARRANGEMENT OTHERWISE MEETING THE REQUIREMENTS OF THE INDENTURE OR (IV) A QUALIFIED BUYER AS DEFINED
IN THE INDENTURE WHICH HAS EXECUTED AND DELIVERED TO THE ISSUER AND TRUSTEE AN INVESTOR INVESTOR LETTER IN THE FORM SET FORTH IN THE INDENTURE. Date: Signature Guaranteed: NOTICE: Signature(s)
must be guaranteed by a signature guarantor institution that is a participant in a nationally recognized signature guarantor program. NOTICE: The signature to this assignment must correspond
with the name of the registered owner of the within bond as it appears on the face hereof in every particular, without alteration or enlargement or any change whatever, and the Social
Security number or federal employer identification must be supplied.
A-8 PRINCIPAL DRAW-DOWN SCHEDULE The ownership of the unpaid principal balance of this Bond and the interest accruing thereon is registered on the books of the Trustee in the name of
the registered Holder last noted below. Date of Advance Amount of Advance Principal Balance Outstanding Signature of Trustee ________ _______________ __________ ___________ ________
_______________ __________ ___________ ________ _______________ __________ ___________ ________ _______________ __________ ___________ ________ _______________ __________ ___________
________ _______________ __________ ___________ ________ _______________ __________ ___________ ________ _______________ __________ ___________
B-1-1 EXHIBIT B-1 FORM OF WRITTEN REQUISITION OF THE BORROWER To: U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”) under that certain Trust Indenture, dated as of January 1,
2013 (the “Indenture”), between the Trustee and the Housing Authority of the City of Chula Vista. 1. You are requested to disburse funds from the Project Fund pursuant to Section 8.7
of the Indenture in the amount(s), to the person(s) and for the purpose(s) set forth on Schedule I attached hereto and incorporated herein by reference. An invoice or other appropriate
evidence of the obligations described on Schedule I is attached hereto. 2. The undersigned certifies that: (i) there has been received no notice (A) of any lien, right to lien or attachment
upon, or claim affecting the right of the payee to receive payment of, any of the moneys payable under such requisition to any of the persons, firms or corporations named therein, and
(B) that any materials, supplies or equipment covered by such requisition are subject to any lien or security interest, or if any notice of any such lien, attachment, claim or security
interest has been received, such lien, attachment, claim or security interest has been released, discharged, insured or bonded over or will be released, discharged, insured or bonded
over upon payment of the requisition; (ii) such requisition contains no items representing payment on account of any percentage entitled to be retained at the date of the certificate;
(iii) the obligation stated on the requisition has been incurred in or about the acquisition, rehabilitation or equipping of the Project, each item is a proper charge against such Account
of the Project Fund, and the obligation has not been the basis for a prior requisition that has been paid; (iv) such requisition contains no items representing any Costs of Issuance
or any other amount constituting an issuance cost under Section 147(g) of the Code; (v) not less than 95% of the sum of: (A) the amounts requisitioned by this Requisition to be funded
with the proceeds of the Bonds plus (B) all amounts allocated to the Bonds previously disbursed from the Tax-Exempt Proceeds Account of the Project Fund, have been or will be applied
by the Borrower to pay Qualified Project Costs; (vi) as of the date hereof no event or condition has happened or is happening or exists that constitutes, or that with notice or lapse
of time or both, would constitute, an Event of Default under this Indenture or under the Loan Agreement or, to our knowledge, an Event of Default under the Indenture; and (vii) attached
as Schedule I to this Requisition is an exhibit that allocates the amount requested hereby among the Bonds and funds provided to the Trustee from the Borrower.
B-1-2 3. The undersigned has provided you with this Requisition an endorsement to the mortgagee title insurance policy delivered to the Trustee at closing increasing the affirmative
mechanics and materialmen’s lien coverage to an amount equal to the aggregate amount paid out of the Project Fund including the amount to be paid under the requisitions then being submitted,
together with any lien waivers or reports with respect to title to the Project required for the issuance of such endorsement. Dated: 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: _____________________ Approved by: Citibank, N.A., as Servicer By: Its:
B-2-1 EXHIBIT B-2 FORM OF WRITTEN REQUISITION OF THE BORROWER – COSTS OF ISSUANCE FUND To: U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”) under that certain Trust Indenture,
dated as of January 1, 2013 (the “Indenture”), between the Trustee and the Housing Authority of the City of Chula Vista. 1. You are requested to disburse funds from the Costs of Issuance
Fund pursuant to Section 8.6 of the Indenture in the amount(s), to the person(s) and for the purpose(s) set forth on Schedule I attached hereto and incorporated herein by reference.
An invoice or other appropriate evidence of the obligations described on Schedule I is attached hereto. 2. The undersigned certifies that as of the date hereof no event or condition
has happened or is happening or exists that constitutes, or that with notice or lapse of time or both, would constitute, an Event of Default under this Indenture or under the Loan Agreement
or, to our knowledge, an Event of Default under the Indenture. Dated: 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: _____________________
C-1 EXHIBIT C FORM OF INVESTOR LETTER [Date] Housing Authority of the City of Chula Vista Chula Vista, California U.S. Bank National Association Los Angeles, California Re: $___________
Housing Authority of the City of Chula Vista Multifamily Housing Revenue Bonds (Congregational Tower) Series 2013A The undersigned, as purchaser (the “Purchaser”) of the above-referenced
Bonds issued under an Indenture of Trust dated as of January 1, 2013 (the Indenture”) between the Housing Authority of the City of Chula Vista (the (“Issuer”) and U.S. Bank National
Association hereby represents that: 1. The Purchaser has sufficient knowledge and experience in financial and business matters with respect to the evaluation of residential real estate
developments such as the Project to be able to evaluate the risk and merits of the investment represented by the Bonds. We are able to bear the economic risks of such investment. 2.
The Purchaser acknowledges that it has either been supplied with or been given access to information, including financial statements and other financial information, to which a reasonable
investor would attach significance in making investment decisions, and the Purchaser has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning
the Issuer, [the Project] [the use of proceeds of the Bonds] and the Bonds and the security therefor so that, as a reasonable investor, the Purchaser has been able to make its decision
to purchase the Bonds. The Purchaser acknowledges that it has not relied upon the addressee hereof for any information in connection with the Purchaser’s purchase of the Bonds. 3. The
Purchaser is a [Qualified Institutional Buyer (as defined in Rule 144A promulgated under the Securities Act of 1933, as amended)] [or an Accredited Investor (as defined in Rule 501 of
Regulation D promulgated under the Securities Act of 1933, as amended)] 4. The Purchaser acknowledges that it is purchasing the Bonds for investment for its own account and not with
a present view toward resale or the distribution thereof, in that it does not now intend to resell or otherwise dispose of all or any part of its interests in the Bonds; provided, however,
that the Purchaser may sell or transfer Bonds in Authorized Denominations, subject to, except as specifically excepted in the Indenture, the delivery to the Issuer and the Trustee of
an investor letter from the transferee to substantially the same effect as this Investor Letter with no revisions except as may be approved in writing by the Issuer. The Purchaser shall
not sell or transfer any Bond or any interest therein to a party related to or affiliated with the Borrower or any general partner, limited partner or member of the Borrower without
the prior written consent of the Issuer.
C-2 5. The Purchaser understands that the Bonds are limited obligations of the Issuer, payable solely from funds and moneys pledged and assigned under the Indenture, and that the liabilities
and obligations of the Issuer with respect to the Bonds are expressly limited as set forth in the Indenture and related documents. 6. The Purchaser hereby waives the requirement of any
“due diligence investigation or inquiry” by the Issuer, by each employee of the Issuer, by each member of the City Council of the Issuer, and by counsel to the Issuer, the Trustee, counsel
to the Trustee and Bond Counsel in connection with the authorization, execution and delivery of the Bonds and the Purchaser’s purchase of the Bonds. The Purchaser recognizes and agrees
that the Issuer, each employee of the Issuer, each member of the City Council of the Issuer, counsel to the Issuer, the Trustee, counsel to the Trustee and Bond Counsel have made no
representations or statements (expressed or implied) with respect to the accuracy or completeness of any of the materials reviewed by the Purchaser in connection with the Purchaser’s
purchase of the Bonds. In making an investment decision, the Purchaser is relying upon its own examination of the Issuer, the Borrower, the Project and the terms of the Bonds. 7. The
Purchaser understands that (a) the Bonds have not been registered with any federal or state securities agency or commission, and (b) no credit rating has been sought or obtained with
respect to the Bonds, and the Purchaser acknowledges that the Bonds are a speculative investment and that there is a high degree of risk in such investment. 8. The Purchaser acknowledges
that the Bonds are a limited obligation of the Issuer, payable solely from amounts provided by or at the direction of the Borrower, and is not an obligation payable from the general
revenues or other funds of the Issuer, the State of California or any other political subdivision of the State of California. The Purchaser acknowledges that the Issuer is issuing the
Bonds on a conduit, nonrecourse basis, and has no continuing obligations with respect thereto except as expressly set forth in the Indenture. 9. The Purchaser agrees to indemnify and
hold harmless the Issuer, its officers, employees and agents and the members of the governing board of the Issuer, past, present and future, with respect to any claim asserted against
any of them that is based upon the Purchaser’s sale, transfer or other disposition of the Bonds in violation of the provisions hereof or of the Indenture or any inaccuracy in any statement
made by the Purchaser in this letter. 10. Capitalized terms used herein and not otherwise defined have the meanings given such terms in the Indenture. [Remainder of page intentionally
left blank.]
C-3 [Signature Page to Investor Letter] [ ], as Purchaser By: Name: Its:
D-1 EXHIBIT D FORM OF NOTICE OF INTEREST RATE CONVERSION U.S. Bank National Association Los Angeles, California [REMARKETING AGENT] Re: Housing Authority of the City of Chula Vista Multifamily
Housing Revenue Bonds (Congregational Tower) Series 2013A Ladies and Gentlemen: The undersigned is the Authorized Borrower Representative of the above-referenced bonds (the “Bonds”)
as such term is defined in the Indenture, dated as of January 1, 2013 (the “Indenture”), between the Housing Authority of the City of Chula Vista (the “Issuer”) and you, as trustee (the
“Trustee”). Pursuant to Section 4.9 of the Indenture you are hereby notified that the Bonds are to be remarketed on [insert remarketing date] and the interest thereon shall be converted
to [ ] effective [insert effective date] (the “Effective Date”). The Bonds shall be in a [ ] mode from the Effective Date through [ ] or the prior redemption thereof. The [Remarketing
Agent] hereby certifies that such conversion is not reasonably expected to result in a deferral of, or a reduction in, any scheduled payment of interest or principal. This notice is
dated as of the _______ day of _______________, ________. AUTHORIZED BORROWER REPRESENTATIVE By: Authorized Signatory
E-1 EXHIBIT E NOTICE OF SUBORDINATION OF BONDS U.S. Bank National Association Los Angeles, California [REMARKETING AGENT] Re: Housing Authority of the City of Chula Vista Multifamily
Housing Revenue Bonds (Congregational Tower) Series 2013A Ladies and Gentlemen: The undersigned is the Bondholder Representative of the above-referenced bonds (the “Bonds”) as such term
is defined in the Trust Indenture, dated as of January 1, 2013 (the “Indenture”), between the Housing Authority of the City of Chula Vista (the “Issuer”) and you, as trustee (the “Trustee”).
Pursuant to Article XVI of the Indenture you are hereby notified and instructed that the enclosed Bonds shall be cancelled and exchanged for Senior Bonds and Subordinate Bonds in the
amounts stipulated below: Tax Exempt Bonds Exchanged and Cancelled: [Principal Amount] Tax Exempt Senior Bonds Issued: [Principal Amount] Tax Exempt Subordinate Bonds Issued: [Principal
Amount] This notice is dated as of the _______ day of _______________, ________. MAJORITY BONDHOLDER By: Authorized Signatory
F-1 EXHIBIT F FORM OF SUBORDINATE TAX-EXEMPT BOND THE TRUSTEE IS PROHIBITED FROM REGISTERING THE OWNERSHIP OR TRANSFER OF OWNERSHIP OF THIS BOND TO ANY PERSON WITHOUT RECEIPT OF AN EXECUTED
INVESTOR LETTER AS DEFINED IN AND ATTACHED TO THE INDENTURE DESCRIBED HEREIN. HOUSING AUTHORITY OF THE CITY OF CHULA VISTA MULTIFAMILY HOUSING REVENUE BONDS (CONGREGATIONAL TOWER) SERIES
2013A No. R-1 $[ ] DATED DATE: MATURITY DATE: CUSIP NO.: [ ] [ ] _____________ REGISTERED OWNER: [ ] PRINCIPAL AMOUNT: [______] HOUSING AUTHORITY OF THE CITY OF CHULA VISTA, a public
body corporate and politic, duly organized and existing under the Constitution and the laws of the State of California (the “Issuer”),
for value received, hereby promises to pay (but only out of the revenues and other assets pledged under the Indenture (hereinafter defined)) to the Registered Owner specified above
or registered assigns (subject to any right of prior redemption or tender), on the Maturity Date specified above, the Principal Amount specified above, and to pay interest thereon, at
the Bond Coupon Rate (as defined below), payable on each Bond Payment Date, commencing [ ], to the person whose name appears on the registration books as of the Record Date and to pay
any other amounts as specified in the Indenture (hereinafter defined). All capitalized terms not otherwise defined in this Subordinate Bond shall have the meaning ascribed thereto in
the Indenture (as hereinafter defined). Principal of, and premium, if any, on this Subordinate Bond are payable in such coin or currency of the United States as at time of payment is
legal tender for payment of private and public debts, at the designated payment office of U.S. Bank National Association, as trustee (the “Trustee” and “Bond Registrar”), or its successor.
Interest on this Bond shall be 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 in the Indenture. The amount of interest payable on the Bonds on each Bond Payment Date shall be the amount of interest accrued thereon from the preceding Bond Payment
Date (or such other date as described in the Indenture) to, but not including, the Bond Payment Date on which interest is being paid. Interest on this Subordinate Bond shall be payable
in such coin or currency of the United States as at time of payment is legal tender for payment of private and public debts, at the designated payment office of the Trustee or its successor.
F-2 If a Bondholder so elects, any payment due to such Bondholder shall be made by wire transfer of federal reserve funds to any account in the United States of America designated by
such Bondholder if such Bondholder, at its expense, (a) so directs by written notice delivered to the Trustee at least ten (10) Business Days before the date upon which such wire transfer
or other arrangement is to be made and (b) otherwise complies with the reasonable requirements of the Trustee. The indebtedness evidenced by this Subordinate Bond is and shall be subordinate
in right of payment to the prior payment in full of all then current amounts due and payable to the Senior Bonds (as defined in the Indenture), to the extent and in the manner provided
in the Indenture. The Indenture securing this Subordinate Bond is and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Senior Bonds.
The rights and remedies of the holder and each subsequent holder of this Subordinate Bond Bond under the Indenture are subject to the terms thereof. This Subordinate Bond is issued under
and secured by a Trust Indenture, dated as of January 1, 2013 (the “Indenture”), as amended and supplemented, between the Issuer and the Trustee. This Subordinate Bonds is subordinate
to the Senior Bonds (as defined in the Indenture). Reference is hereby made to the Indenture and to all amendments and supplements thereto for a description of the property pledged and
assigned to the Trustee and of the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the Issuer and the Trustee,
the terms on which the Subordinate Bonds are issued and secured, the manner in which interest is computed on this Subordinate Bond, mandatory and optional tender rights and provisions,
mandatory and optional redemption rights and tender provisions, acceleration, the rights of the Bondholders and the provisions for defeasance of such rights. This Subordinate Bond is
subject to optional and mandatory redemption in whole or in part, on the dates, under the terms and conditions and at the redemption prices set forth in the Indenture, all of the provisions
of which are, by this reference, incorporated into this Subordinate Bond. Notice of redemption shall be given in the manner set forth in the Indenture. THE SUBORDINATE BONDS ARE LIMITED
OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM THE PLEDGED REVENUES AND OTHER FUNDS AND MONEYS PLEDGED AND ASSIGNED UNDER THE INDENTURE. NEITHER THE ISSUER, ANY OF ITS PROGRAM PARTICIPANTS,
THE STATE OF CALIFORNIA (THE “STATE”), NOR ANY POLITICAL SUBDIVISION THEREOF (EXCEPT THE ISSUER, TO THE LIMITED EXTENT SET FORTH IN THE INDENTURE) NOR ANY PUBLIC AGENCY SHALL IN ANY
EVENT BE LIABLE FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM (IF ANY) OR INTEREST ON THE SUBORDINATE BONDS OR FOR THE PERFORMANCE OF ANY PLEDGE, OBLIGATION OR AGREEMENT OF ANY KIND WHATSOEVER
EXCEPT AS SET FORTH IN THE INDENTURE, AND NONE OF THE SUBORDINATE BONDS OR ANY OF THE ISSUER’S AGREEMENTS OR OBLIGATIONS SHALL BE CONSTRUED TO CONSTITUTE AN INDEBTEDNESS OF OR A PLEDGE
OF THE FAITH AND CREDIT OF OR A LOAN OF THE CREDIT OF OR A MORAL OBLIGATION OF ANY OF THE FOREGOING WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION WHATSOEVER. THE ISSUER
HAS NO TAXING POWER
F-3 The registered owner of this Subordinate Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any
action with respect to any event of default thereunder, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. By
its purchase of this Subordinate Bond, the registered owner hereof authorizes the Bondholder Representative to exercise such rights and remedies afforded to the Bondholder Representative
on behalf of the Bondholder as provided in the Bond Documents. Modifications or alterations of the Indenture or of any indenture supplemental thereto may be made only to the extent and
in the circumstances permitted by the Indenture. OWNERSHIP OF THIS SUBORDINATE BOND IS RESTRICTED UNDER THE INDENTURE TO THE BORROWER, OR ANY AFFILIATE THEREOF, OR THE BONDHOLDER REPRESENTATIVE,
OR ANY AFFILIATE THEREOF. This Subordinate Bond may be exchanged, and its transfer may may be effected, only by the registered owner hereof in person or by his attorney duly authorized
in writing at the designated corporate trust office of the Trustee, but only in the manner and subject to the limitations provided in the Indenture, including, without limitation, the
delivery of an Investor Letter to the extent required under the Indenture. Upon exchange or registration of such transfer a new registered bond or bonds of the same series, maturity
and interest rate and of Authorized Denomination or Authorized Denominations for the same aggregate principal amount will be issued in exchange therefor. The Issuer and the Trustee may
deem and treat the person in whose name this Subordinate Bond shall be registered on the bond register, as the absolute owner hereof for the purpose of receiving payment of or on account
of principal hereof and interest due hereon and for all other purposes and neither the Issuer nor the Trustee shall be affected by any notice to the contrary. All acts, conditions and
things required by the laws of the Issuer to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the issuance of the Subordinate Bonds
do exist, have happened and have been performed in due time, form and manner as required by law. Neither the directors, members, officers, agents, employees or representatives of the
Issuer nor any person executing the Subordinate Bonds shall be personally liable hereon or be subject to any personal liability by reason of the issuance hereof, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability being expressly released and waived as a condition of and
in consideration for the execution of the Indenture and the issuance of the Subordinate Bonds. This Subordinate Bond shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose until the Bond Registrar shall have executed the Certificate of Authentication appearing hereon. IT IS HEREBY CERTIFIED, RECITED AND REPRESENTED that the
issuance of this Subordinate Bond is duly authorized by law; that all acts, conditions and things required to exist and to be done precedent to and in the issuance of this Subordinate
Bond to render the same lawful and valid have been properly done and performed and have happened in regular and due time, form and
F-4 manner as required by law; and that all acts, conditions and things necessary to be done or performed by the Issuer or to have happened precedent to or in the execution and delivery
of the Indenture have been done and performed and have happened in regular and due form as required by law. IN WITNESS WHEREOF, the Issuer has caused this Subordinate Bond to be executed
in its name by the manual or facsimile signature of its Executive Director and attested by the manual or facsimile signature of the Secretary of the Board of Commissioners of the Issuer
all as of the Dated Date hereof. HOUSING AUTHORITY OF THE CITY OF CHULA VISTA By: Executive Director Attest: Secretary
F-5 CERTIFICATE OF AUTHENTICATION This is to certify that this Subordinate Bond is one of the Subordinate Bonds referred to in the within mentioned Indenture. Date of Authentication:
_____ __, 20__ U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory
F-6 ASSIGNMENT FOR TRANSFER FOR VALUE RECEIVED, the undersigned, hereby sells, assigns and transfers unto _____________________________________________________________ (Tax Identification
or Social Security No. _________________________) the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________ attorney
to transfer the within bond on the books kept for registration thereof, with full power or substitution in the premises. THE UNDERSIGNED TRANSFEROR CERTIFIES TO THE ISSUER AND TRUSTEE
THAT IT IS AWARE OF THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE AND IS: (I) THE BORROWER OR AN AFFILIATE OF THE BORROWER, OR (II) THE BONDHOLDER REPRESENTATIVE OR AN AFFILIATE
OF THE BONDHOLDER REPRESENTATIVE, IN EACH CASE WHICH HAS EXECUTED AND DELIVERED TO THE ISSUER AND TRUSTEE AN INVESTOR LETTER IN THE FORM SET FORTH IN THE INDENTURE. Date: Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a signature guarantor institution that is a participant in a nationally recognized signature guarantor program. NOTICE: The signature to this
assignment must correspond with the name of the registered owner of the within bond as it appears on the face hereof in every particular, without alteration or enlargement or any change
whatever, and the Social Security number or federal employer identification must be supplied.