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HomeMy WebLinkAbout2016-03-08 Packet 1 deelue under penalty of p�rJury tha I am employed I by IAe Ciry of CAuI��m in the o�a of the Ciry Clerlc rod thu I pated the document�ocordin`w Brown Att �rntt• '1 i pwd; '/3 i o ti�o Si� �� / � I � cm oF (:l-N.RA VISfA / 1 ��4�Z:��� � Mary Casillas Salas, Mayor Patncia Aguilar, Councilmember Gary Halbert, Ciry Manager Pamela Bensoussan, Councilmember Glen R. Googins, City Attomey John McCann, Councilmember ponna R. Norris, Ciry Clerk Steve Miesen Councilmember Tuesday, March S, 2016 5:00 PM Council Chambers 276 4th Avenue, Building A Chula�sta, CA 91910 SPECIAL MEETING OF THE CHULA VISTA HOUSING AUTHORITY MEETING JOINTLY WITH THE CITY COUNCIL OF THE CITY OF CHULA VISTA Notice is hereby given thaf the Mayor o/ fhe Gry o/ CAula Vista has called and will convena a Specral Meehng of tAe CAula Vista Hous�ng Authairy meefirn� jantly with tAe Gry Council on Tuesday Maich 8, at S:OOp.m in the I Councll Chambers. located at 276 FouRh Avenue. Building A. Chula Vrsta. CalAOmia to cons�der Rems on fh�s agenda CALL TO ORDER ROLL CALL: Councilmembers Agudar, 8ensoussan. McCann. Mlesen and Mayor Casillas Salas PLEDGE OF ALLEGIANCE TO THE FLAG AND MOMENT OF SILENCE SPECIAL ORDERS OF THE DAY A. 1 1 PRESENTATION OF A PROCLAMATION TO NATIONAL MULTIPLE SCLEROSIS SOCIETY DISTRICT ACTIVIST LEADER RACHEL CHAPMAN, PROCLAIMING MARCH 7 THROUGH MARCH 13, 2016 AS NATIONAL MULTIPLE SC�EROSIS WEEK IN THE CITY OF CHULA VISTA cny oicnu�a wsrs vafle+ Prirtted on L]IPOf E March 8, 2016City Council Agenda CONSENT CALENDAR (Items 1 - 3) The Council will enact the Consent Calendar staff recommendations by one motion, without discussion, unless a Councilmember, a member of the public, or staff requests that an item be removed for discussion. If you wish to speak on one of these items, please fill out a “Request to Speak” form (available in the lobby) and submit it to the City Clerk prior to the meeting. Items pulled from the Consent Calendar will be discussed immediately following the Consent Calendar. APPROVAL OF MINUTES of February 23, 2016.16-01291.16-0129 Council approve the minutes. Staff Recommendation: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA WAIVING THE FORMAL SELECTION PROCESS, APPROVING AN AMENDMENT TO A TWO-PARTY AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND U3 ADVISORS INCORPORATED FOR CONSULTING SERVICES RELATED TO THE ESTABLISHMENT OF THE CHULA VISTA UNIVERSITY PARTNERSHIP AND ASSISTANCE IN THE UNIVERSITY RECRUITMENT PROCESS, AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT AND APPROPRIATING FUNDS THEREFOR (4/5 VOTE REQUIRED) 16-00962.16-0096 Development Services Department Department: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Environmental Notice: Council adopt the resolution. Staff Recommendation: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AN AGREEMENT WITH BALDWIN AND SONS, LLC, (“DEVELOPER”) FOR THE DEVELOPMENT OF A 100 BED ATHLETE HOUSING PROJECT AT THE OLYMPIC TRAINING CENTER IN SATISFACTION OF A PORTION OF DEVELOPER’S OBLIGATIONS UNDER THE CITY’S BALANCED COMMUNITIES POLICY 16-01203.16-0120 Development Services Department Department: The Project was adequately covered in previously adopted/certified Final Environmental Impact Report (EIR 89-11) for the Olympic Training Center Sectional Planning Area (SPA) Plan. Environmental Notice: Council adopt the resolution. Staff Recommendation: Page 2 City of Chula Vista Printed on 3/3/2016 2016-03-08 Agenda Packet Page 2 March 8, 2016City Council Agenda ITEMS REMOVED FROM THE CONSENT CALENDAR PUBLIC COMMENTS Persons speaking during Public Comments may address the Council on any subject matter within the Council’s jurisdiction that is not listed as an item on the agenda. State law generally prohibits the Council from discussing or taking action on any issue not included on the agenda, but, if appropriate, the Council may schedule the topic for future discussion or refer the matter to staff. Comments are limited to three minutes. PUBLIC HEARINGS The following item(s) have been advertised as public hearing(s) as required by law. If you wish to speak on any item, please fill out a “Request to Speak” form (available in the lobby) and submit it to the City Clerk prior to the meeting. CONSIDERATION OF CHULA VISTA’S PORTION OF THE 2016 REGIONAL TRANSPORTATION IMPROVEMENT PROGRAM RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ADOPTING THE TRANSNET LOCAL STREET IMPROVEMENT PROGRAM OF PROJECTS FOR FISCAL YEARS 2016/2017 THROUGH 2020/2021 FOR INCLUSION IN THE REGIONAL TRANSPORTATION IMPROVEMENT PROGRAM; AND PROVIDING THE CERTIFICATION AND INDEMNITY STATEMENTS NECESSARY TO OBTAIN TRANSNET FUNDS 16-00174.16-0017 Public Works Department Department: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Environmental Notice: Council conduct the public hearing and adopt the resolution. Staff Recommendation: ACTION ITEMS The Item(s) listed in this section of the agenda will be considered individually by the Council and are expected to elicit discussion and deliberation. If you wish to speak on any item, please fill out a “Request to Speak” form (available in the lobby) and submit it to the City Clerk prior to the meeting. . CONSIDERATION OF THE ISSUANCE OF TAX-EXEMPT OBLIGATIONS WITH RESPECT TO THE 123-UNIT VOLTA SENIOR HOUSING PROJECT AND 87-UNIT DUETTA HOUSING PROJECT IN THE MILLENIA COMMUNITY 15-06725.15-0672 Page 3 City of Chula Vista Printed on 3/3/2016 2016-03-08 Agenda Packet Page 3 March 8, 2016City Council Agenda A.RESOLUTION OF THE CHULA VISTA HOUSING AUTHORITY AUTHORIZING THE ISSUANCE OF ITS TAX-EXEMPT MULTIFAMILY HOUSING REVENUE NOTE AND ITS JUNIOR MULTIFAMILY HOUSING REVENUE BONDS IN A CUMULATIVE AND AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $21,700,000 AND ITS TAXABLE MULTIFAMILY HOUSING REVENUE NOTE IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,700,000 FOR THE PURPOSE OF FINANCING THE ACQUISITION AND CONSTRUCTION OF THE VOLTA APARTMENT HOMES MULTIFAMILY RENTAL HOUSING PROJECT; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF ANY AND ALL DOCUMENTS NECESSARY TO ISSUE THE NOTES AND BONDS, COMPLETE THE TRANSACTION AND IMPLEMENT THIS RESOLUTION, AND RATIFYING AND APPROVING ANY ACTION HERETOFORE TAKEN IN CONNECTION WITH THE BONDS B.RESOLUTION OF THE CHULA VISTA HOUSING AUTHORITY AUTHORIZING THE ISSUANCE OF ITS TAX-EXEMPT MULTIFAMILY HOUSING REVENUE NOTE AND ITS JUNIOR MULTIFAMILY HOUSING REVENUE BONDS IN A CUMULATIVE AND AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $19,400,000 AND ITS TAXABLE MULTIFAMILY HOUSING REVENUE NOTE IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,200,000 FOR THE PURPOSE OF FINANCING THE ACQUISITION AND CONSTRUCTION OF THE DUETTA APARTMENT HOMES MULTIFAMILY RENTAL HOUSING PROJECT; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF ANY AND ALL DOCUMENTS NECESSARY TO ISSUE THE NOTES AND BONDS, COMPLETE THE TRANSACTION AND IMPLEMENT THIS RESOLUTION, AND RATIFYING AND APPROVING ANY ACTION HERETOFORE TAKEN IN CONNECTION WITH THE BONDS . Page 4 City of Chula Vista Printed on 3/3/2016 2016-03-08 Agenda Packet Page 4 March 8, 2016City Council Agenda Development Services Department Department: The Development Services Director has reviewed the proposed project for compliance with the California Environmental Quality Act (CEQA) and has determined that the Project was adequately covered in previously adopted Final Second Tier Environmental Impact Report, EIR 07-01. Therefore, no further CEQA review or documentation is necessary. Environmental Notice: Authority adopt the resolutions. Staff Recommendation: CITY MANAGER’S REPORTS PRESENTATION AND UPDATE ON HOMELESSNESS ISSUES 16-00796.16-0079 MAYOR’S REPORTS COUNCILMEMBERS’ COMMENTS CLOSED SESSION Announcements of actions taken in Closed Session shall be made available by noon on Wednesday following the Council Meeting at the City Attorney’s office in accordance with the Ralph M. Brown Act (Government Code 54957.7). CONFERENCE WITH LEGAL COUNSEL REGARDING EXISTING LITIGATION PURSUANT TO GOVERNMENT CODE SECTION 54956.9 (d)(1) Name of case: Chris Shilling, et al. v. City of Chula Vista, et al., San Diego Superior Court, Case No. 37-2015-00006097-CU-MC-CTL. 16-01287.16-0128 ADJOURNMENT to the Regular City Council Meeting on March 15, 2016, at 5:00 p.m., in the Council Chambers. Materials provided to the City Council related to any open-session item on this agenda are available for public review at the City Clerk’s Office, located in City Hall at 276 Fourth Avenue, Building A, during normal business hours. Page 5 City of Chula Vista Printed on 3/3/2016 2016-03-08 Agenda Packet Page 5 March 8, 2016City Council Agenda In compliance with the AMERICANS WITH DISABILITIES ACT The City of Chula Vista requests individuals who require special accommodations to access, attend, and/or participate in a City meeting, activity, or service, contact the City Clerk’s Office at (619) 691-5041(California Relay Service is available for the hearing impaired by dialing 711) at least forty-eight hours in advance of the meeting. Most Chula Vista City Council meetings, including public comments, are video recorded and aired live on AT&T U-verse channel 99 (throughout the County), on Cox Cable channel 24 (only in Chula Vista), and online at www.chulavistaca.gov. Recorded meetings are also aired on Wednesdays at 7 p.m. (both channels) and are archived on the City's website. Sign up at www.chulavistaca.gov to receive email notifications when City Council agendas are published online. Page 6 City of Chula Vista Printed on 3/3/2016 2016-03-08 Agenda Packet Page 6 City of Chula Vista Staff Report File#:16-0130, Item#: A. PRESENTATIONOFAPROCLAMATIONTONATIONALMULTIPLESCLEROSISSOCIETY DISTRICTACTIVISTLEADERRACHELCHAPMAN,PROCLAIMINGMARCH7THROUGH MARCH 13, 2016 AS NATIONAL MULTIPLE SCLEROSIS WEEK IN THE CITY OF CHULA VISTA City of Chula Vista Printed on 3/3/2016Page 1 of 1 powered by Legistar™2016-03-08 Agenda Packet Page 7 City of Chula Vista Staff Report File#:16-0129, Item#: 1. APPROVAL OF MINUTES of February 23, 2016. RECOMMENDED ACTION Council approve the minutes. City of Chula Vista Printed on 3/3/2016Page 1 of 1 powered by Legistar™2016-03-08 Agenda Packet Page 8 City of Chula Vista Meeting Minutes - Draft 5:00 PM Council Chambers 276 4th Avenue, Building A Chula Vista, CA 91910 Tuesday, February 23, 2016 REGULAR MEETING OF THE CITY COUNCIL CALL TO ORDER A Regular Meeting of the City Council of the City of Chula Vista was called to order at 5:08 p.m. in the Council Chambers, located in City Hall, 276 Fourth Avenue, Chula Vista, California. ROLL CALL: Present:Councilmember Aguilar, Councilmember Bensoussan, Councilmember McCann, Deputy Mayor Miesen and Mayor Casillas Salas Also Present: City Manager Halbert, City Attorney Googins, City Clerk Norris, and Assistant City Clerk Bigelow PLEDGE OF ALLEGIANCE TO THE FLAG AND MOMENT OF SILENCE Deputy Mayor Miesen led the Pledge of Allegiance. SPECIAL ORDERS OF THE DAY A.16-0111 OATH OF OFFICE Valeria Hernandez, Youth Action Council City Clerk Norris administered the oath of office to Commissioner Hernandez, and Deputy Mayor Miesen presented her with a certificate of appointment. B.16-0095 PRESENTATION OF A PLAQUE TO MAYOR MARY CASILLAS SALAS FROM EAGLE SCOUT ROBBI DUKES IN RECOGNITION OF HER ASSISTANCE DURING THE SWEETWATER REGIONAL PARK PROJECT IN THE CITY OF CHULA VISTA Eagle Scout Robbi Dukes presented Mayor Casillas Salas with a plaque in appreciation of her assistance with his Eagle Scout project. C.16-0070 PRESENTATION BY BRUCE SCHMITH, PRINCIPAL CIVIL ENGINEER, SAN DIEGO ASSOCIATION OF GOVERNMENTS, ON THE CONSTRUCTION OF THE NEW SOUTH BAY RAPID TRANSIT PROJECT THAT RUNS FROM OTAY MESA THROUGH CHULA VISTA TO DOWNTOWN SAN DIEGO Bruce Schmith, representing the San Diego Association of Governments, gave a presentation on the South Bay Rapid Transit project. Page 1City of Chula Vista 2016-03-08 Agenda Packet Page 9 February 23, 2016City Council Meeting Minutes - Draft D.16-0105 PRESENTATION OF THE HEALTHY CHULA VISTA GOLDEN APPLE HEALTH AWARD TO CASTLE PARK MIDDLE SCHOOL FOR CONDUCTING THE MOST BLOOD PRESSURE SCREENINGS IN THE SWEETWATER UNION HIGH SCHOOL DISTRICT FOR LOVE YOUR HEART DAY IN CHULA VISTA Gina Galvez-Mallari, Rich Grove, and Nina Hermosillo, representing Castle Park Middle School, spoke regarding the item. Councilmember McCann presented them with the Golden Apple Health Award. E.15-0377 UPDATE ON CITY NOW, THE CITY’S CONTINUOUS IMPROVEMENT PROGRAM: GARAGE INVENTORY PROJECT Item E was continued to a future meeting of the Council. CONSENT CALENDAR (Items 1 - 9) Item 7 was removed from the Consent Calendar at the request of Councilmember Bensoussan. Mayor Casillas Salas stated she would abstain from voting on Item 7 due to a potential conflict of interest. 1.16-0106 APPROVAL OF MINUTES of February 16, 2016. Recommended Action: Council approve the minutes. 2.15-0692 A.QUARTERLY FINANCIAL REPORT FOR THE QUARTER ENDING December 31, 2015 B.RESOLUTION NO. 2016-028 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA MAKING VARIOUS AMENDMENTS TO THE FISCAL YEAR 2015/16 BUDGET TO ADJUST FOR VARIANCES AND APPROPRIATING FUNDS THEREFOR (4/5 VOTE REQUIRED) Recommended Action: Council accept the report and adopt the resolution. 3.15-0536 RESOLUTION NO. 2016-029 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AGREEMENTS BETWEEN THE CITY OF CHULA VISTA AND NINYO & MOORE GEOTECHNICAL AND ENVIRONMENTAL SCIENCES CONSULTANTS; RMA GROUP; AND TWINING INC.; TO PROVIDE ON-CALL GEOTECHNICAL, STORM WATER MONITORING, MATERIAL TESTING AND SPECIAL INSPECTION CONSULTANT SERVICES FOR VARIOUS CAPITAL IMPROVEMENT PROJECTS AND OTHER CITY PROJECTS Recommended Action: Council adopt the resolution. 4.16-0014 RESOLUTION NO. 2016-030 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A THREE-PARTY AGREEMENT BETWEEN THE CITY OF CHULA VISTA, SLF IV-MILLENIA, LLC. AND MIG, INC., FOR PARK DESIGN SERVICES FOR MILLENIA PARK P-4 (SOUTHEASTERN PARK), AND AUTHORIZING THE DIRECTOR OF DEVELOPMENT SERVICES TO EXECUTE SAID AGREEMENT Recommended Action: Council adopt the resolution. Page 2City of Chula Vista 2016-03-08 Agenda Packet Page 10 February 23, 2016City Council Meeting Minutes - Draft 5.16-0050 A.RESOLUTION NO. 2016-031 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING A GRANT OF $30,000 FROM THE CALIFORNIA STATE LIBRARY AND APPROPRIATING SAID FUNDS TO THE LIBRARY DEPARTMENT FOR THE PURCHASE OF VARIOUS COMPUTER AND NETWORKING EQUIPMENT AND CONSULTING SERVICES TO DELIVER HIGH SPEED BROADBAND INTERNET ACCESS TO THE CITY’S LIBRARIES (4/5 VOTE REQUIRED) B.RESOLUTION NO. 2016-032 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AN AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND CALIFA FOR THE PROVISION, INSTALLATION, AND MAINTENANCE OF ADVANCED NETWORKING (DATA) EQUIPMENT Recommended Action: Council adopt the resolutions. 6.16-0053 RESOLUTION NO. 2016-033 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A SOLE-SOURCE AGREEMENT BETWEEN HALEY & ALDRICH, INC AND THE CITY OF CHULA VISTA TO DEVELOP A WATER CONSERVATION AND REUSE FRAMEWORK DOCUMENT Recommended Action: Council adopt the resolution. Item 7 was removed from the Consent Calendar. 8.16-0085 RESOLUTION NO. 2016-035 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING $178,221 FROM THE U.S. DEPARTMENT OF HOMELAND SECURITY AND APPROPRIATING SAID FUNDS TO THE FEDERAL GRANTS FUND FOR THE STATE HOMELAND SECURITY PROGRAM (4/5 VOTE REQUIRED) Recommended Action: Council adopt the resolution. 9.15-0647 A. RESOLUTION NO. 2016-036 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AMENDING THE COMPENSATION SCHEDULE AND CLASSIFICATION PLAN TO REFLECT THE ADDITION AND REMOVAL OF VARIOUS POSITION TITLES AND AMENDING THE AUTHORIZED POSITION COUNT IN VARIOUS DEPARTMENTS WITH NO NET CHANGE IN AUTHORIZED STAFFING B. RESOLUTION NO. 2016-037 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE REVISED FISCAL YEAR 2015-2016 COMPENSATION SCHEDULE EFFECTIVE MARCH 4, 2016, AS REQUIRED BY CALIFORNIA CODE OF REGULATIONS, TITLE 2, SECTION 570.5 Recommended Action: Council adopt the resolutions. Page 3City of Chula Vista 2016-03-08 Agenda Packet Page 11 February 23, 2016City Council Meeting Minutes - Draft Approval of the Consent Calendar A motion was made by Councilmember Aguilar, seconded by Councilmember McCann, to approve staff's recommendations on the above Consent Calendar items, headings read, text waived. The motion carried by the following vote: ACTION: Yes:Aguilar, Bensoussan, McCann, Miesen and Casillas Salas5 - No:0 Abstain:0 ITEMS REMOVED FROM THE CONSENT CALENDAR 7.16-0071 RESOLUTION NO. 2016-034 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING THE CITY MANAGER TO SIGN THE PETITION PROPOSING THE RENEWAL OF THE DOWNTOWN CHULA VISTA PROPERTY-BASED BUSINESS IMPROVEMENT DISTRICT ON BEHALF OF THE CITY Mayor Casillas Salas stated she would abstain from voting and participating on Item 7 due to a potential conflict of interest. She left the dais at 5:36 p.m. Director of Economic Development Crockett responded to questions from Councilmember Bensoussan regarding the item. A motion was made by Councilmember McCann, seconded by Councilmember Bensoussan, that Resolution No. 2016-034 be adopted, heading read, text waived. The motion carried by the following vote: ACTION: Yes:Aguilar, Bensoussan, McCann and Miesen4 - No:0 Abstain:Casillas Salas1 - Mayor Casillas Salas returned to the dais at 5:42 p.m. PUBLIC COMMENTS Pam Keel, Chula Vista resident, expressed concern regarding issues related to traffic and parking. Mac M, representing Narcotics Anonymous, expressed concern regarding fees for meeting in City parks. Mayor Casillas Salas referred the issue to Deputy City Manager Bacon. PUBLIC HEARINGS 10.15-0644 CONSIDERATION OF APPROVING THE FORMATION, BOUNDARY, HOURS OF OPERATION, AND AMENDING THE MASTER FEE SCHEDULE TO ESTABLISH A PERMIT FEE AMOUNT FOR THE SOUTHWESTERN COLLEGE ESTATES RESIDENTIAL PERMIT PARKING DISTRICT Page 4City of Chula Vista 2016-03-08 Agenda Packet Page 12 February 23, 2016City Council Meeting Minutes - Draft RESOLUTION NO. 2016-038 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE FORMATION, BOUNDARY, HOURS OF OPERATION, AND AMENDING THE MASTER FEE SCHEDULE TO ESTABLISH A PERMIT FEE AMOUNT FOR THE SOUTHWESTERN COLLEGE ESTATES RESIDENTIAL PERMIT PARKING DISTRICT Notice of the hearing was given in accordance with legal requirements, and the hearing was held on the date and no earlier than the time specified in the notice. Assistant Director of Engineering Valle and Principal Civil Engineer Rivera gave a presentation on the item. Mayor Casillas Salas opened the public hearing. The following members of the public spoke in support of staff's recommendation: - Bob Muff, Chula Vista resident, and he suggested that the eastern boundary be Vassar Avenue and the 1700 blocks of Gotham, Harvard, and Ithaca Streets. - Joanne Davis, Chula Vista resident, and she spoke in support of setting the parking permit enforcement time to 8 AM to 6 PM, and of only enforcing parking on days when classes were session. - Pete Springer, Chula Vista resident - James Ciolli, Chula Vista resident, and he suggested the City hold an event to sell parking permits in the neighborhood for the convenience of the residents - Richard Hibbard, Chula Vista resident - John Markham, Chula Vista resident - Kathy Hibbard, Chula Vista resident - Lou Apodaca, Chula Vista resident The following members of the public spoke in opposition to staff's recommendation: - Gilbert Valdez, Chula Vista resident, and he submitted written documentation and stated he did not want his residence to be included in the proposed parking district - Vicky Sharamitaro, Chula Vista resident, and, in response to a question from Councilmember Aguilar, she spoke in support of the eastern boundary of the parking district be Vassar Avenue and the 1700 blocks of Gotham, Harvard, and Ithaca Streets, as proposed by Mr. Muff. - David Ayala, Chula Vista resident, and he spoke in support of the decision being delayed to allow for additional discussion on the parking district boundaries and fees. - Daniel Leland, Chula Vista resident, and he spoke in support of the petition being repeated. - Greg Kalte, Chula Vista resident - Stacey Doyle, Chula Vista resident, and she spoke in support of the petition being repeated by a third party. - Amelia Eckhert, Chula Vista resident Councilmember McCann made a motion to adopt the resolution, as amended to set the eastern boundary at the 1600 blocks of Elmhurst, Yale, Gotham, Harvard, and Ithaca Streets. The motion died for lack of a second. There being no other members of the public who wished to speak, Mayor Casillas Salas closed the public hearing. Council discussion on the item ensued. . Page 5City of Chula Vista 2016-03-08 Agenda Packet Page 13 February 23, 2016City Council Meeting Minutes - Draft An amended motion was made by Councilmember McCann, seconded by Councilmember Aguilar, that Resolution No. 2016-038 be adopted, as amended to set the restricted parking hours to 8 AM to 5 PM; and exclude from the list of restricted streets: Ithaca Court, Scripps Avenue, Tulane Avenue, and the 1700 blocks of Elmhurst, Gotham, Harvard, Ithaca, and Yale Streets, heading read, text waived. The motion carried by the following vote: ACTION: Yes:Aguilar, Bensoussan, McCann, Miesen and Casillas Salas5 - No:0 Abstain:0 Mayor Casillas Salas recessed the meeting at 7:34 p.m. The Council reconvened at 7:44 p.m., with all members present. ACTION ITEMS 11.16-0101 CONSIDERATION OF APPROVING A TRANSFER AND OPERATING AGREEMENT BETWEEN THE UNITED STATES OLYMPIC COMMITTEE (USOC) AND THE CITY RESOLUTION NO. 2016-039 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A TRANSFER AND OPERATING AGREEMENT BETWEEN THE UNITED STATES OLYMPIC COMMITTEE (USOC) AND THE CITY OF CHULA VISTA (CITY) PROVIDING FOR USOC TRANSFER TO CITY OF THE CHULA VISTA OLYMPIC TRAINING CENTER PROPERTY AND FACILITIES, AND CITY OPERATION OF THE FACILITY WITH THE USOC AS ITS PRIMARY TENANT FOR A PERIOD OF FOUR YEARS (WITH EXTENSIONS) Deputy City Manager Bacon presented information on the item. A motion was made by Councilmember McCann, seconded by Councilmember Aguilar, that Resolution No. 2016-039 be adopted, heading read, text waived. The motion carried by the following vote: ACTION: Yes:Aguilar, Bensoussan, McCann, Miesen and Casillas Salas5 - No:0 Abstain:0 CITY MANAGER’S REPORTS There were none. MAYOR’S REPORTS Mayor Casillas Salas announced a walking group study sponsored by the AARP that was being conducted at the Norman Park Senior Center. She spoke regarding the recent grand opening of the Bus Rapid Transit, a reception for Southwestern College Superintendent Karen Janney, and a celebration of the 89th anniversary of the Chula Vista Chamber of Commerce. Page 6City of Chula Vista 2016-03-08 Agenda Packet Page 14 February 23, 2016City Council Meeting Minutes - Draft COUNCILMEMBERS’ COMMENTS Councilmember McCann announced the opening of the Smart and Final in the Terra Nova Plaza shopping center, and spoke regarding a Read Across America event. Deputy Mayor Miesen spoke regarding the recent Clean Business Awards breakfast event. City Attorney Googins reported on the recent Interview Day at High Tech High. ADJOURNMENT At 7:59 p.m., Mayor Casillas Salas adjourned the meeting to the Regular City Council Meeting on March 8, 2016, at 5:00 p.m., in the Council Chambers. _______________________________ Kerry K. Bigelow, Assistant City Clerk Page 7City of Chula Vista 2016-03-08 Agenda Packet Page 15 City of Chula Vista Staff Report File#:16-0096, Item#: 2. RESOLUTIONOFTHECITYCOUNCILOFTHECITYOFCHULAVISTAWAIVINGTHEFORMAL SELECTIONPROCESS,APPROVINGANAMENDMENTTOATWO-PARTYAGREEMENT BETWEENTHECITYOFCHULAVISTAANDU3ADVISORSINCORPORATEDFOR CONSULTINGSERVICESRELATEDTOTHEESTABLISHMENTOFTHECHULAVISTA UNIVERSITYPARTNERSHIPANDASSISTANCEINTHEUNIVERSITYRECRUITMENT PROCESS,AUTHORIZINGTHEMAYORTOEXECUTESAIDAGREEMENTAND APPROPRIATING FUNDS THEREFOR (4/5 VOTE REQUIRED) RECOMMENDED ACTION Council adopt the resolution. SUMMARY In December 2014 the City completed its acquisition of 375 acres of land for the University and Innovation District (UID). On January 26, 2016 U3 Advisors Inc. presented their bi-national multi- institutional recruitment strategy report to the City Council. This item requests City Council approval of an amendment to a two-party contract between the City and U3 Advisors Inc. to provide consulting services for the establishment of the Chula Vista University Partnership, a non-profit entity facilitating the development of the UID, and continued assistance in the University recruitment process. City staff continues working on several activities that are foundational to the planning and development of the UID, including a Sectional Planning Area (SPA) Plan and an Environmental Impact Report (EIR). ENVIRONMENTAL REVIEW Environmental Notice Theactivityisnota“Project”asdefinedunderSection15378oftheCaliforniaEnvironmentalQuality ActStateGuidelines;therefore,pursuanttoStateGuidelinesSection15060(c)(3)noenvironmental review is required. Environmental Determination The Development Services Director has reviewed the proposed contract approvals for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity is not a “Project” as defined under Section 15378 of the State CEQA Guidelines; therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no environmental review of contract approval is required. BOARD/COMMISSION RECOMMENDATION Not applicable. City of Chula Vista Printed on 3/3/2016Page 1 of 3 powered by Legistar™2016-03-08 Agenda Packet Page 16 File#:16-0096, Item#: 2. DISCUSSION While the City holds the land for the UID, establishment of a body to oversee recruitment and development of the UID has become timely. U3 Advisors Inc. will assist the City in establishing the Chula Vista University Partnership (CVUP), a new non-profit entity that will be responsible for: ·Facilitating the development of the University Campus and ensuring implementation of the University Development Goals; and, ·Attracting institutions of higher education; and, ·Seeking and attracting potential projects for the University Campus; and, ·Recommending revisions to the University Recruitment Guiding Principles and the University Development Goals; and, ·Evaluating proposed projects to determine whether such project meet the University Development Goals; and ·Seeking philanthropic capital to help fund university development. In addition to the establishment of CVUP and the fundraising to support the operations of CVUP, U3 Advisors will begin more formal conversations with selected philanthropies to support the establishment of the higher education campus. U3 Advisors will continue the pre-recruitment process to develop a bi-national higher education campus. In addition, U3 Advisors with City staff will plan a higher education summit for the summer/fall of 2016 with educational leaders and philanthropic leaders from the bi-national mega-region including national and international attendees. The summit will include educational leaders from both sides of the boarder, will include visitation of universities in Mexico, San Diego and conclude with deliberations on the direction of CVUP and moving the bi- national University forward. Amendment to Agreement: U3 will provide guidance and direction in the recruitment process and establishment of the CVUP through the proposed amended two-party agreement. The responsibilities of U3 Advisors include the following: 1.Assist the city in developing a short-list of potential CVUP board candidates. 2.Provide selection criteria for assessing board candidates, schedule, participate, and conduct follow up visits with potential board candidates with members of the City. 3.Have more formal conversations with selected philanthropic organizations and begin developing formal requests to support the campus and operating budget of CVUP. 4.Support the City in the formation of the CVUP entity and its board through the development of the bylaws, articles and other documents necessary to create CVUP. 5.Meet with no less than 5 universities from the U.S. and Mexico to solidify interest in the project and determine feasibility. 6.Organize an educational summit to be held in Chula Vista with educational leaders and City of Chula Vista Printed on 3/3/2016Page 2 of 3 powered by Legistar™2016-03-08 Agenda Packet Page 17 File#:16-0096, Item#: 2. philanthropic leaders from the bi-national mega region, the nation and possibly international attendees. Waiver of Consultant Services Selection Process: City staff has identified that U3 Advisors is uniquely qualified to fill their role due to the following facts: 1.U3 Advisors is an established university recruitment firm with a national reputation for matching potential higher education providers with higher education destinations and locations, especially with regards to universities partnered with innovation districts, and 2.U3 Advisors has participated in the Master Development Agreement negotiations and the SPA Planning efforts for the adjacent Village 9 which has given them unique in-depth knowledge of the UID and surrounding projects, and 3.U3 completed it bi-national multi-institutional recruitment strategy report and presented the finding of that report to the City Council on January 26, 2016. U3 comprehensive familiarity with the UID project, coupled with their knowledge of the surrounding developments, makes them uniquely qualified to serve as the consultant for this project. Pursuant to Chula Vista Municipal Code Section 2.56.070, staff is recommending that the Council waive the formal bidding process and hire U3 advisors as a sole source. DECISION-MAKER CONFLICT Staff has reviewed the property holdings of the City Council members and has found no property holdings within 500 feet of the boundaries of the property, which is subject to this action. Staff is not independently aware, nor has staff been informed by any City Council member, of any other fact that may constitute a basis for a decision maker conflict of interest in this matter. LINK TO STRATEGIC GOALS The City’s Strategic Plan has five major goals: Operational Excellence, Economic Vitality, Healthy Community, Strong and Secure Neighborhoods and a Connected Community. The planning and implementation of the UID is a key initiative under the City’s goals for Economic Vitality. CURRENT YEAR FISCAL IMPACT Staff is requesting an appropriation of $200,000 to the Supplies and Services expenditure category of the Non- Departmental budget. This appropriation will be offset by unanticipated one-time sales tax revenues resulting from the end of the triple flip. There is no net fiscal impact to the General Fund as a result of this action. ONGOING FISCAL IMPACT There are no ongoing fiscal impacts as a result of this action as this is a one-time appropriation. ATTACHMENTS 1.Amendment to Two-Party Agreement between the City of Chula Vista and U3 Advisors Inc. 2.Exhibit “A” Original Two Party Agreement between the City of Chula Vista and U3 Advisors Inc. Eric C. Crockett, Director of Economic Development City of Chula Vista Printed on 3/3/2016Page 3 of 3 powered by Legistar™2016-03-08 Agenda Packet Page 18 RESOLUTION NO. _____________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA WAIVING THE FORMAL SELECTION PROCESS, APPROVING AN AMENDMENT TO ATWO-PARTY AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND U3 ADVISORS INCORPORATEDFOR CONSULTING SERVICES RELATED TO THE ESTABLISHMENT OF THE CHULA VISTA UNIVERSITY PARTNERSHIPAND ASSISTANCE IN THE UNIVERSITY RECRUITMENT PROCESS, AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENTAND APPROPRIATING FUNDS THEREFORE WHEREAS, the City recently completed acquisition of property for the University Innovation District (UID); and WHEREAS, the formation of the Chula Vista University Partnership (CVUP), a non-profit entity facilitating the development of the UID, has become timely; and WHEREAS, it was determined by the Development Service Director that the City does not have the “in house” staff or resources with the technical expertise to perform the work; and WHEREAS, U3 Advisors Incorporated has acquired in-depth knowledge of the UID site and surrounding proposed development through past work on Village 9 and the Master Development Agreement; and WHEREAS, U3 Advisors Incorporated comprehensive familiarity with the UID and the surrounding proposed developments as well as University recruitment and funding makesthem uniquely qualified to serve as the Consultant for this project; and WHEREAS, U3 AdvisorsIncorporated was selected to perform this work based upon the fact they are recognized experts in a highly specialized and technical field;and WHEREAS, pursuant to Chula Vista Municipal Code (CVMC) Section 2.56.070 and the above facts, U3 Advisors is uniquely qualified to serve as the Consultant for this project and staff is recommending the City Council waive the formal bidding process and hire U3 Advisors Incorporatedas a sole source; and WHEREAS, the consultant warrants and represents that it isexperienced and staffed in a manner such that itcan prepare and deliver the services required of Consultant to City within the timeframes herein provided all inaccordance with the terms and conditions of the subject agreement. NOW THERERFORE BE IT RESOLVED that the City Council of the City of Chula Vista hereby findsthat the City’s competitive bidding requirements as applied to the subject agreement would beimpractical for the reasons stated herein, and that the City’s interests would be best served by selecting U3 Advisors Incorporated, and hereby waives the competitive bidding process. 2016-03-08 Agenda Packet Page 19 BE IT FURTHER RESOLVEDthat the City Council of the City of Chula Vista approves the“First Amendment to Agreement between the City of Chula Vista and U3 Advisors IncorporatedFor Consulting Work to be rendered for the University Innovation District (UID) Recruitment,” in the form presented, with such minor revisions as maybe approved or required by the City Attorney, a copy of which shall be kept in the office of the City Clerk, and authorizes and directs the Mayor to execute same. BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista that it amends the fiscal year 2015-16 budget and approves the appropriation of $200,000 to the Supplies and Services expenditure category of the Non-Departmental Budgetto be offset by one-time sales and tax revenues. Presented by Approved as to form by ________________________________________________________________ Eric Crockett, Economic Development Director GlenR.Googins, City Attorney 2016-03-08 Agenda Packet Page 20 THE ATTACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED ASTO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPON AP ROVAL BY TI-IE CITY CO I G en R. Googins 1 City Attorney l l` '"" Dated: 3 I AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND U3 ADVISORS INCORPORATED FOR CONSULTiNG WORK TO BE RENDERED FOR THE UNIVERSITY INNOVATION DISTRICT (UID) RECRUITMENT 2016-03-08 Agenda Packet Page 21 Amendment to Agreement Between the City of Chula Vista and U3 Advisors For For consulting work to be rendered for the University and Innovation District (UID) Recruitment FIRST AMENDMENT to Agreement between the City of Chula Vista and U3 Advisors Incorporated For Consulting Work to be rendered for the University Innovation District (UID) Recruitment This Amendment is entered into effective as of March 8, 2016, by and between U3 Advisors, Inc. and the City of Chula Vista (“City”), with reference to the following facts: RECITALS WHEREAS, the City and U3 Advisors entered into an agreement for “Consulting Work to be Rendered for the University Innovation District (UID) Recruitment,” dated April 9, 2015 (the “Original Agreement”); and WHEREAS, the City desires to expand the services provided by U3 Advisors, more fully described in this Amendment and the revised Exhibit A, attached to this Amendment; and WHEREAS, U3 Advisors presented the University recruitment strategy for the UID to the City Council on January 26, 2016; and, WHEREAS, the City believes that the specialized consultant services provide by U3 Advisors are necessary and appropriate to continue to assist with the recruitment and development of the Chula Vista University Partnership (CVUP), a non-profit entity facilitating the development of the UID; and, WHEREAS, pursuant to the steps identified in Consultant’s report to the City Council on January 26, 2016 the City desires to engage U3 Advisors to initiate phase 2 of the recruitment strategy; and, WHEREAS, pursuant to Chula Vista Municipal Code Section 2.56.070, the Consultant is the sole source qualified to serve as the Consultant for the second phase of this project, due to its unique performance capabilities and knowledge, and the City’s interests would be materially better served by waiving the standard competitive bidding requirements and staff is recommending that the City Council waives the formal bidding process and retains Consultant. NOW, THEREFORE, in consideration of the recitals and the mutual obligation of the parties set forth herein, the City and U3 Advisors agree as follows: I. Exhibit A Original Agreement, a copy of which is attached to this Amendment, is hereby amended as follows: A. Section 8, “Scope of Work and Schedule,” Subsection A., “Detailed Scope of Work” 2016-03-08 Agenda Packet Page 22 Amendment to Agreement Between the City of Chula Vista and U3 Advisors For For consulting work to be rendered for the University and Innovation District (UID) Recruitment Add the following to the end of the Section: “8. Document Review. Consultant shall participate in reviewing the formational document of CVUP. 9. Meetings with Leaders. Consultant shall meet with the leadership of no less than five institutional partners. 10. Fundraising. Consultant shall begin formal fundraising for CVUP operations. 11. Higher Education Summit. Consultant shall plan a higher education summit for the Summer/Fall of 2016 with educational leaders from the bi-national mega region.” B. Section 8. “Scope of Work and Schedule,” Subsection C., “Dates or Time Limits for Delivery of Deliverables” 1. Revise the final paragraph as follows: “Deliverable No. 7: CVUP Board Exploration and Candidate recommendations Report: September 30, 2016. 2. Add the following to the end of the section: “Deliverable No. 8: Document Review. Deliverable Date: September 30, 2016.” “Deliverable No. 9: Meetings with Leaders. Deliverable Date: September 30, 2016.” “Deliverable No. 10: Fundraising. Deliverable Date: September 30, 2016.” “Deliverable No. 11: Higher Education Summit. Deliverable Date: September 30, 2016.” II. All other terms and conditions of the Original Agreement not modified by this Amendment remain in full force and effect. The Parties acknowledge and accept the terms and conditions of this Amendment as evidenced by the following signatures of their duly and authorized representatives. It is the intent of the Parties that this Amendment shall become operative on the Effective Date. 2016-03-08 Agenda Packet Page 23 Amendment to Agreement Between the City of Chula Vista and U3 Advisors For For consulting work to be rendered for the University and Innovation District (UID) Recruitment U3 Advisors City of Chula Vista ________________________________ __________________________ Omar Blaik, Co-Chief Mary Casillas Salas, Mayor Executive Officer (CEO), U3 Advisors Attest: ________________________ Donna Norris, City Clerk Approved as to form: __________________________ Glen R. Googins, City Attorney 2016-03-08 Agenda Packet Page 24 Amendment to Agreement Between the City of Chula Vista and U3 Advisors For For consulting work to be rendered for the University and Innovation District (UID) Recruitment Exhibit A to Agreement between City of Chula Vista and U3 Advisors Inc., Consultant For Consulting Work to be rendered For the University Innovation District (UID) Recruitment 1. Effective Date: The Agreement shall take effect upon full execution of the Agreement, as of the effective date stated on page 1 of the Agreement. 2. City-Related Entity: (X) City of Chula Vista, a municipal chartered corporation of the State of California ( ) Other: ___________________________________________, a [insert business form] 3. Place of Business for City: City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 4. Consultant: U3 Advisors, Incorporated 5. Business Form of Consultant: ( ) Sole Proprietorship ( ) Partnership (X) Corporation 6. Place of Business, Telephone and Fax Number of Consultant: 30 S. 15th Street, 15th Floor Philadelphia, PA 19102 (610) 316-0648 Attn: Omar Blaik, Co-CEO (215) 279-8385 www.u3advisors.com 7. General Duties: 2016-03-08 Agenda Packet Page 25 Amendment to Agreement Between the City of Chula Vista and U3 Advisors For For consulting work to be rendered for the University and Innovation District (UID) Recruitment Assist the City in the creation of the Chula Vista University Partnership (CVUP); guide the City and the CVUP in the marketing, fundraising and recruitment for the development of the 375-acre University and Innovation District. 8. Scope of Work and Schedule: The scope of work under this contract entails a focused work effort in the following different areas to be completed between March and September 30, 2016: 1. CVUP Board Exploration and Candidate Recommendations Report. 2. Fundraising for CVUP. 3. CVUP formation. 4. Exploration of University Partners 5. Higher Education summit A. Detailed Scope of Work: 1. CVUP Board Exploration and Candidate Recommendations Report. Consultant shall work with the City to develop a short-list of potential CVUP Board candidates. Consultant will provide metrics for assessing board candidates, schedule, participate, and follow-up visit potential board candidates with members of the City. This effort will culminate in the provision of a CVUP Board Candidate Recommendations Report for presentation to the City Council. 2. Fundraising for CVUP. Consultant will begin more formal conversations with selected philanthropies and begin developing formal requests to support the higher education campus, the operating budget of CVUP, the “border institute” and a higher education summit. Consultant may hire a grant writer to support the fundraising effort. 3. CVUP Formation. Support the City in the formation of the CVUP entity and its board. Consultant will assist City in the development of the bylaws, articles and other documents necessary to create the CVUP non-profit university recruitment corporation. 4. Exploration of University Partners. Consultant will continue the pre-recruitment process to develop a bi-national higher education campus in Chula Vista which will include meetings with no less than five institutions from the U.S. and Mexico to discuss the opportunity and to solidify interest in the project and determine feasibility. 5. Higher Education Summit. Consultant with city staff will plan and be responsible for the costs to conduct a higher education summit for the summer/fall of 2016 with 2016-03-08 Agenda Packet Page 26 Amendment to Agreement Between the City of Chula Vista and U3 Advisors For For consulting work to be rendered for the University and Innovation District (UID) Recruitment educational leaders and philanthropic leaders which will include representation from the bi-national mega region and national and international attendees. The summit will include educational leaders from both sides of the border, will include visitation of Universities in Mexico and possibly San Diego and will conclude with deliberations on the direction of CVUP and moving the Bi-national University forward. B. Date for Commencement of Consultant Services: (X) Same as Effective Date of Agreement ( ) Other: _________________________ C. Dates or Time Limits for Delivery of Deliverables: D. Date for completion of all Consultant services: September 30, 2016. 9. Materials Required to be Supplied by City to Consultant: 10. Compensation: A. ( ) Single Fixed Fee Arrangement. For performance of all of the Defined Services by Consultant as herein required, City shall pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set forth below: Milestone or Event or Deliverable Amount or Percent of Fixed Fee ( ) 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Consultant shall have represented in writing that said percentage of completion of the phase has been performed by the Consultant. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. 2016-03-08 Agenda Packet Page 27 Amendment to Agreement Between the City of Chula Vista and U3 Advisors For For consulting work to be rendered for the University and Innovation District (UID) Recruitment B. ( ) Phased Fixed Fee Arrangement. For the performance of each phase or portion of the Defined Services by Consultant as are separately identified below, City shall pay the fixed fee associated with each phase of Services, in the amounts and at the times or milestones or Deliverables set forth. Consultant shall not commence Services under any Phase, and shall not be entitled to the compensation for a Phase, unless City shall have issued a notice to proceed to Consultant as to said Phase. Phase Fee for Said Phase 1. $ _________________________ 2. $ _________________________ 3. $ _________________________ ( ) 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 18 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Consultant shall have represented in writing that said percentage of completion of the phase has been performed by the Consultant. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. C. (X) Hourly Rate Arrangement For performance of the Defined Services by Consultant as herein required, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of said Services, at the rates or amounts set forth in the Rate Schedule herein below according to the following terms and conditions: 2016-03-08 Agenda Packet Page 28 Amendment to Agreement Between the City of Chula Vista and U3 Advisors For For consulting work to be rendered for the University and Innovation District (UID) Recruitment Omar Blaik, Co-CEO $475.00 Alex Feldman, Project Manager $275.00 Shea O-Neill $150.00 Research Analyst $111.47 Local Hire (TBD) $110.00 (1) (X) Not-to-Exceed Limitation on Time and Materials Arrangement Notwithstanding the expenditure by Consultant of time and materials in excess of said Maximum Compensation amount, Consultant agrees that Consultant will perform all of the Defined Services herein required of Consultant for $200,000, including all Materials, and other “reimburseables” (Maximum Compensation). (2) ( ) Limitation without Further Authorization on Time and Materials Arrangement At such time as Consultant shall have incurred time and materials equal to $________________________ (Authorization Limit), Consultant shall not be entitled to any additional compensation without further authorization issued in writing and approved by the City. Nothing herein shall preclude Consultant from providing additional Services at Consultant's own cost and expense. See Exhibit B for wage rates. ( ) Hourly rates may increase by 6% for services rendered after [month], 20___, if delay in providing services is caused by City. 11. Materials Reimbursement Arrangement For the cost of out of pocket expenses incurred by Consultant in the performance of services herein required, City shall pay Consultant at the rates or amounts set forth below: (X) None, the compensation includes all costs. Cost or Rate ( ) Reports, not to exceed $__________: $__________ ( ) Copies, not to exceed $__________: $__________ ( ) Travel, not to exceed $__________: $__________ ( ) Printing, not to exceed $__________: $__________ ( ) Postage, not to exceed $__________: $__________ ( ) Delivery, not to exceed $__________: $__________ ( ) Outside Services: $__________ ( ) Other Actual Identifiable Direct Costs: $__________ _____________________, not to exceed $__________: $__________ _____________________, not to exceed $__________: $__________ 2016-03-08 Agenda Packet Page 29 Amendment to Agreement Between the City of Chula Vista and U3 Advisors For For consulting work to be rendered for the University and Innovation District (UID) Recruitment 12. Contract Administrators: City: Scott D. Donaghe, Principal Planner Public Services Building C 276 Fourth Avenue Chula Vista, CA 91910 (619) 476-5341 Consultant: Omar Blaik, Co-CEO U3 Advisors, Incorporated 30 S. 15th Street, 15th Floor Philadelphia, PA 19102 (215) 279-8385 13. Liquidated Damages Rate: ( ) $__________ per day. ( ) Other: _________________________ 14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code (Chula Vista Municipal Code chapter 2.02): (X) Not Applicable. Not an FPPC Filer. ( ) FPPC Filer ( ) Category No. 1. Investments, sources of income and business interests. ( ) Category No. 2. Interests in real property. ( ) Category No. 3. Investments, business positions, interests in real property, and sources of income subject to the regulatory, permit or licensing authority of the department administering this Agreement. ( ) Category No. 4. Investments and business positions in business entities and sources of income that engage in land development, construction or the acquisition or sale of real property. ( ) Category No. 5. Investments and business positions in business entities and sources of income that, within the past two years, have contracted with the City of Chula Vista or the City’s Redevelopment Agency to provide services, supplies, materials, machinery or equipment. 2016-03-08 Agenda Packet Page 30 Amendment to Agreement Between the City of Chula Vista and U3 Advisors For For consulting work to be rendered for the University and Innovation District (UID) Recruitment ( ) Category No. 6. Investments and business positions in business entities and sources of income that, within the past two years, have contracted with the department administering this Agreement to provide services, supplies, materials, machinery or equipment. ( ) List Consultant Associates interests in real property within 2 radial miles of Project Property, if any: ____________________________________________________________________ ______ ____________________________________________________________________ ______ ____________________________________________________________________ ______ ____________________________________________________________________ ______ ____________________________________________________________________ ______ ____________________________________________________________________ ______ 15. ( ) Consultant is Real Estate Broker and/or Salesman 16. Permitted Subconsultants: 17. Bill Processing: A. Consultant's Billing to be submitted for the following period of time: X) Monthly ( ) Quarterly ) Other: Per Milestone Deliverables in Table in Section 10-B B. Day of the Period for submission of Consultant's Billing: ( ) First of the Month (X) 15th Day of each Month ( ) End of the Month ) Other: Per Milestone Deliverables in Table in Section 8-C C. City's Account Number: 18. Security for Performance 2016-03-08 Agenda Packet Page 31 Amendment to Agreement Between the City of Chula Vista and U3 Advisors For For consulting work to be rendered for the University and Innovation District (UID) Recruitment ( ) Performance Bond, $ _________________________ ( ) Letter of Credit, $_________________________ ( ) Other Security: Type: _________________________ Amount: $_________________________ (X) Retention. If this space is checked, then notwithstanding other provisions to the contrary requiring the payment of compensation to the Consultant sooner, the City shall be entitled to retain, at their option, either the following “Retention Percentage” or “Retention Amount” until the City determines that the Retention Release Event, listed below, has occurred: (X) Retention Percentage: 10% ( ) Retention Amount: $_________________________ Retention Release Event: ( ) Completion of All Consultant Services ( ) Other: _________________________ (X) Other: The Retention Amount may be released on a monthly basis provided that Consultant has performed said monthly services to the sole satisfaction of the Director of Development Services or his designee. 2016-03-08 Agenda Packet Page 32 i ii Two-Party Agreement Between the City of Chula Vista And U3 Advisors, Consultant For Consulting Work to be rendered For the University Innovation District 0lID) Recruitment This agreement (Agreement), dated April 9, 2015 is between the City-related entity whose name and business form is indicated on Exhibit A, Paragraph 2, (City), and the entity whose name, business form, place of business and telephone numbers are indicated on Exhibit A, Paragraphs 4 through 6, (Consultant), and is made with reference to the following facts: RECITALS WHEREAS, the City is in the process of preparing a University Innovation District (UID) Sectional Planning Area (SPA) Plan for the 375 acres of land recently acquired by the City for purposes of creating the UID; and WHEREAS, the City believes that specialized consultant services are necessary and appropriate to assist with the recruitment and development of the Chula Vista University Partnership (CVUP), a non-profit entity facilitating the development of the U1D; and WHEREAS, the City believes that Consultant should be engaged for this purpose based on Consultants extensive and unique expertise in this area; and WHEREAS, the City has evaluated Consultants credentials and agree to engage Consultant as set forth herein; and WHEREAS, the Consultant has indicated that it is willing and able to perform the consultant services desired on the terms and conditions set forth in this Agreement; and WHEREAS, pursuant to Chula Vista Municipal Code Section 2.56.070 and the above facts, Consultant is uniquely qualified to serve as the Consultant for this project and staff is recommending that the formal bidding process be waived and retain Consultant; and WHEREAS, the Consultant represents that it is experienced and staffed in a manner such that it can prepare and deliver the services required of Consultant to City within the timeframes herein provided all in accordance with the terms and conditions of this Agreement, and that time is of the essence• [End of Recitals. Next Page Starts Obligatory Provisions.[ Page 1 Two Party Agreement Between the City of Chula Wtsta and I]3 Ath, isorx for Unlversity Innovaffan District (1111)) Recruitment Ma m I-IUErr ap fd dm,Drapb¢(U3 Ve tttres}clJ3 Se x r a,i.Ontra rt 2 Pa y Ag eem ith Wt z U3-21 -A nal-4 3 A 5-b'13/ALd c 2016-03-08 Agenda Packet Page 33 OBLIGATORY PROVISIONS PAGES NOW, THEREFORE, for valuable consideration the City and Consultant do hereby mutually agreeas follows: All of the Recitals above are incorporated into this Agreement by this reference. ARTICLE I. CONSULTANT'S OBLIGATIONS A. General I. General Duties. Consultant shall perform all of the services described on Exhibit A, Paragraph 7 (General Duties). ,Scope of Work and Schedule. In performing and delivering the General Duties, Consultant shall also perform the services, and deliver to City the "Deliverables" described in Exhibit A, Paragraph 8, entitled "Scope of Work and Schedule," according to, and within the time frames set forth in Exhibit A, Paragraph 8, time being of the essence of this agreement. The General Duties and the work and Deliverables required in the Scope of Work and Schedule shall be referred to as the "Defined Services." Failure to complete the Defined Services by the times indicated does not, except at the option of the City, terminate this Agreement. ao Reductions in Scope of Work. City may independently, or upon request from Consultant, from time to time, reduce the Defined Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction. b,Additional Services. In addition to performing the Defined Services, City may require Consultant to perform additional consulting services related to the Defined Services (Additional Services), and upon doing so in writing, if they are within the scope of services offered by Consultant, Consultant shall perform same on a time and materials basis at the rates set forth in the "Rate Schedule'" in Exhibit A, Paragraph 10(C), unless a separate fixed fee is otherwise agreed upon. All compensation for Additional Services shall be paid monthly as billed. 3..Standard of Care. The Consultant expressly warrants that the work to be performed pursuant to this Agreement, whether Def'med Services or Additional Services, shall be performed in accordance with the standard of care ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. a. No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors. Page 2 Two Party Agreemen# Bet ,een the Cu'y of Chula V'trla and {]3 Adt'isorJ for Uni'ershy Innot, ation DL ict (UID) Recru aenl : I-H):Use 'fd :Dro(U3 Ventml:).U3 Se 'et: At h.'L 'y- Ch ula rL :2 t Agrecm t 'Tth Chula Vl:U3-21 '-4 3.15-FINAL.d0e 2016-03-08 Agenda Packet Page 34 B. Application of Laws. Should a federal or state law pre-empt a local law, or regulation, the Consultant must comply with the federal or state law and implementing regulations. No provision of this Agreement requires the Consultant to observe or enforce compliance with any provision, perform any other act, or do any other thing in contravention of federal, state, territorial, or local law, regulation, or ordinance. If compliance with any provision of this Agreement violates or would require the Consultant to violate any law, the Consultant agrees to notify City immediately in writing. Should this occur, the City and the Consultant agree that they will make appropriate arrangements to proceed with or, if necessary, amend or terminate this Agreement, or portions of it, expeditiously. 1. Subcontractors. Consultant agrees to take appropriate measures necessary to ensure that all participants utilized by the Consultant to complete its obligations under this Agreement, such as subcontractors, comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local, affecting Project implementation. In addition, if a subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, the Consultant shall ensure that the subcontractor carries out the Consultant's responsibilities as set forth in this Agreement. C. Insurance I.General. Consultant must procure and maintain, during the period of performance of this Agreement, and for ten (10) years following project completion, policies of insurance from insurance companies to protect against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work under this Agreement and the results of that work by the Consultant, his agents, representatives, employees or subcontractors, and provide documentation of same prior to commencement of work. 2. Minimum Scope of Insurance. Coverage must be at least as broad as: a. CGL. Insurance Services Office Commercial General Liability coverage (occurrence Form CG0001 ). b. Auto. Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). c. WC. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. d. E,&O. Professional Liability or Errors & Omissions Liability insurance appropriate to the Consultant's profession. Architects' and Engineers' coverage is to be endorsed to include contractual liability. 3, Minimum Limits of Insurance. Consultant must maintain limits no less than those included in the table below: P e3 Two Party Agreement Between the City of Chula and O3 Ath sors for Urdverity lnnovaffon Diffrict (OLD) Rec uhTnent HI)-O rr pfd ck,'aan:l n y t (U3 Ventta');U3 Sc ,-,Ad,.Vi._ 2 Agre mem '.ith Clmla Visla_U3-2Paro, Agrmm-4 2.15-F'IAL,do¢ 2016-03-08 Agenda Packet Page 35 i. General Liability: (Including operations, products and completed operations, as applicable) ii. Automobile Liability: $1,000,000 per occurrence for bodily injury, personal injury, (including death), and property damage. If Commercial General Liability insurance with a general aggregate limit is used, either the general aggregate limit must apply separately to this Project/location or the general aggregate limit must be twice the required occurrence limit. $1,000,000 per accident for bodily injury, including death, and property damage. iii. Workers' Compensation Employer's Liability: iv. Professional Liability or Errors & Omissions Liability: Statutory $1,000,000 each accident $1,000,000 disease-policy limit $1,000,000 disease-each employee $1,000,000 each occurrence or claim, $2,000,000 aggregate If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. 4. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer will reduce or eliminate such deductibles or self-insured retentions as they pertain to the City, its officers, officials, employees and volunteers; or the Consultant will provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. 5. Other Insurance Provisions. The general liability, automobile liability, and where appropriate, the worker's compensation polieies are to contain, or be endorsed to contain, the following provisions: a.Additional lnsureds. City of Chula Vista, its officers, officials, employees, agents, and volunteers are to be named as additional insureds with respect to all policies of insurance, including those with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant, where applicable, and, with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including providing materials, parts or equipment furnished in connection with such work or operations. The general liability additional insured coverage must be provided in the form of an endorsement to the Consultant's insurance using ISO CG 2010 (I 1/85) or its equivalent. Specifically, the endorsement must not exclude Products/Completed Operations coverage. Page 4 Two Parry Agreement Between the City of Chula I txta and II3 Advlsors for Unf'ershy lnnov lon Dirtrict (UID) Recraitment Llscrx-;tpfddman:l)/hox 033 Vmlam ) Li3 Sox Ad my'ttla VL a:2 Pray 1 lth C ula Vi a:U3.2Par.Agrmm J. 15-F/NAL 2016-03-08 Agenda Packet Page 36 b°Primary Insurance. The Consultant's General Liability insurance coverage must be primary insurarice as it pertains to the City, its offÉcers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance of the Consultant and in no way relieves the Consultant from its responsibility to provide insurance. C, * g. . Cancellation. The insurance policies required by this Agreement shall not be canceled by either party, except after thirty days' prior written notice to the City by certified mail, return receipt requested. The words "will endeavor" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents, or representatives" shall be deleted from all certificates. d.Waiver of Subrogation. Consultant's insurer will provide a Waiver of Subrogation in favor of the City for each required policy providing coverage for the term required by this Agreement. In addition, Consultant waives any right it may have or may obtain to subrogation for a claim against the City. Claims Forms. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are written on a claims-made form: a. Retro Date. The "Retro Date" must be shown, and must be before the date of the Agreement or the beginning of the work required by the Agreement. b.Maintenance and Evidence. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the work required by the Agreement. C,Cancellation. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a "Retro Date" prior to the effective date of the Agreement, the Consultant must purchase "extended reporting" coverage for a minimum of five years after completion of the work required by the Agreement. d. Copies. A copy of the claims reporting requirements must be submitted to the City for review. Acceptability of Insurers. Insurance is to be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best's rating of no less than A V. If insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best's rating of no less than A X. Exception may be made for the State Compensation Fund when not specifically rated. Verification of Coverage. Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by Section I.C. of this Agreement. The endorsements should be on insurance industry forms, provided those endorsements Page 5 Two Party Agreemtnt Bet 'een the C"ay of Chula t ta and U3 Ad sor fa, Unirtrshy Innovation Distrlct (UID) Recruitment H Us s-apf :l)mph ( t ,-'3 Ven )'O3 A(b, is y:Claula V'2 Parly era lth Vis cU3-2P'e-Agrm t-4 3,15-FINAL doe 2016-03-08 Agenda Packet Page 37 or policies conform to the requirements of this Agreement. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. .Subcontractors. Consultant must include all subconsultants as insureds under its policies or furnish separate certificates and endorsements for each subconsultant. All coverage for subconsultants is subject to all of the requirements included in these specifications. 10. Not a Limitation of Other Obligations. Insurance provisions under this Article shall not be construed to limit the Consultant's obligations under this Agreement, including Indemnity. 11. Additional Coverage. To the extent that Insurance coverage exceeds the minimums identified in section 3, recovery shall not be limited to the insurance minimums, but Shall instead extend to the actual policy limits. D. Security for Performance .Performance Bond. In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Performance Bond (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Performance Bond"), then Consultant shall provide to the City a performance bond, in the amount indicated at Exhibit A, Paragraph 18, in the form prescribed by the City and by such sureties which are authorized to transact such business in the State of California, listed as approved by the United States Department of Treasury Circular 570, http://www.fms.treas.gov/c570, and whose underwriting limitation is sufficient to issue bonds in the amount required by the Agreement, and which also satisfy the requirements stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise by laws or regulations. All bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act. Surety companies must be duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds for the limits so required. Form must be satisfactory to the Risk Manager or City. ,Letter of Credit• In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an irrevoeab]e letter of credit callable by the City at its unfettered discretion by submitting to the bank a letter, signed by the City Manager, stating that the Consultant is in breach of the terms of this Agreement• The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Letter of Credit," in Exhibit A, Paragraph 18. 3. Other Security. In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit Page 6 Two Party Agreement Bet ,een the C'tty of Chula l'-t a and [I3 A dsors for Uni 'ersily Innovation Dis lcl (UID) Recruitmenl lvla msh I/D-IJs 's-a fddm,t :(113 V(mlmm) 155 'm-RtdvLma (3 J a Vls'2 Agroamem ,.ith (TmRa Vi U -2P'tyAga am I 3.15-HNAL doe 2016-03-08 Agenda Packet Page 38 (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Consultant shall provide to the City such other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. E. Business License. Consultant agrees to obtain a business license from the City and to otherwise comply with Title 5 of the Chula Vista Municipal Code. ARTICLE II. CITY OBLIGATIONS A. Consultation and Cooperation. City shall regularly consult the Consultant for the purpose of reviewing the progress of the Defined Services and Schedule, and to provide direction and guidance to achieve the objectives of this Agreement. The City shall allow Consultant access to its office facilities, files and records, as deemed necessary and appropriate by the City, throughout the term of this Agreement. In addition, City agrees to provide the materials identified at Exhibit A, Paragraph 9, with the understanding that delay in the provision of those materials beyond thirty days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's performance. B. Compensation. ,Following Receipt of Billing. Upon receipt of a properly prepared bill from Consultant, submitted to the City as indicated in Exhibit A, Paragraph 17, but in no event more frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 17, City shall compensate Consultant for all services rendered by Consultant according to the terms and conditions set forth in Exhibit A, Paragraph 10, adjacent to the governing compensation relationship indicated by a "eheckmark" next to the appropriate arrangement, subject to the requirements for retention set forth in Paragraph 18 of Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Paragraph 11. ,Supporting Information. Any billing submitted by Consultant shall contain sufficient information as to the propriety of the billing, including properly executed payrolls, time records, invoices, contracts, or vouchers describing in detail the nature of the charges to the Project in order to permit the City to evaluate that the amount due and payable is proper, and such billing shall specifically contain the City's account number indicated on Exhibit A, Paragraph 17(C) to be charged upon making such payment. .Exclusions. In determining the amount of the compensation City will exclude any cost: 1) incurred prior to the effective date of this Agreement; or 2) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of the Consultant, its agents, employees, or subcontractors. a,Errors and Omissions. In the event that the City Administrator determines that the Consultant's negligence, errors, or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have Page 7 Te,'o party Agreement Between the Cily of Chula V'lytg and U3 Ad 4sor for llni ,rsi Innovation Diffvict (UID) Recruitment HD-Usws.ap fddr n:Drc ox (U3 "¢s) U3 Se r -y'Ch V't : 2 .reem l ittt Claula Vi U3-2Pa 'A a nm-4 3, t 5-F IAL doe 2016-03-08 Agenda Packet Page 39 resulted if there were no such negligence, errors, omissions, Consultant shall reimburse City for any additional expenses incurred by the City. Nothing in this paragraph is intended to limit City's rights under other provisions of this Agreement. .Payment Not Final Approval. The Consultant understands and agrees that payment to the Consultant for any Project cost does not constitute a City final decision about whether that cost is allowable and eligible for payment under the Project and does not constitute a waiver of any violation of Consultant of the terms of the Agreement. The Consultant acknowledges that City will not make a final determination about the eligibility of any cost until the final payment has been made on the Project or the results of an audit of the Project requested by the City has been completed, whichever occurs latest. If City determines that the Consultant is not entitled to receive any portion of the compensation due or paid, City will notify the Consultant in writing, stating its reasons. The Consultant agrees that Project closeout will not alter the Consultant's responsibility to return any funds due City as a result of later refunds, corrections, or other similar transactions; nor will Project closeout alter the right of City to disallow costs and recover funds provided for the Project on the basis of a later audit or other review. a. Consultant's Obligation to Pay. Upon notification to the Consultant that specific amounts are owed to City, whether for excess payments or disallowed costs, the Consultant agrees to remit to City promptly the amounts owed, including applicable interest. ARTICLE lit. ETHICS A. Financial Interests of Consultant .Consultant is Designated as an FPPC Filer. If Consultant is designated on Exhibit A0 Paragraph 14, as an "FPPC filer," Consultant is deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Paragraph 14 of Exhibit A, or if none are specified, then as determined by the City Attorney. .No Participation in Decision. Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall not make, or participate in making or in any way attempt to use Consultant's position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a financial interest other than the compensation promised by this Agreement. 3 Search to Determine Economic Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant warrants and represents that Consultant has diligently conducted a search and inventory of Consultant's economic interests, as the term is used in the regulations promulgated by the Fair Political Practices Commission, and has Page 8 Two Party ARreerncnt Be een the C y of Chula ta and U3 Ad q ors for UniforMly Innovcoion District (lilD) Recru ment Mnfraosh HDUr ''fddrmm,O J3 venlm-ex)'U3 Sc :Ad '3, Chub Vi 2 Party Al ancm lth Chula Vigt U3-2P'o'Ag am 13.15-F1NAL doe 2016-03-08 Agenda Packet Page 40 determined that Consultant does not, to the best of Consultant's knowledge, have an economic interest which would conflict with Consultant's duties under this Agreement. .Promise Not to Acquire Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will not acquire, obtain, or assume an economic interest during the term of this Agreement which would constitute a conflict of interest as prohibited by the Fair Political Practices Act. .Duty to Advise of Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will immediately advise the City Attorney if Consultant learns of an economic interest of Consultant's that may result in a eonflict of interest for the purpose of the Fair Political Practices Act, and regulations promulgated thereunder. 6. Specific Warranties Against Economic Interests. Consultant warrants, represents and agrees that: a,Neither Consultant, nor Consultant's immediate family members, nor Consultant's employees or agents (Consultant Associates) presently have any interest, directly or indirectly, whatsoever in any property which may be the subject matter of the Defined Services, or in any properly within 2 radial miles from the exterior boundaries of any property which may be the subject matter of the Defined Services, (Prohibited Interest), other than as listed in Exhibit A, Paragraph 14. bl No promise of future employment, remuneration, consideration, gratuity or other reward or gain has been made to Consultant or Consultant Associates in connection with COnsultant's performance of this Agreement. Consultant promises to advise City of any such promise that may be made during the Term of this Agreement, or for twelve months thereafter. C.Consultant Associates shall not acquire any such Prohibited Interest within the Term of this Agreement, or for twelve months after the expiration of this Agreement, except with the written permission of City. d,Consultant may not conduct or solicit any business for any party to this Agreement, or for any third party that may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. IV. LIQUIDATED DAMAGES A. Application of Section. The provisions of this section apply ifa Liquidated Damages Rate is provided in Exhibit A, Paragraph 13. 1. Estimating Damages. It is acknowledged by both parties that time is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting Page 9 Two Party Agrtement Between the Ci of Chulo -z ta and 113 Advisors for University Innovation Dislrict (UID) Recrnhment 2016-03-08 Agenda Packet Page 41 from delay in performance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. .Amount of Penalty. Failure to complete the Defined Services within the allotted time period specified in this Agreement shall result in the following penalty: For each consecutive calendar day in excess of the time specified for the completion of the respective work assignment or Deliverable, the Consultant shall pay to the City, or have withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A, Paragraph 13 (Liquidated Damages Rate). ,Request for Extension of Time. If the performance of any act required of Consultant is directly prevented or delayed by reason of strikes, lockouts, labor disputes, unusual governmental delays, acts of God, fire, floods, epidemics, freight embargoes, or other causes beyond the reasonable control of the Consultant, as determined by the City, Consultant shall be excused from performing that act for the period of time equal to the period of time of the prevention or delay. In the event Consultant claims the existence of such a delay, the Consultant shall notify the City's Contract Administrator, or designee, in writing of that fact within ten calendar days after the beginning of any such claimed delay. Extensions of time will not be granted for delays to minor portions of work unless it can be shown that such delays did or will delay the progress of the work. ARTICLE V. INDEMNIFICATION A. Defense, Indemnity, and Hold Harmless. l,General Requirement. To the maximum extent allowed by law: Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers, agents and employees, from and against any and all claims, demands, causes of action, costs, expenses, (including reasonable attorney's fees and actual costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Defined Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising from the sole negligence or sole willful misconduct of the City, its officers, employees. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. .Design Professional Services. Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782.5, as may be amended from time to time, the defense and indemnity obligation under Section I, above, shall be limited to the extent required by California Civil Code section 2782.8. Page 10 Two Pa Agreement Bem'een the C , of Chula V'crta and 1.13 Adq ors for Unir ersi Innov'atlon Distrtcl (UID) Recraitment 2016-03-08 Agenda Packet Page 42 3 Costs of Defense and Award. Included in the obligations in Sections A.I and A.2, above, is the Consultant's obligation to defend, at Consultant's own cost, expense and risk, any and all suits, actions or other legal proceedings, that may be brought or instituted against the City, its directors, officials, officers, employees, agents and/or volunteers, subject to the limitations in Sections A.I. and A.2. Subject to the limitations in Sections A.l. and A.2., Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents and/or volunteers, for any and all related legal expenses and costs incurred by each of them. ,Insurance Proceeds. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents, and/or volunteers. ,Declarations. Consultant's obligations under Article V shall not be limited by any prior or subsequent declaration by the Consultant. ,Enforcement Costs. Consultant agrees to pay any and all costs City incurs enforcing the indemnity and defense provisions set forth in Article V. 7. Survival. Consultant's obligations under Article V shall survive the termination of this Agreement. 8. No Alteration of Other Obligations. This Article V, shall in no way alter, affect or modify any of the Consultant's other obligations and duties under this Agreement. ARTICLE VI. TERMINATION OF AGREEMENT A. Termination for Cause. If, through any cause, Consultant shall fail to fulfill in a timely and proper manner Consultant's obligations under this Agreement, or if Consultant shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to Consultant of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by Consultant shall, at the option of the City, become the property of the City, and Consultant shall be entitled to receive just and equitable compensation, in an amount not to exceed that payable under this Agreement and less any damages caused City by Consultant's breach, for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of Termination. B. Termination of Agreement for Convenience of City. City may terminate this Agreement at any time and for any reason, by giving specific written notice to Consultant of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished documents and other materials described hereinabove shall, at the option of the City, become City's sole and exclusive property. If the Agreement is terminated by City as provided in this paragraph, Page I 1 Two Party Agreement Bel veen the City of Cbula IPtsta and 1.13 Advisors for University Innovaffon Diffrict (UID) Reeruitmenz 2016-03-08 Agenda Packet Page 43 Consultant shall be entitled to receive just and equitable compensation, in an amount not to exceed that payable under this Agreement, for any satisfactory work completed on such documents and other materials to the effective date of such termination. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth in this section. ARTICLE VII. RECORD RETENTION AND ACCESS A.Record Retention. During the course of the Project and for three (3) years following completion, the Consultant agrees to maintain, intact and readily accessible, all data, documents, reports, records, contracts, and supporting materials relating to the Project as City may require. B*Access to Records of Consultant and Subcontractors. The Consultant agrees to permit, and require its subcontractors to permit City or its authorized representatives, upon request, to inspect all Project work, materials, payrolls, and other data, and to audit the books, records, and accounts of the Contractor and its subcontractors pertaining to the Project. C. Project Closcout. The Consultant agrees that Project closeout does not alter the reporting and record retention requirements of this Agreement. ARTICLE VIII. PROJECT COMPLETION, AUDIT, AND CLOSEOUT A°Project Completion. Within ninety (90) calendar days following Project completion or termination by City, Consultant agrees to submit a final certification of Project expenses and audit reports, as applicable. B Audit of Consultants, Consultant agrees to perform financial and compliance audits the City may require. The Consultant also agrees to obtain any other audits required by City. Consultant agrees that Project closeout will not alter Consultant's audit responsibilities. Audit costs are allowable Project costs. C*Project CIoseout. Project closeout occurs when City notifies the Consultant that City has closed the Project, and either forwards the final payment or acknowledges that the Consultant has remitted the proper refund. The Consultant agrees that Project closeout by City does not invalidate any continuing requirements imposed by the Agreement or any unmet requirements set forth in a written notification from City ARTICLE IX. MISCELLANEOUS PROVISIONS A. Assignability. The services of Consultant are personal to the City, and Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or notation), without prior written consent of City. Page 12 TWO party Agreement Bc lween the C"tfy of Chula Vi.vt and U3 Adrixors for Unh'e Lty Innov n DtstHc't (UIO) Rtcru iff Io IJd)'User s- alffel dn n'L'(U3 Vc 'tt s)'I/3 .Se '-2 d ise y.C ala V-tsta:2 P ay Ag :racr ,ith C la V'L a.LI3 21 'Agrrnm.4 J.I 5-FIN'AL doc 2016-03-08 Agenda Packet Page 44 I. Limited Consent. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 16 to the subconsultants identified as "Permitted Subconsultants." B. Ownership, Publication, Reproduction and Use of Material. All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced under this Agreement shall be the sole and exclusive property of City. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. C. Independent Contractor. City is interested only in the results obtained and Consultant shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. City maintains the right only to reject or accept Consultant's work products. Consultant and any of the Consultant's agents, employees or representatives are, for all purposes under this Agreement, independent contractors and shall not be deemed to be employees of City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, social security tax or any other payroll tax, and Consultant shall be solely responsible for the payment of same and shall hold the City harmless with regard to them. I.Actions on Behalf of City. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever, as an agent or otherwise. Consultant shall have no authority, express or implied, to bind City or its members, agents, or employees, to any obligation whatsoever, unless expressly provided in this Agreement. ,No Obligations to Third Parties. In connection with the Project, Consultant agrees and shall require that its agents, employees, subcontractors agree that City shall not be responsible for any obligations or liabilities to any third party, including its agents, employees, subcontractors, or other person or entity that is not a party to this Agreement. Notwithstanding that City may have concurred in or approved any solicitation, subagreement, or third party contract at any tier, City shall have no obligation or liability to any person or entity not a party to this Agreement. D. Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement, against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth Page 13 Two party Agreement Ber ,een the City of Chula WLsla and U3 Ad sors for Unh rsily Innol,allan District (UID) Recruitment HD-Us "t fddman' Dr (U3 veatmes:cU3 S4w.'et 2t d is a3< C'a ula Vis 2 at xith Omia Vislz: U3-2 P'lyAgrmm l.3.15FI AL d c 2016-03-08 Agenda Packet Page 45 herein, and such policies and procedures used by City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. E. Administration of Contract. Each party designates the individuals (Contract Administrators) indicated on Exhibit A, Paragraph 12, as that party's contract administrator who is authorized by the party to represent it in the routine administration of this Agreement. F. Term. This Agreement shall terminate when the parties have complied with all executory provisions hereof. G. Statement of Costs. In the event that Consultant prepares a report or document, or participates in the preparation of a report or document in performing the Defined Services, Consultant shall include, or cause the inclusion of, in the report or document, a statement of the numbers and cost in dollar amounts of all contracts and subcontracts relating to the preparation of the report or document. H. Consultant is Real Estate Broker and/or Salesman. If the box on Exhibit A, Paragraph 15 is marked, the Consultant and/or its principals is/are licensed with the State of California or some other state as a real estate broker or salesperson. Otherwise, Consultant represents that neither Consultant, nor its principals are licensed real estate brokers or salespersons. I.Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement as the places of business for each of the designated parties. J°Integration. This Agreement, together with any other written document referred to or contemplated in it, embody the entire Agreement and understanding between the parties relating to the subject matter hereof. Neither this Agreement nor any provision of it may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. K. Capacity of Parties. Each signatory and party to this Agreement warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into this Agreement, and that all necessary resolutions or other actions have been taken so as to enable it to enter into this Agreement. L. Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance under it, shall be the City of Chula Vista. Page 14 Two Pa y Agreement Beeween the Oty of Chula 'ttla and IJ3 Adt ors for Untvenhy Innavaffon nh-tri (UID) Recruitment 2016-03-08 Agenda Packet Page 46 Signature Page to Agreement between City of Chula Vista and U3 Advisors, Consultant For Consulting Work to be rendered For the Unive ity lnno ;ation District (UID) Recruitment 1N WITNESS WHEREOF, City and Consultant have executed this Agreement, indicating that they have read and understood same, and indicate their full and complete consent to its terms: City of Chula Vista Mary e'asillas Salas, Mayor Attest: Dln a N fiis, "6, Approved as to form: U3 Advisors, Incorporated .y, I /--:laik. Co-Chief Executive (CEO), U3 Advisors /* Consultant to provide signature authority for signatory. Exhibit List to Agreement: Exhibit A J:Llomey MJ a,a lSh Unlve ity Agl\U3 -2 PmlyAl[rnmt l.3.1 $-FINAt. dog Page 15 Two party Agreement Between the City of Chula Vista and I]3 Advisors for Un ersby Innovaffon District (UID) Recruitment HDUscrs'ap fd&nan'Dmplmx (l J3 v¢ttwes)'U3 Ser.'-J .tny:Chula Vi m:2 P y Agrec t with (3mla Visa U3.2Pzr 'Agr al,4 3.15--FIN At, 2016-03-08 Agenda Packet Page 47 Exhibit A to Agreement between City of Chula Vista and U3 Advisors, Consultant For Consulting Work to be rendered For the University Innovation District (UID) Recruitment 1. Effective Date: The Agreement shall take effect upon full execution of the Agreement, as of the effective date stated on page l of the Agreement. 2. City-Related Entity: (X) City of Chula Vista, a municipal chartered corporation of the State of California ( ) Other:, a [insert business form] 3. Place of Business for City: City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 4. Consultant: U3 Advisors, Incorporated 5. Business Form of Consultant: ( ) Sole Proprietorship ( ) Partnership (X) Corporation .Place of Business, Telephone and Fax Number of Consultant: 30 S. 15th Street, 15th Floor Philadelphia, PA 19102 (610) 316-0648 Attn: Omar Blaik, Co-CEO (215) 2?9-8385 www.u3advisors.com 7. General Duties: Assist the City in the creation of the Chula Vista University Partnership (CVUP); guide the City and the CVUP in the marketing, fundraising and recruitment for the development of the 375-acre University and Innovation District. Page 16 Two Patty Agreement Between the Ci of Chula Irt ta and 113 Advisors fat University Innovation District (UID) Reenzitmeat H - U fdckn g Dmp/m (I J3 V ii 's ):U3 ,x -Jk';s y'C'h ula Wtsta:2 Agreem'tl ith Vi U3 2 F'a 'Agl t -4 3.15 Fl[lq AL.&e 2016-03-08 Agenda Packet Page 48 8. Scope of Work and Schedule: The scope of work under this contract entails a focused work effort in the following different areas to be completed between May and December 2015: 1. Hire full-time Project Manager for the development of the Chula Vista University Partnership (CVUP). 2. Develop a 3-year budget for the CVUP. 3. Develop the Recruitment Strategies for University Innovation District (UID) for City Council Approval. 4. Provide a Pre-Recruitment Research Report including a Short-List of University "Targets." 5. Develop Marketing Package for Institutional Visits and Provide Institutional Exploration Report with Recommendations. 6. Funding Opportunity Report and Funder Exploration Final Report and Recommendations. 7. CVUP Board Exploration and Candidate Recommendations Report. A. Detailed Scope of Work: I.Hire full-time Project Manager for the development of the Chula Vista University Partnership (CVUP). Consultant will hire a Chula Vista based project manager no later than 75 days after contract execution. The Chula Vista based Project Manager will be assisted by Consulting Project Manager Alex Feldman and Consulting Principal Omar Blaik who will be in charge of the project. ,Develop a 3-year budget for the CVUP. Consultant will assist City in the development of the bylaws, articles and other documents necessary to create the CVUP non-profit university recruitment corporation and develop a 3-year budget needed to support the CVUP within 3 months of the contract execution. 3 Develop the Recruitment Strategies for University Innovation District (UID) for City Council Approval. Consultant will prepare and refine recruitment guiding principles through collaboration with the City, and their consultants such as Ayers Saint Gross (ASG) and William Hezrnalhalch Architects (WHA) who are in the process of preparing the UID SPA Plan. In addition, the consultant will solicit feedback from City Councilmembers and Civic Leaders. The City Council will approve the recruitment guiding principles, which will provide the recruitment strategy for CVUP. ,Provide a Pre-Recruitment Research Report includina Short-List of University ." Consultant shall meet with respected higher education leaders and administrators for interviews and discussions regarding trends in higher education. Page 17 Two party Agreement Bt, twe the City of Chula Festa and I.I3 Ad 'isors for Ilnis rsity Innovation Dixtrict ({liD) Recruitment HD Us-5 pfetdmm:O J3 Ven ):U3 -.A y'Chda Vista:2 Pray ent *th Chula Vi-U3-2 PanyAgmml4.3.15-F1NAL d 2016-03-08 Agenda Packet Page 49 Consultant will also research and develop a "scan" of Mexican Universities to better understand higher education markets and potential connections. These efforts will result in the development of a short-list of approximately 5 - 10 public/private institutional targets and a Pre-recruitment Research Report. ,Develop Marketing Package for Institutional Visits and Provide Institutional Exploration Report with Recommendations. Consultant shall develop metrics for assessing short-list institutions resulting in a marketing package for recruitment visits. Consultant will organize and conduct site visits for potential partner institutions, including members of City staff to understand institutional priorities, current campus and facilities, and gauge early interest in partnership. An Institutional Exploration Report with Recommendations will be provided to highlight potential institutional partners and next steps for recruitment. .Funding--Opportunity Report and Funder Exploration Final Report and Recommendations. Consultant shall develop a Funding Opportunity Report assessing and sizing the project funding needs, identifying potential sources of philanthropic funding (Kresge, Gates, Rockefeller, Ford, ete). In addition, Consultant shall identify potential sources of public funding from local, state and federal government sources. The Funding Opportunity Report will be supplemented by a Final Report based on the development of metrics for a short-list of funders, based on site visits, conversations, and follow-up meetings with short-list of potential funding partners. The Funder Exploration Final Report and Recommendations will identify public and private funding opportunities for the UID project and next steps. 7,CVUP Board Exploration and Candidate Recommendations Report. Consultant shall work with the City to develop a short-list of potential CVUP Board candidates. Consultant will provide metrics for assessing board candidates, schedule, participate, and follow-up visit potential board candidates with members of the City. This effort will culminate in the provision of a CVUP Board Candidate Recommendations Report for presentation to the City Council. B. Date for Commencement of Consultant Services: (X) Same as Effective Date of Agreement ( ) Other: C. Dates or Time Limits for Delivery of Deliverables: Page 18 Two Party Agreement Between the City of Chala Irtsta and U3 Advl$or for Unive ily Innovation Dh'tric¢ (UID) Recruitrnenl Macinlc h I'): Urns' p fetdmmv I(U3 Vcaltttres) U3 Se 'e . Ad ismy:Chula Vis2 Fmly Agrc 'n i 'ith Vtsla. U3-2 ]'Agrnml4 3.15-FINAL,doe 2016-03-08 Agenda Packet Page 50 Deliverable No. I : Hire full-time Project Manager for the development of the Chula Vista University Partnership (CVUP). Deliverable Date: July 15, 2015 Deliverable No. 2: Develop a 3-year budget for the CVUP. Deliverable Date: 2015. Deliverable No. 3: Develop the Recruitment Strategies for University Innovation District (U]D) for City Council Approval. Deliverable Date: September 1,2015. Deliverable No. 4: Provide a Pre-Recruitment Research Report including a Short-List of University "Targets." Deliverable Date: October 1,2015. Deliverable No. 5: Develop Marketing Package for Institutional Visits and Provide Institutional Exploration Report with Recommendations. Deliverable Date: November I 2015. Deliverable No. 6: Funding Opportunity Report and Funder Exploration Final Report and Recommendations. Deliverable Date: November 1,2015. Deliverable No. 7: CVUP Board Exploration and Candidate Recommendations Report. Deliverable Dale: December 1,2015. D. Date for completion of all Consultant services: Approximately seven (7) months from commencement of Consultant Services. 9. Materials Required to be Supplied by City to Consultant: 10. Compensation: A. ( ) Single Fixed Fee Arrangement. For performance of all of the Defined Services by Consultant as herein required, City shall pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set forth below: Milestone or Event or Deliverable Amount or Percent of Fixed Fee ( ) 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit Page 19 Two ParO, Agrtetm nt Bt"lwe ,'n the CiO of Chitin t'-t ,a und 1t3 Adqsors for Unh'ersixy Innovtsllon Dialri (UID) Recruhment FID [/sers'fd n a: I (113 V hnes):U3 SeB rJ cb.'is ry: O, nt V-t :2 Ag crncra v.'tth Ctmla visza'U3-21 ,Agnnm..3.15-FINAL doe 2016-03-08 Agenda Packet Page 51 against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Consultant shall have represented in writing that said percentage of completion of the phase has been performed by the Consultant. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. B. ) Phased Fixed Fee Arrangement. For the performance of each phase or portion of the Defined Services by Consultant as are separately identified below, City shall pay the fixed fee associated with each phase of Services, in the amounts and at the times or milestones or Deliverables set forth. Consultant shall not commence Services under any Phase, and shall not be entitled to the compensation for a Phase, unless City shall have issued a notice to proceed to Consultant as to said Phase. Phase 1. $ 2. $ 3. $ Fee for Said Phase ( ) 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the eompensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 18 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administra'or designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Consultant shall have represented in writing that said percentage of completion of the phase has been performed by the Consultant. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. C. (X)Hourly Rate Arrangement Page 20 Two Par Agrcemznt Bttw en th Ci of Chula P trla and tI3 Ad qsor for Uni erxlt , Innovattan Dh'ttict (UI D) R craitmenl Mazinmsh HI3r Us 'S afddrnmr D t lx x (03 V mlxtr ):U3 Sas 'z Advlsmy-Chula V'712 Agrea'nera 515 Qmla VIsI/t I J3 -2Pm'tyAgnltnl-4 3.15-FINAL.d c 2016-03-08 Agenda Packet Page 52 For performance of the Defined Services by Consultant as herein required, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of said Services, at the rates or amounts set forth in the Rate Schedule herein below according to the following terms and conditions: Omar Blaik, Co-CEO Alex Feldman, Project Manager Shea O-Neill Research Analyst Local Hire (TBD) $475.00 $275.00 $150.00 $111.47 $110.00 (1) (X)Not-to-Exeeed Limitation on Time and Materials Arrangement Notwithstanding the expenditure by Consultant of time and materials in excess of said Maximum Compensation amount, Consultant agrees that Consultant will perform all of the Defined Services herein required of Consultant for $488,000, including all Materials, and other "reimbursables" (Maximum Compensation). (2) ( ) Limitation without Further Authorization on Time and Materials Arrangement At such time as Consultant shall have incurred time and materials equal to $ (Authorization Limit), Consultant shall not be entitled to any additional compensation without further authorization issued in writing and approved by the City. Nothing herein shall preclude Consultant from providing additional Services at Consultant's own cost and expense. See Exhibit B for wage rates. ( ) Hourly rates may increase by 6% for services rendered after [month], 20.__if delay in providing services is caused by City. 11. Materials Reimbursement Arrangement For the cost of out of pocket expenses incurred by Consultant in the performance of services herein required, City shall pay Consultant at the rates or amounts set forth below: (X)None, the compensation includes all costs. ( ) Reports, not to exceed $ ( ) Copies, not to exceed $ : $ ( ) Travel, not to exceed $ : $ ( ) Printing, not to exceed $ : $ ( ) Postage, not to exceed $ : $ ( ) Delivery, not to exceed $ : $ ( ) Outside Services: $ Cost or Rate $ Page 21 Two Party Agrecraent Btieen the Ci0, of Chula V't a and U3 Advisors far Uairersily Innovaffn Dharict (UID) Recraitment IVlzcfim HD-Users'pfddmawDmi:x (U3 Venlm s)'LI3 Sea Ad ry.C ula Visl 2 Agreement qt Cbttla Vi -U3-2P'yAgrnml-4 3.15-FINAL doe 2016-03-08 Agenda Packet Page 53 ] - . ()Other Actual Identifiable Direct Costs: • not to exceed $ , not to exceed $ $ : $ : $ 12. Contract Administrators: City: Scott D. Donaghe, Principal Planner Public Services Building C 276 Fourth Avenue Chula Vista, CA 91910 (619) 476-5341 Consultant: Omar Blaik, Co-CEO U3 Advisors, Incorporated 30 S. 15th Street, 15th Floor Philadelphia, PA 19102 (215) 279-8385 13. Liquidated Damages Rate: ( ) $ per day. ( ) Other: 14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code (Chula Vista Municipal Code chapter 2.02): (X)Not Applicable. Not an FPPC Filer. ( ) FPPC Filer ( ) Category No. 1. Investments, sources of income and business interests. ( ) Category No. 2. Interests in real property. ( )Category No. 3. Investments, business positions, interests in real property, and sources of income subject to the regulatory, permit or licensing authority of the department administering this Agreement. ( ) Category No. 4. Investments and business positions in business entities and sources of income that engage in land development, construction or the acquisition or sale of real property. Page 22 Two patty Agttot ttt Btt the Etty oJChula trLond U3 Advixorx for Ual 'rsRy Innovation DL nCI (UID) Recruitmtrd Um''pfddm,:(U3 v m1 m s).U3 Sc "c :Advlsy'Cbu , Vi 2 Agr me i lith Ctt Vis : U3-21 'A mnl-4.3. I $-FINALdcc 2016-03-08 Agenda Packet Page 54 ( ) Category No. 5. Investments and business positions in business entities and sources of income that, within the past two years, have contracted with the City of Chula Vista or the City's Redevelopment Agency to provide services, supplies, materials, machinery or equipment. ( ) Category No. 6. Investments and business positions in business entities and sources of income that, within the past two years, have contracted with the department administering this Agreement to provide services, supplies, materials, machinery or equipment. ( ) List Consultant Associates interests in real property within 2 radial miles of Project Property, if any: 15. ( ) Consultant is Real Estate Broker and/or Salesman 16. Permitted Subconsultants: 17. Bill Processing: A. Consultant's Billing to be submitted for the following period of time: ( ) Monthly ( ) Quarterly (X)Other: Per Milestone Deliverables in Table in Section 10-B B. Day of the Period for submission of Consultant's Billing: ( ) First of the Month ( ) 15th Day of each Month ( ) End of the Month (X)Other; Per Milestone Deliverables in Table in Section 8-C C. City's Account Number: UPGI 1 18. Security for Performance Page 23 Two Party Agzeement Between the Ci of Chula F twa and U3 Ad a for Unh r ity Innoval on Dirt ict (lifO) Reeruizmenf I-D :U r.'s-i'd din.an ' (03 V ttm ):LIJ S¢'Ad ir, t y:Chula Vi-a:2 Par A C -nmt ith Cha VI U3-2 rlyAgma d 3.15-FIN/d..dOt 2016-03-08 Agenda Packet Page 55 \ ) Performmace Bond, $ ) Letter of Credit, $. ) Other Security: Type: Amount: $ (X)Retention. If this space is checked, then notwithstanding other provisions to the contrary requiring the payment of compensation to the Consultant sooner, the City shall be entitled to retain, at their option, either the following "Retention Percentage" or "Retention Amount" until the City determines that the Retention Release Event, listed below, has occurred: (X) Retention Percentage: 10% ( ) Retention Amount: $ Retention Release Event: ( ) Completion of All Consultant Services ( ) Other: (X) Other: The Retention Amount may be released on a monthly basis provided that Consultant has performed said monthly services to the sole satisfaction of the Director of Development Services or his designee. Page 24 Two Party Agreement Between the C'ay of Chula lqsta and U3 Ad 4sors for University Innovation District (lllO) Recruitment Maei lg a HD-U apfdd n rDr box (03 Ven m ):U3 S¢m-kd, d 'y:Chu]a Viz21 Ag cm v.th Chula V'ts U3-2P'yA grnm I a13 15-FINAL doe 2016-03-08 Agenda Packet Page 56 City of Chula Vista Staff Report File#:16-0120, Item#: 3. RESOLUTIONOFTHECITYCOUNCILOFTHECITYOFCHULAVISTAAPPROVINGAN AGREEMENTWITHBALDWINANDSONS,LLC,(“DEVELOPER”)FORTHEDEVELOPMENTOF A100BEDATHLETEHOUSINGPROJECTATTHEOLYMPICTRAININGCENTERIN SATISFACTIONOFAPORTIONOFDEVELOPER’SOBLIGATIONSUNDERTHECITY’S BALANCED COMMUNITIES POLICY RECOMMENDED ACTION Council adopt the resolution. SUMMARY BaldwinandSons,LLC,(“Developer”)proposestodevelopandconstructa100bedathletehousing facilitylocatedattheOlympicTrainingCenter(“OTC”).Thehousingfacilityisbeingprovidedto satisfyaportionofDeveloper’sinclusionaryhousingobligationsforOtayRanchVillage2(assetforth initsexistingBalancedCommunitiesAffordableHousingAgreementwiththeCity)and OtayRanch FreewayCommercial(“PA-12”)(asshowninitsattendantSPAamendment),andisconsistentwith theCity’sBalancedCommunitiesPolicy(“InclusionaryHousingPolicy”)(andimplementing guidelines)provisionsregardingtheprovisionofalternativeformsofhousing.Theadditionalbedsat theOTCwillbothserviceaspecialneedspopulationandarenecessaryanddesirableforeffective operationsoftheOTCfacility.Developerwillalsobeprovidinganeeded“day-use”lockersand showersattheOTC.Developer’sremainingaffordablehousingobligationisexpectedtobe developed“on-site.”CityCouncilapprovalofthisitemwillauthorizetheCityManagertofinalizeand signahousingdevelopmentagreement(“HousingDevelopmentAgreement”)forthedevelopmentof the OTC housing project. ENVIRONMENTAL REVIEW Environmental Notice TheProjectwasadequatelycoveredinpreviouslyadopted/certifiedFinalEnvironmentalImpact Report (EIR 89-11) for the Olympic Training Center Sectional Planning Area (SPA) Plan. Environmental Determination TheDirectorofDevelopmentServiceshasreviewedtheproposedprojectforcompliancewiththe CaliforniaEnvironmentalQualityAct(CEQA)andhasdeterminedthattheprojectwasadequately coveredinpreviouslyadopted/certifiedFinalEnvironmentalImpactReport(EIR89-11)forthe OlympicTrainingCenterSectionalPlanningArea(SPA)Plan.Thus,nofurtherenvironmentalreview or documentation is necessary. City of Chula Vista Printed on 3/3/2016Page 1 of 6 powered by Legistar™2016-03-08 Agenda Packet Page 57 File#:16-0120, Item#: 3. BOARD/COMMISSION RECOMMENDATION Not applicable DISCUSSION TheCity'sInclusionaryHousingPolicyrequirestheprovisionofhousingforalleconomicgroupsand distributionofaffordablehousingthroughouttheCity.TheCityrequires10percentofanynew subdivisioninexcessoffifty(50)unitstobemadeaffordableforlowandmoderate-incomefamilies (5%lowand5%moderate),knownastheAffordableHousingObligation.Theprimaryobjectiveof thispolicyistoincreaseaffordablehousingopportunitiesinthenewplannedcommunitiesinthe eastern part of the City. Currently,basedonmaximum“build-out,”Developer’sinclusionaryhousingobligationsareestimated tobeasfollows:(1)Village2consistsof165LowIncomeunitsand172ModerateIncomeunitsand (2)PA12consistsof30LowIncomeUnitsand30ModerateIncomeUnits,totaling195LowIncome and 202 Moderate Income Units. TheimplementingguidelinesfortheCity’sInclusionaryHousingPolicyprovidethatDevelopersmay seektosatisfyitsAffordableHousingObligationatadifferentlocation,alsoknownasanOff-Site Alternative, through the following types of options: ·Constructing new affordable units at a different site; ·Acquiring and rehabilitating existing market rate units to affordable units; ·Transfer of affordable housing credits from the City or another developer; and ·Provisionofhousingprojectsorprogramstomeetthespecialneedsofcertainpopulation groupswithinthecommunitysuchas,butnotlimitedto,personswithdisabilities,homeless, veterans, elderly, students, and national level student/amateur athletes. TheCitymayapprovealternativestotheconstructionofnewinclusionaryunitswheretheproposed alternativeadvancestheCity’shousinggoalsandprovidesamoreeffectiveandfeasiblemeansof satisfying the requirements and greater public benefit. Proposed Project TheDeveloperisproposingtobuildanoff-siteprojectinsatisfactionofaportionofitsAffordable HousingObligationswithinOtayRanchVillage2andPA-12(“collectively,the“Obligations”).The Developerproposestodevelopandconstructa 100bedhousingprojectforstudent/amateurathletes withfixtures,appliances,meetingrooms,storagelockers,andassociatedfacilities,alongwitha stand-aloneday-usershower,restroomandlockerfacility(atatobedeterminedlocationatthe OTC),andattendantlandscaping(collectively,the“Project”)locatedattheOlympicTrainingCenter (“OTC”).Uponcompletionofconstruction,anticipatedbyJuly1,2017,theProjectwillbeownedby theCityofChulaVista.KeytermsoftheHousingDevelopmentAgreement,currentlybeingfinalized, to implement the Project include the following: 1.Developershallconstructorcausetobeconstructedaonehundred(100)bedhousing projectwithfixtures,appliances,meetingrooms,storagelockers,andassociatedfacilities, alongwithastand-aloneday-usershower,restroomandlockerfacility(atatobe determinedlocationontheOTC),andattendantlandscapingofhighqualityasapproved bytheDirectorofDevelopmentServices,attheOlympicTrainingCenterinChulaVista. City of Chula Vista Printed on 3/3/2016Page 2 of 6 powered by Legistar™2016-03-08 Agenda Packet Page 58 File#:16-0120, Item#: 3. bytheDirectorofDevelopmentServices,attheOlympicTrainingCenterinChulaVista. AfterapprovalofthecompletedprojectbytheCityManager,Developershalltransfertothe City,fortheCity’ssoleownership,theprojectwithoutanyencumbrances,liens,orany outstanding costs or debts arising from or related to the project. 2.Developershallsecureallfinancingnecessaryforthedevelopmentandconstructionof the Project. 3.DevelopershalldelivertheProjectforoccupancyandusebynationallevel student/athletes by on or before July 1, 2017. 4.UponcompletionoftheProject,Developerwillreceive100LowIncomeHousingUnits credit(the“OTCHousingCredit”)againstDeveloper’sexistingAffordableHousing Obligations.ThiscreditwillpartiallysatisfyDeveloper’sObligations.Theremaining estimated Obligation are anticipated to be provided on-site. 5.TheCity’sapprovaloftheProjectandcredittowardstheDeveloper’sAffordable HousingObligationisbasedupontheassumptionsandinformationpresentedbythe DeveloperandfiledwiththeAffordableHousingReviewApplicationfortheProjectas submittedandreviewedbytheCity’sDevelopmentServicesHousingDivision.Itis expectedthatanysubstantiverevisionsinsuchassumptionsandinformationwhichwould leadtoasignificantchangeintheProject,maythereforeproportionallyreducethelevelof credit towards Developer’s existing Affordable Housing Obligations. AmoredetailedTermSheet,sitelocation,andschematicsoftheProjectareincludedasAttachment 1. Public Benefit TheCitymayapprovealternativemethodsofcompliancewheretheproposedalternativeprovidesa moreeffectiveandfeasiblemeansofsatisfyingtherequirementsandgreaterpublicbenefit.This determinationshallbebasedonfindingsapprovedbyCityCouncilthattheproposedalternative meets one or more of the following: ·Advances the specific goals and objectives of the Housing Element; ·Achieves a balance of housing opportunities within the community; ·Providesapreferredproducttypeinlightofthehousingneedsofthesurroundingareaand need; ·Offersopportunitiestomeetthespecialneedsofpopulationgroupssuchas,butnotlimited to,personswithdisabilities,homeless,veterans,elderly,students,andnationallevel student/amateur athletes; ·Offers locational advantages relative to the needs of lower income households; and/or ·Offers greater feasibility and/or cost effectiveness than new construction. StafffindsthattheProjectwilladvancetheCity’shousinggoalsandprovidesgreaterpublicbenefitto theChulaVistacommunity.TheProjectwillprovidehousingfornationallevelstudent/amateur athletesandmeettheirspecialneeds.Inpursuitoftheirathleticcareers,student/amateurathletes aretypicallyonlyemployedparttimeandinneedofmoreaffordablehousing.Withlimitedhousing City of Chula Vista Printed on 3/3/2016Page 3 of 6 powered by Legistar™2016-03-08 Agenda Packet Page 59 File#:16-0120, Item#: 3. aretypicallyonlyemployedparttimeandinneedofmoreaffordablehousing.Withlimitedhousing opportunitiesavailableattheOTC,athletesseekaffordablehousingwithinthecommunityandoften timesindistantareasduetothelackofsuchchoiceswithincloserproximity.Itslocationonsitewill provideathletesaffordableandappropriatehousingandimmediateaccesstotheOTCfacilityandits trainingamenities.ThegreaterChulaVistacommunitywillalsobenefitfromtheincreasedcapacity oftheOTC,asaresultoftheadditionalbedsandtheday-visitfacilities,andenhancementofthelong -term feasibility of the OTC. WiththeapprovaloftheProject,Developeranticipatesstartingconstructionofthedevelopment immediately,withcompletionanticipatedbyJuly2017.TheProjectoffersgreaterfeasibilityand/or costeffectivenessbydeliveringa100-bedunithousingfacilitybytheJuly2017,wellinadvanceof therequirementsoftheexistingAffordableHousingAgreement.UnderthisAgreement,fulfillmentof theaffordablehousingobligationisnotanticipateduntil2021baseduponmarketdemandandthe building permit thresholds. Typicaldevelopmentofaffordablehousingisfinancedleveragingmultifamilyhousingrevenuebonds issuedbytheCity’sHousingAuthority,LowIncomeHousingTaxCredits,otherFederalorStateof Californiafinancingprograms,andfinancialassistancebytheCity,withownershipofthehousing maintainedbythedeveloper.GreaterfeasibilityandcosteffectivenessisachievedforthisProjectas theDeveloperissolelyresponsibleforfinancingthedevelopmentcosts,withownershipoftheProject bytheCityofChulaVista.Developerisforgoinganyfinancialbenefitofretainingownershipinareal estate asset. Credit for Alternative Housing Types Giventheuniquenessofalternativehousingtypes,theCityManager,mayconsiderandbalance,on acase-by-casebasis,thecreditreceivedfromanalternativehousingtypetowardstheAffordable HousingObligation.UponcompletionoftheProject,Developerwillreceive100LowIncomeHousing Unitscredit(the“OTCHousingCredit”)againstDeveloper’sexistingAffordableHousingObligation forOtayRanchVillage2andPA12.ThiscreditwillpartiallysatisfyDeveloper’sAffordableHousing obligations. The remaining estimated obligations are anticipated to be provided on-site. ThenumberofaffordablehousingcreditsDeveloperwillreceivefortheProjectwasanalyzedand validatedusingthe“CalculationofCreditforAlternativeHousingTypes”criteriasetforthintheCity’s GuidelinestotheBalancedCommunitiesPolicy.Factorsconsideredincludethefollowing:(a)the developmentcostoftheProject;(b)InLieuFeeandcosttobuildonsiteaffordablehousing;(c)the numberofbeds(100)producedandavailableyear-roundtoqualifiedaffordablehousingresident athletes;(d)thetransferoftheProjecttotheCity,resultinginDeveloperforegoingsubstantial developerfees,taxcredits,residualreceipts,refinanceandotherfinancialbenefitsifDeveloperhad developedand/orretainedanequivalentprojectwithinVillage2andPA12;(e)specialbenefits affordedCityanditsresidentsintheformofincreasedOlympicTrainingCentercapacityand revenue,bothasaresultoftheadditionalbedsandtheday-visitfacilities,enhancingthelong-term feasibilityofOTCoperations;and(f)Developer’sfulfillmentofasignificantportionofitsobligation substantially earlier than its current projected performance trigger date of July 2021. TheCity,asdiscussedabove,willexecuteaHousingDevelopmentAgreementandallassociated documentswithtermsreviewedbytheCityAttorney’sofficeandsatisfactorytotheCitythatoutlinesCity of Chula Vista Printed on 3/3/2016Page 4 of 6 powered by Legistar™2016-03-08 Agenda Packet Page 60 File#:16-0120, Item#: 3. documentswithtermsreviewedbytheCityAttorney’sofficeandsatisfactorytotheCitythatoutlines theDeveloper’sObligationstodelivertheProjectinordertoreceivecreditstooffsetexisting affordable housing obligations in Otay Ranch Village 2 and PA 12. DECISION-MAKER CONFLICT StaffhasreviewedthepropertyholdingsoftheCityCouncilandhasfoundnopropertyholdings within500feetoftheboundariesofthepropertythatissubjecttothisaction.Inaddition,staffhas conductedadecisionmakerconflictofinterestreviewconcerningCouncilmemberMiesenandhas determinedthatapotentialconflictofinterestmayexistbecauseitmaybereasonablyforeseeable thatafinancialeffectonabusinessentityinwhichCouncilmemberMiesenhasafinancialinterest may be material. Staffisnotindependentlyaware,andhasnotbeeninformedbyanyCityCouncilmember,ofany other fact that may constitute a basis for a decision maker conflict of interest in this matter. LINK TO STRATEGIC GOALS TheCity’sStrategicPlanhasfivemajorgoals:OperationalExcellence,EconomicVitality,Healthy Community,StrongandSecureNeighborhoodsandaConnectedCommunity.Thedevelopmentand provisionofqualityaffordablehousingopportunitiesforlowincomehouseholdsandthosewith specialneedsthroughouttheCitysupportstheEconomicVitalitygoalsasitpromotesthe developmentofqualityneighborhoodsthatprovideafullcomplementofusesandservicesina balancedfashion.Withonly16percentofthehousingwithintheareaseastofInterstate-805 availableasmultifamilyhousing,theprovisionofvariedhousingchoiceswillexpandtheavailabilityof housingopportunitiesforalleconomicsegmentsofthecommunity.With57percentofChulaVista householdsearninglessthantheU.S.DepartmentofHousingandUrbanDevelopment’sarea medianincome,thedevelopmentofaffordablehousingaddressestheCity’sConnectedCommunity goalsasitprovideshousingtomeetresidents’needsandpriorities.Theincreasedcapacityofthe OlympicTrainingCenterandtheenhancementofitslongtermfeasibilityforitsoperationssupport theEconomicVitalitygoalastheCitywillbeabletomaximizetheuseofthisvaluableassetasan economic driver. CURRENT YEAR FISCAL IMPACT Approving the terms of the agreement will have no fiscal impact in the current fiscal year. ONGOING FISCAL IMPACT TheProjectisexpectedtohaveanetpositivefiscalimpacttotheCitybasedonthefactthatitis beingtransferredtotheCityatnocostandbasedonprojectionsthattherevenuesitwillgenerateat theOTCwillfarexceedthecostsofmaintenance.ThePointLomaTrustisexpectedtoultimately bearthecostsofProjectmaintenance,andthebenefitsoftheProjectrevenue,underthetermsof the Operator Agreement to be brought back for City Council approval in the next few weeks. ATTACHMENT Attachment 1: Term Sheet, including site location and Project schematic Staff Contact: Kelly Broughton, Development Services Director City of Chula Vista Printed on 3/3/2016Page 5 of 6 powered by Legistar™2016-03-08 Agenda Packet Page 61 File#:16-0120, Item#: 3. City of Chula Vista Printed on 3/3/2016Page 6 of 6 powered by Legistar™2016-03-08 Agenda Packet Page 62 RESOLUTION NO. 2016-__________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVINGANAGREEMENTWITH BALDWINANDSONS,LLC(“DEVELOPER”)FORTHE DEVELOPMENTOFA100BEDATHLETEHOUSING PROJECTATTHEOLYMPICTRAININGCENTERIN SATISFACTIONOFAPORTIONOFDEVELOPER’S OBLIGATIONSUNDERTHECITY’SBALANCED COMMUNITIESPOLICY WHEREAS, in 1981 the City adopted the Balanced Communities (“Inclusionary”) Policy of the Housing Element of the General Plan; and WHEREAS, the City's Balanced Communities Policy (Inclusionary Policy) requires 10 percent of any new subdivision in excess of fifty (50) units to be made affordable for low and moderate-income families (5% low and 5% moderate)(the “Affordable Housing Obligation”); and WHEREAS, on September 25, 2012and December 15, 2015the City Council adopted Guidelines to Implementing the Balanced Communities Policy (the “Guidelines”) which provides for alternative methods to meeting the Affordable Housing Obligation; and WHEREAS, the “Balanced Communities Affordable Housing Agreement” [Otay Ranch Village 2] by and between the City of Chula Vista and Baldwin & Sons LLC,” (the “Developer”) recorded February 1, 2011 as Document No. 2012-0059874 of Official Records of the San Diego County Recorder (“Affordable Housing Agreement”), requires,as a condition to issuance of certain building permits to the land covered by the Otay Ranch, Village 2Sectional Planning Area (SPA) Plan, an Affordable Housing Regulatory Agreement be entered into between the City and Developer whereby Developer agrees to provide for a specified percentage of the residential units as low income housing and moderate income housing. Furthermore, Section 5 of the Affordable Housing Agreement and the Guidelines allowfor alternative methods of compliance for meeting the Affordable Housing Obligation; and, WHEREAS, Developer is proposing, in partial satisfaction of its Affordable Housing Obligations for Otay Ranch Village 2and Otay Ranch Freeway Commercial (“PA-12”),to develop and construct a 100 bed housing project for student/amateur athletes with fixtures, appliances, meeting rooms, storage lockers, and associated facilities, along with a stand-alone day-user shower, restroom and locker facility, attendant landscaping and parking (collectively, the “Project”) at a different site and to be located at the Olympic Training Center (OTC); and, WHEREAS, the City has reviewed the Developer’s request to build an off-site housing project at the Olympic Training Center and determined the Project is consistent with the terms of the City’s adopted Balance CommunitiesPolicy, its Guidelines,and the Developer’s Affordable Housing Agreement; and, 2016-03-08 Agenda Packet Page 63 Resolution No. 2016-__________ Page 2 WHEREAS, the Project will provide housing to meet the special needs of national level student/amateur athletes, who in pursuit of their athletic careers, are typically only employed part time and in need of more affordable housing; and, WHEREAS, with limited housing opportunities available at the OTC, athletes seek affordable housing within the community and often times in distant areas due to the lack of such choices within closer proximity; and, WHEREAS, the location of the Project at the OTC will provide athletes affordable and appropriate housing and immediate access to the OTC facility and its training amenities; and, WHEREAS, the OTC provides a valuableasset and an economic driver to the City and the Chula Vista community will benefit from the increased capacity of the OTC, as a result of the additional beds and the day-visit facilities, and enhancement of the long-term feasibility of the OTC; and, WHEREAS, the Project offers greater feasibility and/or cost effectiveness by delivering a 100-bed unit housing facility by the summer 2017, well in advance of the requirements of the existing Affordable Housing Agreement where fulfillment of the affordable housing obligation is not anticipated until 2021 based upon market demand and the building permit thresholds; and, WHEREAS, affordable housing is typically financed leveraging multifamily housing revenue bonds issued by the City’s Housing Authority, Low Income Housing Tax Credits, other Federal or State of California financing programs, and financial assistance by the City, with ownership of the housing maintained by the Developer; and, WHEREAS, greater feasibility and cost effectiveness is achieved for this Project as the Developer is solely responsible for financing the development costs, with ownership of the Project by the City of Chula Vista and Developer forgoing any financial benefit of retaining ownership in a real estate asset; and, WHEREAS, the City,therefore,finds that the Project advances and is consistent with the specific goals and objectives of the Housing Element, Inclusionary Policy, and Guidelines in providing for housing to meet the special needs of national level student/amateur athletes and provides a more effective and feasible means of satisfying therequirements for affordable housing within Otay Ranch Village 2 and PA 12 and greater public benefit; and, WHEREAS, in accordance with CaliforniaEnvironmentalQualityAct(CEQA), the Director of Development Services hasdeterminedthattheprojectwas adequately covered in previously adopted/certified Final Environmental Impact Report (EIR 89-11) for the Olympic Training Center Sectional PlanningArea (SPA) Plan and no further action by the City Council is necessary. NOW, THEREFORE BE IT RESOLVED by City Council of the City of Chula Vista that this Council does hereby approvethe development and construction of a 100 bed housing project for student/amateur athletes with fixtures, appliances, meeting rooms, storage lockers, and 2016-03-08 Agenda Packet Page 64 Resolution No. 2016-__________ Page 3 associated facilities, along with a stand-alone day-user shower, restroom and locker facility(at a to be determined site on the OTC), and attendant landscaping(collectively, the “Project”) to be located at the Olympic Training Center (OTC) in partial satisfaction of Baldwin and Sons, LLC’s Affordable Housing Obligations for Otay Ranch Village 2 and PA 12. BE IT FURTHER RESOLVED, that the City Council ofthe City of Chula Vista finds, based upon the recitals in this Resolution and the evidence presented at the meeting of the City Council by staff and the public, that the public benefit, feasibility and cost effectivenessof providing the Project at the Olympic Training Center outweighs, when balanced against, the need for providing all of the required affordable housing for low income persons or households within Otay Ranch Village 2 and PA 12. BE IT FURTHER RESOLVED, by the City Council of the City ofChula Vista, that it directs and authorizes the City Manager, or their designee, to prepare all necessary documents and any actions, as may be required for the development and construction of the Project and authorizing the City Manager, or their designee,to execute a Housing Development Agreement and all other associated documents, consistent with the terms reviewed by the City Attorney’s office and satisfactory to the City that outlines the Developer’s Obligations to deliver the Project in order to receive credits to offset existing Affordable Housing Obligations in Otay Ranch Village 2 and PA 12 and at a minimum and in substantial form subject to the terms and conditionsset forth in the attendant Term Sheet, which is on file with the City Clerk’s Office as Exhibit 1 to this Resolution, with such minor modifications,as may be recommended or approved by City Manager and the City Attorney’s Office. Presented by:Approved as to form by: ____________________________________________________________ Kelly Broughton Glen R. Googins Development Services Director City Attorney 2016-03-08 Agenda Packet Page 65 1 Affordable Housing Agreement Term Sheet [Otay Ranch Village 2] For Negotiation Purposes Only March 3, 2016 The following terms are proposed: 1. Parties 1.1 Baldwin & Sons LLC (“Developer”) 1.2 City of Chula Vista, a chartered municipal corporation (“City”) 2. Definitions 2.1 Property. That certain property located at the Chula Vista Olympic Training Center (“OTC”) as shown on the attached Exhibit A. 2.2 Project. 100 bed athlete housing project with fixtures, appliances, meeting rooms, storage lockers, and associated facilities, along with a stand-alone day-user shower, restroom and locker facility (at a to be determined location at the OTC), and attendant landscaping (collectively, the “Project”), as generally shown in attached Exhibit B. 2.3 Developer’s Existing Affordable Housing Obligation. Based on the maximum “build-out,” Developer’s current inclusionary housing obligations are estimated to be as follows: (1) Village 2 consists of 165 Low Income units and 172 Moderate Income units and (2) PA 12 consists of 30 Low Income Units and 30 Moderate Income Units, totaling 195 Low Income and 202 Moderate Income Units. 3. City Provision to Developer of Affordable Housing Credits. 3.1 Affordable Housing Credits. Upon completion of the Project as provided in Section 4, below, Developer shall receive credit against Developer’s Existing Affordable Housing Obligations, described in Section 2.3, as follows: 100 Low Income Housing Units (the “OTC Housing Credit”). 3.2 Developer’s Residual Affordable Housing Obligation. After offsetting the OTC Housing Credit against Developer’s Existing Affordable Housing Obligation, Developer shall still be obligated to provide or pay in-lieu fees for 95 Low Income Housing Units and 202 Moderate Income Housing Units (the “Residual Affordable Housing Obligation”). Developer shall be obligated to satisfy its Residual Affordable Housing Obligation in accordance with the triggers and otherwise consistent with the terms of the previously executed inclusionary housing agreement for Village 2. Such 2016-03-08 Agenda Packet Page 66 2 obligation shall be secured by a recorded covenant with respect to Village 2, on a parcel (to be identified) reasonably approved by City and adequate to support the development of housing units equivalent to the Residual Affordable Housing Obligation. 3.3 Additional Requirement. The City’s approval of the Project and credit towards the Developer’s Affordable Housing Obligation is based upon the assumptions and information presented by the Developer and filed with the Affordable Housing Review Application for the Project as submitted and reviewed by the City’s Development Services Housing Division. It is expected that any substantive revisions in such assumptions and information which would lead to a material change in the Project (for example, material changes in amenities, unit count, or development costs), may therefore proportionally reduce or increase the level of credit towards Developer’s existing Affordable Housing Obligations. 4. Developer’s Provision to City of OTC Affordable Housing Project. 4.1 Developer shall obtain all required City permits, construct and deliver the Project to City fully ready for occupancy and use by OTC athletes by on or before July 1, 2017. City agrees to work with developer to expedite the Project permitting process in order to achieve this Project delivery date. Developer shall secure all financing necessary for the development and construction of the Project, including payment of any applicable City building fees and a proportionate amount of the development component of the City’s PAD fee. The completion of the Project shall also be secured by Developer to the satisfaction of the City. 4.2 Developer shall diligently pursue and exercise its best efforts to complete the Project by July 1, 2017. Developer shall agree to terms that secure and ensure timely completion of the Project, including, in substantial form, the following: “In order to ensure that the Developer can timely complete the Project, Developer shall submit its design building plans for review by the City in order to allow for issuance of the Project building permits by July 1, 2016. Provided the timely submission of the aforementioned design documents by Developer and timely issuance of building permits by the City as stated herein, the following shall apply: If the Project is not delivered on or before July 1, 2017, Developer’s credits will be reduced five (5) credits each month (including partial months) and until full Project delivery occurs, but the total credit loss shall not exceed twenty (25) credits. Once the loss of 25 credits has occurred, then Developer shall provide 100 off-site and ready for occupancy beds within a file mile radius of the OTC (“Off-Site Beds”) for OTC resident athlete use until the Project is delivered to the City. Developer may also, in lieu of a loss of credits, opt to provide the Off-Site Beds for the period after July 1, 2017 until the Project is delivered to the City. 4.3 Developer will construct the Project using high quality designs and materials approved in advance by City. The Project will be owned and operated by City. Upon 2016-03-08 Agenda Packet Page 67 3 transfer to the City, Developer shall have no further responsibility for the operation or the maintenance thereof, provided however, Developer shall provide warranties consistent with City requirements or practices for City facilities, including “Bumper to Bumper” and patent/latent construction defect warranties. The completed project shall be free of any encumbrances, liens or any outstanding costs or debts arising from or related to the Project. 4.4 The City and Developer will work together and use their reasonable and good faith efforts to ensure timely completion of the Project. The City and Developer shall also meet and confer to establish protocols to ensure that impacts of construction of the Project to OTC operations, including OTC resident’s training, are minimized as much as reasonably possible. 4.5 In the event the City and OTC agreement is terminated, the Project may be terminated by the City. In this case, the City and Developer shall meet to reach mutual agreement to provide Developer a pro-rated inclusionary housing credit for work they have completed on the Project and, if appropriate, provide additional time for developer to implement its residual affordable housing obligations. Developer shall also undertake steps to ensure the Project is secured and rendered safe should it not be completed. 2016-03-08 Agenda Packet Page 68 Exhibit EXHIBIT A Property Description Location 2016-03-08 Agenda Packet Page 69 Approximate Project Site 2016-03-08 Agenda Packet Page 70 Exhibit EXHIBIT B Project Description Floor Plans for Housing Concept Elevations 2016-03-08 Agenda Packet Page 71 PROJECT DATASPACEUNIT A (4BEDS)UNIT B (2 BEDS)UNIT C (4 BEDS)TOTAL 7606601,020 AREA 54514 LE V E L 1 56516 LE V E L 2 10101030 TO T A L K E Y S 402040 10 0 TO T A L B E D S MULTI PURPOSEMEETING ROOMLAUNDRY ROOMTOTAL 1,230660960 111 000 SUB TOTALCIRCULATIONTOTAL AREA 7, 6 0 0 6, 6 0 0 10 , 2 0 0 24 , 4 0 0 TO T A L S F 1, 2 3 0 66 0 96 0 2, 8 5 0 27 , 2 5 0 3, 6 2 0 30 , 8 7 0 S F PRIVATESPACESPUBLICSPACES SH E E T : SH E E T T I T L E : PR O J E C T N A M E : AT H L E T E H O U S I N G PR O J E C T A D D R E S S : CH U L A V I S T A , C A NO . 67 5 DE S C R I P T I O N 8 DA T E : 1- 1 3 - 2 0 1 6 NO . 23 1 DE S C R I P T I O N RE V I S I O N S 4 - 00 PR O J E C T D A T A 2016-03-08 Agenda Packet Pa g e 72 MU L T I P U R P O S E LA U N D R Y ME E T I N G CO U R T Y A R D UNIT BUNIT B UN I T B UN I T B UN I T A UN I T A UN I T A UNIT A UN I T A UN I T C UN I T C UN I T C UN I T C UNIT C ST O / U T L ST O / U T L LEVEL 1SC 1/16"=1'-0" 01 LE V E L 1 SH E E T : SH E E T T I T L E : PR O J E C T N A M E : AT H L E T E H O U S I N G PR O J E C T A D D R E S S : CH U L A V I S T A , C A NO . 67 5 DE S C R I P T I O N 8 DA T E : 1- 1 3 - 2 0 1 6 NO . 23 1 DE S C R I P T I O N RE V I S I O N S 4 -2016-03-08 Agenda Packet Pa g e 73 GA R D E N TE R R A C E CO U R T Y A R D BE L O W UNIT BUNIT B UN I T B UN I T B UN I T A UN I T A UN I T A UNIT A UN I T A UN I T C UN I T C UNIT C UN I T B UN I T B UT L ST O / U T L ST O / U T L UN I T C UN I T C LEVEL 2SC 1/16"=1'-0" LE V E L 2 02 SH E E T : SH E E T T I T L E : PR O J E C T N A M E : AT H L E T E H O U S I N G PR O J E C T A D D R E S S : CH U L A V I S T A , C A NO . 67 5 DE S C R I P T I O N 8 DA T E : 1- 1 3 - 2 0 1 6 NO . 23 1 DE S C R I P T I O N RE V I S I O N S 4 -2016-03-08 Agenda Packet Pa g e 74 38 ' - 4 " 6' - 2 " 44 ' - 6 " 23'-6"2'-0" 25'-6" 22'-0" 30 ' - 0 " 22'-0"35'-6"SC 1/4"=1'-0" 04 UN I T T Y P E S UNIT A760 SF UN I T B 66 0 S F UN I T C 1, 0 2 0 S F SH E E T : SH E E T T I T L E : PR O J E C T N A M E : AT H L E T E H O U S I N G PR O J E C T A D D R E S S : CH U L A V I S T A , C A NO . 67 5 DE S C R I P T I O N 8 DA T E : 1- 1 3 - 2 0 1 6 NO . 23 1 DE S C R I P T I O N RE V I S I O N S 4 -2016-03-08 Agenda Packet Pa g e 75 05 3D V I E W S SH E E T : SH E E T T I T L E : PR O J E C T N A M E : AT H L E T E H O U S I N G PR O J E C T A D D R E S S : CH U L A V I S T A , C A NO . 67 5 DE S C R I P T I O N 8 DA T E : 1- 1 3 - 2 0 1 6 NO . 23 1 DE S C R I P T I O N RE V I S I O N S 4 -1 1 KE Y P L A N 2016-03-08 Agenda Packet Pa g e 76 06 3D V I E W S SH E E T : SH E E T T I T L E : PR O J E C T N A M E : AT H L E T E H O U S I N G PR O J E C T A D D R E S S : CH U L A V I S T A , C A NO . 67 5 DE S C R I P T I O N 8 DA T E : 1- 1 3 - 2 0 1 6 NO . 23 1 DE S C R I P T I O N RE V I S I O N S 4 - 1 KE Y P L A N 12016-03-08 Agenda Packet Pa g e 77 07 3D V I E W S SH E E T : SH E E T T I T L E : PR O J E C T N A M E : AT H L E T E H O U S I N G PR O J E C T A D D R E S S : CH U L A V I S T A , C A NO . 67 5 DE S C R I P T I O N 8 DA T E : 1- 1 3 - 2 0 1 6 NO . 23 1 DE S C R I P T I O N RE V I S I O N S 4 - 1 KE Y P L A N 12016-03-08 Agenda Packet Pa g e 78 SH E E T : SH E E T T I T L E : PR O J E C T N A M E : AT H L E T E H O U S I N G PR O J E C T A D D R E S S : CH U L A V I S T A , C A NO . 67 5 DE S C R I P T I O N 8 DA T E : 1- 1 3 - 2 0 1 6 NO . 23 1 DE S C R I P T I O N RE V I S I O N S 4 - 08 3D V I E W S 1 KE Y P L A N 12016-03-08 Agenda Packet Pa g e 79 City of Chula Vista Staff Report File#:16-0017, Item#: 4. CONSIDERATIONOFCHULAVISTA’SPORTIONOFTHE2016REGIONALTRANSPORTATION IMPROVEMENT PROGRAM RESOLUTIONOFTHECITYCOUNCILOFTHECITYOFCHULAVISTAADOPTINGTHE TRANSNETLOCALSTREETIMPROVEMENTPROGRAMOFPROJECTSFORFISCALYEARS 2016/2017THROUGH2020/2021FORINCLUSIONINTHEREGIONALTRANSPORTATION IMPROVEMENTPROGRAM;ANDPROVIDINGTHECERTIFICATIONANDINDEMNITY STATEMENTS NECESSARY TO OBTAIN TRANSNET FUNDS RECOMMENDED ACTION Council conduct the public hearing and adopt the resolution. SUMMARY StateandFederalregulationsrequiretheSanDiegoAssociationofGovernments(SANDAG)to developandadoptaRegionalTransportationImprovementProgram(RTIP)everytwoyearsinorder tocontinuereceivingFederalandStatefunding.AlltheprojectsthattheCityofChulaVista proposestofundwithTransNetfundsmustbeincludedintheRTIP,aswellasprojectsthatare fundedwithFederalorStatetransportationfunds.Fundingrecommendationsmustbesubmitted electronicallytoSANDAGbytheMarch18,2016,deadline.Signedresolutionsmustbesubmittedto SANDAG by June 24, 2016. ENVIRONMENTAL REVIEW Environmental Notice Theactivityisnota“Project”asdefinedunderSection15378oftheCaliforniaEnvironmentalQuality ActStateGuidelines;therefore,pursuanttoStateGuidelinesSection15060(c)(3)noenvironmental review is required. Environmental Determination TheDirectorofDevelopmentServiceshasreviewedtheproposedactivityforcompliancewiththe CaliforniaEnvironmentalQualityAct(CEQA)andhasdeterminedthattheactivityisnota“Project”as definedunderSection15378oftheStateCEQAGuidelinesbecausetheactivityconsistsof governmentalRegionalTransportationImprovementProgram/TransNetfundsactivity,whichdoes notinvolveanycommitmenttoanyspecificprojectthatmayresultinapotentiallysignificantphysical impactontheenvironment.Therefore,pursuanttoSection15060(c)(3)oftheStateCEQA Guidelines,theactivityisnotsubjecttoCEQA.Thus,noenvironmentalreviewisrequired.Although environmentalreviewisnotrequiredatthistime,oncethescopeofpotentialindividualprojectshas beendefined,environmentalreviewwillberequiredforeachprojectandtheappropriate environmental determination will be made. City of Chula Vista Printed on 3/3/2016Page 1 of 4 powered by Legistar™2016-03-08 Agenda Packet Page 80 File#:16-0017, Item#: 4. BOARD/COMMISSION RECOMMENDATION Not applicable DISCUSSION ThevotersofSanDiegoCountyapprovedtheTransNetProgramasPropositionAinNovember 1987.Thispropositionenactedahalf-centincreaseinthecountywidesalestaxthrough2008tofund specifiedtransportationprogramsandprojects.Onethirdoftherevenuesgeneratedbythetaxwere allocated by SANDAG to the local agencies for local streets and roads purposes. InNovember2004,67percentofCountyvoterssupportedPropositionA,whichextendsTransNet from2008to2048.TheTransNetExtensionOrdinancestatesthatatleast70percentofthe TransNetfundsallocatedtolocalagenciesforlocalroadprojectsshouldbeusedtofundCongestion Relief(CR)projects.CRprojectsincludetheconstructionofneworexpandedfacilities,major rehabilitationandreconstructionofroadways,trafficsignalization,transportationinfrastructureto supportsmartgrowth,capitalimprovementsfortransitfacilities,andoperatingsupportforlocal shuttleandcirculatortransitroutes.Additionally,nomorethan30percentofTransNetfunds allocated to local agencies for local road projects can be used for local street and road maintenance. OnFebruary2,2016,SANDAGprovidedthememberagencieswiththemostrecentversionofthe financialprojectionforFiscalYears2016-17through2020-21(Attachment1).Thisprojectionhas beenusedtoplantheCity’sTransNetallocationprogramforthenextfiveyears.Thefundsavailable for Fiscal Year 2015-16 were reduced from initial revenue projections of $5,886,000 to $5,719,000. Administrative Transfers ThisactionisintendedtoreallocateleftoverfundsallocatedtoCapitalImprovementProgram(CIP) projectsthathavebeencompleted.ThesefundswillbereallocatedtoCIPprojectsthatneed additionalfunding,primarilyunderCHV48(MajorPavementRehabilitation)orCHV06(Minor PavementRehabilitation).ThetransfersaremadebetweentwoCongestionReliefprojectsortwo Maintenanceprojectsinordertomaintainthe70/30splitmentionedabove.Thesetransfersare strictlyadministrativetoaddressSANDAG’sprojectaccounting.Thesefundshavealreadybeen budgeted in the current Capital Improvement Program so no appropriation is required. Attachment 2 provides details of these transfers. Congestion Relief (CR) Projects Thefollowingarethemajorprojectsproposedforinclusioninthe2016RTIP(Attachment3).Appropriationofthese fundsisnotrequestedatthistime-appropriationofthesefundswillbepartoftheapprovalprocessfortheFiscalYear 2016-17CapitalImprovementProgram(CIP).ThisCIPProgramwillalsoaddressa$167,000reductioninprojected Fiscal Year 2015-16 revenues as indicated in SANDAG’s updated Fiscal Year 2016-17 TransNet Revenue Forecast. ThefollowingarethemajorprojectsthatwillbeincludedunderCongestionReliefforFiscalYear2016-17.Amounts shownforfuturefiscalyearsareestimatedandwillberevisedinthefutureasrevenuesandspecificlocationsare identified. CHV-39: Traffic Signal System Optimization (TF350)(TF400) ThisisanongoingannualprojecttoupgradetheCity’stechnologyforcoordinatingtrafficsignalsanddetectingbicycles andvehicles.Thiswillimprovetrafficcirculationandreduceintersectiondelaysandtrafficcongestionthroughoutthe City. An additional $234,350 in TransNet will be included as part of the Fiscal Year 2016-17 CIP Program. CHV48: Pavement Major Rehabilitation ThisistheCity’sannualprogramformajorpavementrehabilitation.Staffwillbeusingvariousrehabilitationtechniques appropriateforpavementsinfairtoverypoorcondition.Atotalof$3,145,416inTransNetwillbeincludedaspartofthe Fiscal Year 2016-17 CIP Program. ThecurrentcandidatelistforCHV48isprovidedasAttachment4.Anybicycleandpedestrianaccommodationsneeded City of Chula Vista Printed on 3/3/2016Page 2 of 4 powered by Legistar™2016-03-08 Agenda Packet Page 81 File#:16-0017, Item#: 4. ThecurrentcandidatelistforCHV48isprovidedasAttachment4.Anybicycleandpedestrianaccommodationsneeded fortheselocationsarenotedonthespreadsheet.TheAdditionalListalsobreaksdownthestreetlistintolocationsthat areexemptfromtherequirements,eitherbecausetheyarenotshownasabikewayontheCity’sBikewayMasterPlanor becausetheydonothavecurbandgutter.Requestsforexclusionswillbesubmittedatalaterdate,ifnecessary,after the specific project street listing has been determined. CHV60: Traffic Signal Upgrade (STL418) Thisisanongoingprojectfortrafficsignalmodificationsandupgradesatspecificlocations.Thecurrentlocationisatthe intersectionofBonitaRoadandAllenSchoolLane.Pedestrianrampconstructionisalsorequiredinordertomeet AmericanswithDisabilitiesAct(ADA)standards.Anadditional$17,445inTransNetwillbeincludedaspartoftheFiscal Year 2016-17 CIP Program. CHV70: Bike Lanes on Broadway (STM384) StaffpresentedtheBikeLanesonBroadwaystudytoCouncil,whichwasadoptedonFebruary16,2016.Itis recommendedthatthisprojectbeinstalledinthreephases.Thefirstphase,tobecompletedinFiscalYear2016-17,will includemodificationofstripingonBroadwaybetweenCStreetandGStreet,whichwillinvolvethereductionoftravel lanesfromfourtotwolanesandtheinstallationofbufferedbikelanes.Theinitialfundingrequestof$250,000in TransNet will be included as part of the Fiscal Year 2016-17 CIP Program. CHV-NEW: Palomar St./Orange Ave. Sidewalk and Signal Improvements (STL420) ThisprojectincludesthemissingpedestrianimprovementsonPalomarStreetandOrangeAvenuebetweenthe intersectionofthesetwostreetsandFifthAvenue.Theworkincludesconstructionofmissingsidewalks,ADA-compliant pedestrianramps,andcrosswalks.TheupgradeofthetrafficsignalatPalomarStreetandOrangeAvenue,formerly under TF374, will be included in this project so the entire area can be rehabilitated as one project. Staffhasappliedfor$400,000inCommunityDevelopmentBlockGrant(CDBG)funds.Anadditional$415,000in TransNet funding will be included as part of the Fiscal Year 2016-17 CIP Program. Maintenance Projects CHV22: Advance Planning Studies (OP219) A total of $50,790 in additional TransNet funding will be included as part of the Fiscal Year 2016-17 Program. CHV33: School Zone Traffic Calming (TF345) (STM-380) Additional funding of $233,000 will be included for the following projects: ·TF345: Traffic Calming Program ($100,000) ·TF384: Hazel G. Cook Elementary School Pedestrian Improvements ($133,000) CHV35: Traffic Signing, Studies & Signal Upgrade (TF332)(TF366)(TF393)(TF366) Thisisanongoingprogramthatprovidesfundingforavarietyoftraffic-relatedstudies,signingandstriping,andother maintenanceimprovements.Additionalfundingof$468,971inTransNetwillbeincludedforthefollowingprojectsaspart of the Fiscal Year 2016-17 CIP Program: ·TF332: Signing and Striping program ($50,000) ·TF366: Traffic Signal & Streetlight Systems Upgrade & Modification ($250,000) ·TF393: Internally Illuminated SNS Conversion ($60,049) ·TF399: Signing/Striping Program for Schools ($108,922) CHV45: Traffic Monitoring Program Additionalfundingof$56,104inTransNetwillbeincludedforthefollowingprojectsintheFiscalYear2016-17CIP Program: ·STM369: Bikeway Facilities Gap Project ($10,000) ·TF321: Citywide Traffic Count Program ($46,104) CHV50: Emergency Storm Drain and Bridge Culvert Repair Program Thisprojectincludestherepair/replacementofstormdrainsthatcarrystreetdrainageandneedtoberepairedinorderto maintainsafedrivingconditions.Additionally,thisyearmoneyisbeingrequestedfortheinspectionandevaluationof City of Chula Vista Printed on 3/3/2016Page 3 of 4 powered by Legistar™2016-03-08 Agenda Packet Page 82 File#:16-0017, Item#: 4. maintainsafedrivingconditions.Additionally,thisyearmoneyisbeingrequestedfortheinspectionandevaluationof thesestormdrains.Anadditional$610,000inTransNetwillbeincludedforthisprojectintheFiscalYear2016-17CIP Program. CHV75: ADA Curb Ramps Program (STL415) Atotalof$300,000willbeincludedtofundthisprojectaspartoftheFiscalYear2016-17CIPProgram,whichwillinclude theconstructionofnew,ADA-complaintpedestrianrampsinareaswherewehavenone.TheCitywillconstructthe ramps in order of the priorities previously adopted by Council. DECISION-MAKER CONFLICT ForCHV48,CHV50andCHV75:StaffhasreviewedthepropertyholdingsoftheCityCouncilmembersandhasfound thatCouncilmembersMcCannandBensoussanandMayorSalashavepropertyholdingswithin500feetofthe boundariesofthepropertieswhicharethesubjectofthisaction.However,thedecisionsolelyconcernsrepairs, replacementormaintenanceofexistingstreets,water,sewer,stormdrainageorsimilarfacilities.Consequently,pursuant toCaliforniaCodeofRegulationsTitle2,sections18700and18702.2(c(1)),thisitemdoesnotpresentarealproperty- related conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100, et seq.). Staffisnotindependentlyaware,andhasnotbeeninformedbyanyCityCouncilmember,ofanyotherfactthatmay constitute a basis for a decision maker conflict of interest in this matter. ForCHV33,CHV60andCHV70:StaffhasreviewedthepropertyholdingsoftheCityCouncilonthesitespecific portionsofthisactionandhasfoundnopropertyholdingswithin500feetoftheboundariesofthepropertieswhichare thesubjectofthisaction.Staffisnotindependentlyaware,norhasstaffbeeninformedbyanyCityCouncilmember,of any other fact that may constitute a basis for a decision maker conflict of interest in this matter. For other projects: Staff has reviewed the decision contemplated by this action and has determined that it is not site- specific and consequently, the 500-foot rule found in California Code of Regulations Title 2, section 18702.2(a)(11), is not applicable to this decision for purposes of determining a disqualifying real property-related financial conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100, et seq.). Staffisnotindependentlyaware,andhasnotbeeninformedbyanyCouncilmember,ofanyotherfactthatmay constitute a basis for a decision maker conflict of interest in this matter. LINK TO STRATEGIC GOALS TheCity’sStrategicPlanhasfivemajorgoals:OperationalExcellence,EconomicVitality,HealthyCommunity,Strong andSecureNeighborhoodsandaConnectedCommunity.TheTransNetLocalStreetImprovementProgramsupports theStrongandSecureNeighborhoodstrategyintheCity’sStrategicPlan.Itprovidesfundingforthemaintenanceand rehabilitationofpublicinfrastructure,whichisakeyCityfunctioninprovidingasafeandefficienttransportationsystemfor residents, businesses and visitors. CURRENT YEAR FISCAL IMPACT ApprovalofthisresolutionwillresultinnonetfiscalimpacttotheTransportationSalesTaxFund.Changesthatresultin afundallocationforFiscalYear2016-17willbeapprovedaspartoftheFiscalYear2016-17CapitalImprovement Program. ONGOING FISCAL IMPACT Upon completion of the CIP projects, the improvements will require only routine maintenance. ATTACHMENTS 1.Draft TransNet Revenue Forecast 2.Administrative Transfers 3.Five Year TransNet Allocation 4.CHV48: Major Pavement Rehabilitation List Staff Contact: Elizabeth Chopp, Senior Civil Engineer City of Chula Vista Printed on 3/3/2016Page 4 of 4 powered by Legistar™2016-03-08 Agenda Packet Page 83 As of 2/1/16 Ju r i s d i c t i o n Ja n . 2 0 1 5 Po p u l a t i o n 3 M a i n t a i n e d Mi l e s 3 Re v i s e d F Y 20 1 6 * FY 2 0 1 7 F Y 2 0 1 8 F Y 2 0 1 9 F Y 2 0 2 0 F Y 2 0 2 1 Ca r l s b a d 1 1 0 , 6 5 3 2 7 5 . 0 $ 2 , 7 6 6 $ 2 , 8 5 4 $ 2 , 9 7 1 $ 3 , 0 9 4 $ 3 , 2 2 3 $ 3 , 3 5 7 Ch u l a V i s t a 2 5 7 , 9 8 9 4 5 0 . 3 $ 5 , 7 1 9 $ 5 , 9 1 4 $ 6 , 1 6 0 $ 6 , 4 1 6 $ 6 , 6 8 5 $ 6 , 9 6 6 Co r o n a d o 2 3 , 4 9 7 4 2 . 5 $ 5 7 6 $ 5 8 9 $ 6 1 2 $ 6 3 6 $ 6 6 0 $ 6 8 6 De l M a r 4 4, 2 3 8 22 . 4 $0 $1 $6 $1 4 $20$29 El C a j o n 10 1 , 4 4 4 1 9 1 . 5 $ 2 , 3 5 3 $ 2 , 4 0 7 $ 2 , 5 0 6 $ 2 , 6 0 8 $ 2 , 7 1 7 $ 2 , 8 3 0 En c i n i t a s 61 , 5 1 8 1 6 2 . 4 $ 1 , 5 9 8 $ 1 , 6 4 3 $ 1 , 7 0 9 $ 1 , 7 7 9 $ 1 , 8 5 2 $ 1 , 9 2 8 Es c o n d i d o 14 7 , 2 9 4 2 9 7 . 2 $ 3 , 4 6 0 $ 3 , 5 4 0 $ 3 , 6 8 6 $ 3 , 8 3 8 $ 3 , 9 9 8 $ 4 , 1 6 6 Im p e r i a l B e a c h 26 , 7 6 1 56 . 7 $ 6 7 9 $6 9 4 $ 7 2 0 $ 7 4 9 $ 7 7 8 $ 8 0 9 La M e s a 4 58 , 8 1 3 1 5 1 . 8 $ 1 , 0 0 2 $ 1 , 1 0 8 $ 1 , 6 2 4 $ 1 , 6 9 0 $ 1 , 7 5 9 $ 1 , 8 3 1 Le m o n G r o v e 26 , 1 9 9 65 . 2 $ 6 9 2 $7 1 4 $ 7 4 2 $ 7 7 1 $ 8 0 2 $ 8 3 3 Na t i o n a l C i t y 4 59 , 8 2 7 1 0 0 . 7 $ 9 7 8 $ 1 , 0 1 6 $ 1 , 0 7 1 $ 1 , 1 2 8 $ 1 , 2 8 6 $ 1 , 6 3 8 Oc e a n s i d e 17 1 , 6 8 2 4 7 5 . 6 $ 4 , 4 5 4 $ 4 , 5 7 4 $ 4 , 7 6 3 $ 4 , 9 6 0 $ 5 , 1 6 8 $ 5 , 3 8 5 Po w a y 49 , 0 4 1 1 8 0 . 6 $ 1 , 4 6 4 $ 1 , 5 0 0 $ 1 , 5 6 1 $ 1 , 6 2 4 $ 1 , 6 9 1 $ 1 , 7 6 0 Sa n D i e g o 1, 3 6 8 , 0 6 1 2 , 7 1 3 . 4 $ 3 1 , 0 9 1 $ 3 2 , 2 9 7 $ 3 3 , 6 4 5 $ 3 5 , 0 5 3 $ 3 6 , 5 3 3 $ 3 8 , 0 8 2 Sa n M a r c o s 4 90 , 8 2 7 1 7 2 . 9 $ 1 , 1 2 4 $ 1 , 2 2 0 $ 1 , 3 0 9 $ 1 , 4 0 1 $ 1 , 4 9 8 $ 1 , 6 0 0 Sa n t e e 4 55 , 8 0 5 1 3 4 . 9 $ 4 5 0 $4 8 5 $ 5 4 5 $ 6 0 7 $ 6 7 1 $ 7 3 9 So l a n a B e a c h 4 13 , 1 0 4 47 . 9 $ 1 0 2 $1 1 1 $ 1 2 7 $ 1 4 4 $ 1 6 2 $ 1 8 1 Vi s t a 96 , 4 1 3 1 7 5 . 5 $ 2 , 2 1 3 $ 2 , 2 6 7 $ 2 , 3 6 0 $ 2 , 4 5 7 $ 2 , 5 5 8 $ 2 , 6 6 5 Co u n t y 4 50 4 , 3 3 0 1 , 8 5 9 . 6 $ 1 3 , 2 1 2 $ 1 3 , 6 9 6 $ 1 4 , 3 2 0 $ 1 4 , 9 7 2 $ 1 5 , 6 5 4 $ 1 6 , 3 6 5 Su b t o t a l S t r e e t & R o a d 3 , 2 2 7 , 4 9 6 7 , 5 7 6 . 2 $ 7 3 , 9 3 3 $ 7 6 , 6 3 2 $ 8 0 , 4 3 8 $ 8 3 , 9 3 9 $ 8 7 , 7 1 3 $ 9 1 , 8 5 2 Lo c a l E M P 5 $4 , 8 5 8 $ 5 , 0 2 1 $ 5 , 2 2 9 $ 5 , 4 4 5 $ 5 , 6 7 3 $ 5 , 9 1 1 Lo c a l S m a r t G r o w t h 5 $5 , 6 6 8 $ 5 , 8 5 8 $ 6 , 1 0 0 $ 6 , 3 5 3 $ 6 , 6 1 8 $ 6 , 8 9 6 *S a m e f o r m u l a d i s t r i b u t i o n a s l i s t e d b e l o w b u t u s i n g J a n . 2 0 1 4 p o p u l a t i o n ** R e v e n u e e s t i m a t e s f o r p l a n n i n g p u r p o s e s o n l y . P a y m e n t s w i l l b e b a s e d o n a c t u a l s a l e s t a x m o n t h l y r e c e i p t s f r o m t h e S t a t e B o a rd o f E q u a l i z a t i o n . 4. R e v e n u e s a r e n e t o f e s t i m a t e d c o m m e r c i a l p a p e r a n d / o r b o n d d e b t s e r v i c e p a y m e n t s 5. E M P t o b e d i s t r i b u t e d o n a p r o j e c t b y p r o j e c t b a s i s ; S m a rt G r o w t h t o b e a l l o c a t e d b a s e d o n C a l l f o r P r o j e c t s p r o c e s s . Tr a n s N e t R e v e n u e F o r e c a s t - L o c a l S t r e e t I m p r o v e m e n t P r o g r a m 1 Re v i s e d F Y 2 0 1 6 P r o j e c t i o n ; E s t i m a t e s f o r F Y 2 0 1 7 t o F Y 2 0 2 1 2 (i n $ 0 0 0 s ) 1. P r o j e c t i o n o f r e v e n u e s a r e b a s e d o n e s t i m a t e o f g r o w t h r a t e on t a x a b l e s a l e s a s f o r e c a s t e d b y S A N D A G a n d e x c l u d e s i n t e r e s t a n d p r i o r y e a r e x c e s s f u n d s . 2. D i s t r i b u t i o n o f r e v e n u e e s t i m a t e s a r e b a s e d o n t h e 2 0 0 4 P r o p o s i t i o n A E x t e n s i o n : S a n D i e g o T r a n s p o r t a t i o n I m p r o v e m e n t P r o g r a m a n d E x p e n d i t u r e P l a n a n d a p p o r t i o n e d a s fo l l o w s : ( a ) $ 5 0 , 0 0 0 a n n u a l b a s e p e r a g e n c y ; ( b ) b a l a n c e d i s t r i b u t e d o n a f o r m u l a o f 2 / 3 p o p u l a t i o n a n d 1 / 3 m a i n t a i n e d m i l e s . 3. P o p u l a t i o n n u m b e r s a r e b a s e d o n s t a t e D e p a r t m e n t o f F i n a n c e ( D O F ) e s t i m a t e s a s o f J a n u a r y 2 0 1 5 ; M a i n t a i n e d m i l e s f i g u r e s a r e b a s e d o n C a l t r a n s 2 0 1 3 C a l i f o r n i a P u b l i c Ro a d D a t a ( N o v e m b e r 2 0 1 4 ) 20 1 6 - 0 3 - 0 8 Ag e n d a Pa c k e t Page 84 Administrative Transfers with ProjectTrak ATTACHMENT 2 Congestion Relief From MPOID To MPOID Amount CHV30 CHV48 14,486.00$ CHV40 CHV48 4,600.00$ CHV43 CHV48 26,118.00$ CHV44 CHV48 55,836.00$ CHV44 CHV70 26,258.00$ CHV54 CHV48 411,943.00$ CHV58 CHV48 6,820.00$ CHV59 CHV48 41,869.00$ CHV67 CHV48 100,000.00$ CHV58 CHV48 283,466.00$ TOTAL 971,396.00$ Maintenance From MPOID To MPOID Amount CHV34 CHV33 31,655.00$ CHV34 CHV06 17,925.00$ CHV35 CHV06 34,988.00$ CHV53 CHV06 66,751.00$ CHV65 CHV06 48,259.00$ TOTAL 199,578.00$ 2016-03-08 Agenda Packet Page 85 ATTACHMENT 3 TRANSNET ALLOCATION - FY 2016 THROUGH FY 2019 PROJECT MPO IDFY 16/17FY 17/18FY 18/19FY 19/20FY 20/21 Estimated Annual Allocation $5,914,000 $6,160,000 $6,416,000 $6,685,000 $6,966,000 Remainder ($167,000)$0 $0 $0 $0 Major Pavement Rehabilitation (Overlays/Reconstruct) CHV48$3,145,416 $3,900,000 $3,900,000 $4,000,000 $4,000,000 Traffic Signal System Optimization (TF350)(TF400)CHV39$234,350 $75,000 $150,000 $150,000 $150,000 Palomar St./Orange Ave. Sidewalk and Signal Improvements (STL420) CHV- NEW$415,000 Bike Lanes on Broadway (STM384)CHV70$250,000 $460,000 $475,000 New Sidewalk Construction CHV58 $500,000 $500,000 Traffic Signal Upgrade (STL418)CHV60$17,445 $300,000 $500,000 $400,000 Minimum Required Congestion Relief $4,022,900 $4,312,000 $4,491,200 $4,679,500 $4,876,200 SUBTOTAL Congestion Relief $4,062,211 $4,435,000 $4,825,000 $5,150,000 $5,050,000 Emergency Storm Drain Repair (DR206)(DR207) CHV50$610,300 $530,000 $500,000 $500,000 $500,000 Neighborhood Traffic/Ped Safety Program (TF327)CHV34 $400,000 $250,000 $250,000 $250,000 School Zone Traffic Calming (TF384, TF345)CHV33$233,000 $154,000 $70,000 $70,000 $70,000 Minor Pavement Rehabilitation Program (STL409) CHV06 $70,000 $111,000 $361,000 $401,000 Advance Planning Studies (OP202)CHV22$50,790 $60,000 $60,000 $60,000 $60,000 Traffic Monitoring Program (TF321)(STM369)CHV45$56,104 $186,000 $100,000 $94,000 $135,000 Traffic Signing and Striping (TF332) (TF393)(TF399), Studies & Signal/Streetlight Upgrade (TF366) and Maint.CHV35$468,971 $325,000 $250,000 $200,000 $300,000 ADA Curb Ramps (STL415)CHV75$265,624 $250,000 $200,000 SUBTOTAL Maintenance $1,684,789 $1,725,000 $1,591,000 $1,535,000 $1,916,000 TOTAL $5,747,000 $6,160,000 $6,416,000 $6,685,000 $6,966,000 REMAINING FUNDS $0 $0 $0 $0 $0 Revised 2/8/15 2016-03-08 Agenda Packet Page 86 (C/NC)RoadName Beginning LocationEnd LocationComments Bicycle MeasuresPedestrian Measures C7TH ST MAIN ST S END No existing improvementsShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CADA ST BAY BL FRONTAGE RD W No existing improvementsShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CALLEN SCHOOL LN SURREY DR OTAY LAKES RD No improvements on north sideShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CALPINE AV MOSS ST NAPLES ST No existing imp. east sideShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CALVARADO ST THIRD AVE SECOND AVE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CAMENA CT SCDS TIERRA DEL REY Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CANITA ST JAYKEN WY BROADWAY Some missing improvements on north and south side Shared roadway Continuous sidewalks both sides. ADA compliant CANITA JUNE CT W CDS FOURTH AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CAUSTIN CT REDLANDS PL SCDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CAZALEA ST OLEANDER AV LAUREL AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CBANNER AV MONTGOMERY ST ZENITH ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.NCBAY BL I-5 FREEWAY RAMP PALOMAR ST s/w required on west sideShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service. CBEECH AV JAMES ST K ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CBEECH AV MADRONA ST END OF STREET Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CBEECH AV SIERRA WY L ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.?BONITA RD CITY LIMIT @ WILLOW STALLEN SCHOOL RDBus stop landings (?)Class 2 Continuous sidewalks both sides with marked crosswalks. ADA compliant bus stop landings for existing service. CBRIGHTWOOD AV KEARNEY ST K ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CBRISBANE ST N FOURTH AVE TROUSDALE DR Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CBRITTON AV REED CT MACE ST No existing improvementsShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CBUENA VISTA WY E H ST CALLE SANTIAGO Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CCENTER ST FIRST AVE ROSEVIEW PL Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CCHURCH AV CENTER ST MADRONA ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CCHURCH AV E ST F ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CCITADEL CT W CDS RUTGERS AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CCOE PL STANFORD AV E CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CCOLORADO AV SIERRA WY L ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CCOLTRIDGE LN TRAILRIDGE DR CORRAL CANYON Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CCORDOVA DR E J ST DORADO WY Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CCORTE CERRADA BUEN TIEMPO DR ECDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CCORTE HELENA AV CDS E ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CCORTE HELENA AV H ST N CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CCORTE MARIA AV CDS G ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CCORTE MARIA AV D ST E ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CD ST THIRD AVE W MOUNTAIN VIEW DR Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CD ST W MOUNTAIN VIEW DR SECOND AVE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CDATE ST OTAY VALLEY RD DATE CT No existing improvementsShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CDAVID DR 180FT W/O LORI LN WILER DR Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CDAVIDSON ST FOURTH AVE DEL MAR AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CDEL MAR AV E ST G ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CDEL MAR AV J ST KEARNEY ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CDEL MAR AV SEA VALE ST CHULA VISTA ST No existing improvementsShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CDEL MAR CT CDS ALVARADO ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CDEL MONTE AV MONTGOMERY ST MAIN ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CDENNIS AV E J ST E MILLAN ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CDESIGN CT W CDS MAXWELL RD Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CDOROTHY ST FRONTAGE RD INDUSTRIAL BL No existing improvementsShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CDOUGLAS ST CREST PASEO DEL REY Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CE J ST MELROSE AVE FLOYD AVE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CE MILLAN ST W END E CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CE ONEIDA ST JUDSON WY NEPTUNE DR Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CE OXFORD ST HILLTOP DR MELROSE AV Class 3 Bikeway- Master PlanContinuous sidewalks both sides. ADA compliant bus stop landings for existing service.CE OXFORD ST MELROSE AV NACION AV Shared roadway- Master PlanContinuous sidewalks both sides. ADA compliant bus stop landings for existing service.CE OXFORD ST OSAGE AV OLEANDER AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CE PAISLEY ST HILLTOP DR HELIX AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CE PALOMAR ST E EDGE/O I805 BRIDGEOLEANDER AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CE PARK LN E ST F ST No existing improvementsShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CE SIERRA WY HILLTOP DR CUYAMACA AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CELDER AV HALSEY ST K ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CELM AV I ST CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CELM AV PALOMAR ST PROSPECT ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CELMHURST ST XAVIER AV CORNELL AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CEMERSON ST THIRD AV FIRST AVE No existing improvementsShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CF ST FOURTH AV THIRD AVE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CFAIVRE ST JACQUA ST 27TH ST No existing improvementsShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CFALLBROOK CT WCDS ACACIA AVE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CFIG AV KEARNEY ST S END Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CFIRST AV FLOWER ST E STREET Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CFIRST AV I ST J ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.NCFIRST AV PROSPECT ST S END s/w required on west sideShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CG ST FOURTH AVE SECOND AVE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CGARRETT AV D ST E ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.NCGARRETT AV PARK WAY G ST s/w required on west sideShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CGLOVER AV MANKATO ST SCDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.NCGRANJAS RD N CDS NAPLES ST s/w required on west sideShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CGRETCHEN RD E J ST E MILLAN ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CGUAVA AV KEARNEY ST S END Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CH ST BROADWAY SECOND AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CHALE ST FLOYD AV HALECREST DR Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CHALECREST DR LORI LN TELEGRAPH CANYON RD Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CHALSEY ST SECOND AVE MINOT AVE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CHAMPTON CT WCDS BRISTOL CT Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CHARTFORD ST HAMDEN DR LAKESHORE DR Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CHELIX AV OXFORD ST S CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CHERITAGE RD CITY LIMITS CITY LIMITS No existing improvementsShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CHILLTOP DR CDS D ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CHILLTOP DR J ST TELEGRAPH CANYON RD Class 2 Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CHILLTOP DR NAPLES ST EAST PALOMAR ST EAST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service. ATTACHMENT 4: CHV48 MAJOR PAVEMENT REHABILITATION LIST CHV48 1 / 32016-03-08 Agenda Packet Page 87 (C/NC)RoadName Beginning LocationEnd LocationComments Bicycle MeasuresPedestrian Measures CINKOPAH ST OSAGE AV OSSA AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CJ ST BROADWAY FOURTH AVE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CJ ST THIRD AVE SECOND AVE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CJADE AV JASPER AV TOURMALINE ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CJAMES ST ASH AV FIFTH AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CJAMUL CT OSAGE AV OLEANDER AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CJASPER AV ORANGE AV JADE AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CJEFFERSON AV MOSS ST NAPLES ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CJEFFERSON AV SIERRA WY L ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CJUDSON WY E PROSPECT ST E QUINTARD ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CJUNIPER ST LILAC AV LAUREL AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.NCKEARNEY ST FIFTH AV BRIGHTWOOD AV s/w required on south sideShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CKEARNEY ST BRIGHTWOOD AV FIG AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CKEARNEY ST THIRD AVE SECOND AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CKENNEDY ST THIRD AV SECOND AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CKING ST SECOND AVE FIRST AVE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CLA CRESCENTIA VISTA MIRANDA EAST CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CLANDIS AV D ST E ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CLAS FLORES DR LANSLEY WAY MONTEBELLO ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CLAS FLORES DR N CDS D ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CLAUREL AV JUNIPER ST LILAC AVE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CLILAC AV JUNIPER ST AZALEA ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CLILAC AV WISTERIA ST RIVERA ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CLOYOLA CT NW CDS ITHACA ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CLYNWOOD DR BONITA RD 131FT S/O BONITA RD Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CMACE ST MAIN ST S END No existing improvementsShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CMADISON AV CRESTED BUTTE ST NAPLES ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CMADRONA ST DEL MAR AVE SECOND AVE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CMANKATO ST MADISON AVE ECDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CMANZANITA ST MARIPOSA ST OLEANDER AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CMARIPOSA CI OLEANDER AV MARIPOSA CI Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CMARIPOSA ST MANZANITA ST OLEANDER AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CMEDICAL CENTER CT 660FT SW/O MEDICAL CENTER DR SW END Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service. CMELROSE AV CDS SHEFFIELD CT Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CMESA GRANDE PL N CDS TIERRA BONITA PL Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CMITSCHER ST MINOT AVE FIRST AVE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CMONTEBELLO ST FIRST AVE ECDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CMONTERA CT TERRA NOVA DR ECDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CMONTGOMERY ST FOURTH AV FRESNO AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CMOSS ST ALPINE AVE NAPLES ST No existing improvementsShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CMOSS ST THIRD AVE FOURTH AVE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CMURRAY ST SECOND AVE CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CMYRA AV MELROSE AVE 90 DEGREE TURN Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CMYRA AV MYRA AVE 90 DEGREE TURNE J ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CMYRA CT N CDS MALTA AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CNACION AV J ST EAST TELEGRAPH CYN RD Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CNACION AV NAPLES ST EAST MELROSE AVE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CNAPA AV N CDS E ONEIDA ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CNAPA CT N CDS QUINCE PL Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CNAPLES ST THIRD AVE ALPINE AVE Missing improvements Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CNEW HAVEN DR HARTFORD ST HAMDEN DR Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.NCNIXON PL N DEL MAR AVE CDS s/w required on south sideShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CNOCTURNE CT NOLAN AV S CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CNOLAN AV E ONEIDA ST E PALOMAR ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CNOLAN CT E RIENSTRA ST S CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.COAKLAWN AV I ST J ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.COAKLAWN AV MOSS ST NAPLES ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.COASIS AV E NAPLES ST E OXFORD ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.COCALA AV N CDS S CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.COCELOT AV NANETTE ST E OXFORD ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.COLEANDER AV OLYMPIC PW SEQUOIA ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.COLIVE AV SEQUOIA ST TALLOW CT Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.COLIVE CT N CDS SEQUOIA ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CORIOLE PL E PALOMAR ST S CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.COSSA AV N CDS JAMUL CT Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.COTAY LAKES RD E H ST GOTHAM ST Class 2 Continuous sidewalks both sides with marked crosswalks. ADA compliant bus stop landings for existing service. COTAY LAKES RD GOTHAM ST MIRACOSTA CI Class 2 Continuous sidewalks both sides with marked crosswalks. ADA compliant bus stop landings for existing service. COTAY LAKES RD RIDGEBACK RD E H ST Class 2 Continuous sidewalks both sides with marked crosswalks. ADA compliant bus stop landings for existing service. COXFORD ST TOBIAS DR HILLTOP DR Class 3 - Master Plan Continuous sidewalks both sides with marked crosswalks. ADA compliant bus stop landings for existing service. CPALM AV VALLEY AV S END No existing improvementsShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CPALOMAR DR FOURTH AV W CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CPALOMAR ST BROADWAY ORANGE AVE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CPALOMAR ST TOBIAS DR HILLTOP DR Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CPASEO DEL REY BAJO DR DOUGLAS ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CPASEO DEL REY DOUGLAS ST TELEGRAPH CANYON RD Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CPASEO DEL REY E H ST E J ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CPASEO MAGDA PASEO RANCHO REGULO PL Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CPEPPERWOOD CT OAK VIEW TE SCDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CPLAZA CT MALL ENTRANCE PASEO DEL REY Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CPOINSETTIA ST LANTANA AV CARISSA AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.NCPOINT CAIMAN CT NW CDS MORRO POINT DRs/w required Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.NCPOINT CONCEPCION CTN CDS POINT ARGUELLO DRs/w required Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.NCPOINT LOMA CT POINT ARGUELLO DR S CDS s/w required Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.NCPOINT MUGU CT SEQUOIA ST S CDS s/w required Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.NCPOINT PACIFIC CT NW CDS POINT LA JOLLA DRs/w required Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service. CHV48 2 / 32016-03-08 Agenda Packet Page 88 (C/NC)RoadName Beginning LocationEnd LocationComments Bicycle MeasuresPedestrian Measures NCPOINT VICENTE CT CROWN POINT CT SE CDS s/w required Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CPRINCESS MANOR CT E RIENSTRA ST S CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CPROSPECT ST ELM AV TOBIAS DR Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CQUAIL CT W CDS OLEANDER AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CQUAIL PL NOLAN AV NACION AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CQUEEN ANNE DR FIFTH AV FOURTH AV No existing improvementsShared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CQUINTARD ST TOBIAS DR HILLTOP DR Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.NCRACE POINT CT W CDS TORTUGA POINT DRs/w required Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CREGENCY CT REGENCY WY E CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CRIDGE CREEK DR WCDS FORESTER LN Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CRIDGEBACK RD N RANCHO DEL REY PWOTAY LAKES RD Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CRIESLING TE HILLSIDE DR N CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CRUTGERS AV GOTHAM ST OTAY LAKES RD Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CSAN MARCOS PL JAMUL AV SE CDS CSAN MIGUEL DR FOURTH AV E CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CSANDSTONE CT MELROSE AV E CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CSATINWOOD CT N CDS SATINWOOD WY Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CSEA VALE CT CDS DATE AVE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CSEA VALE ST THIRD AVE DELMAR AVE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CSECOND AV PALOMAR ST ORANGE AVE.Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CSEQUOIA ST BRANDYWINE AV POINT CABRILLO CT Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CSEQUOIA ST OLIVE AV BRANDYWINE AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CSEQUOIA ST POINT CABRILLO CT POINT ARGUELLO DR Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.NCSHASTA ST SECOND AVE TWIN OAKS AVE s/w required Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.NCSHASTA ST TWIN OAKS AVE THIRD AVE s/w required Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CSHASTA ST FIRST AVE ECDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CSHEFFIELD CT END OF STREET MELROSE AVE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.NCSHIRLEY ST N DEL MAR AVE N SECOND AVE s/w required Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CSIERRA WY BROADWAY FIFTH AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CSKYLARK WY N CDS TEAL ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CSMITH AV G ST ROOSEVELT ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CSTANFORD AV N CDS GOTHAM ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTALLOW CT OLIVE AV E CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTAMARACK CT OLIVE AV E CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTANOAK CT OLEANDER AV E CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTEAK CT OLIVE AV E CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTELEGRAPH CANYON RDCAMINO ENTRADA HILLTOP DR Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTELEGRAPH CANYON RDCAMINO ENTRADA MELROSE AVE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTERRA NOVA DR BEACON PL PLAZA DEL CID Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTHIRD AV N FOURTH AVE D ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTHORNTON RD FORESTER LN CORRAL CANYON Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTHRUSH ST FINCH PL ROBIN PL Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTIERRA BONITA PL BUENA VISTA WY MESA GRANDE PL Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTOBIAS DR BISHOP ST SHERWOOD ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTOBIAS DR OXFORD ST GENTRY WY Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTOBIAS DR QUINTARD ST BISHOP ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTOBIAS DR SHERWOOD ST KINGSWOOD ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTRAILRIDGE DR WCDS ECDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTURQUOISE CT MELROSE AV NE CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTWIN OAKS AV DAVIDSON ST F ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTWIN OAKS AV E ST DAVIDSON ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTWIN OAKS AV F ST CYPRESS ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CTWIN OAKS AV KEARNEY ST K ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CVANCE ST FOURTH AVE ECDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CVANCE ST SECOND AVE E CDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.NCVANCE ST WCDS MINOT AVE s/w required Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CVIA ARMADO N RANCHO DEL REY PWLA CRESCENTIA DR Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.NCWALNUT AV N CDS PALOMAR ST s/w required Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.NCWESTMONT CT WCDS CAMINO ELEVADOs/w required Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CWHITNEY ST MADISON AVE ECDS Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CWINDSOR CI MELROSE AVE WINDSOR CI LOOP Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CWINDSOR CI WINDSOR CI INLET WINDSOR CI OUTLET Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CWISTERIA ST OLEANDER AV LANTANA AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CWOODLARK LN WOODLARK CT LARKHAVEN DR Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.?WOODLAWN AV E ST F ST Bus stop landings (?)Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CWOODLAWN AV K ST L ST Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CZENITH ST THIRD AV ALBANY AV Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service.CZINFANDEL TE CABERNET DR PORT CLARIDGE Shared roadway Continuous sidewalks both sides. ADA compliant bus stop landings for existing service. 240 SECTIONS CHV48 3 / 32016-03-08 Agenda Packet Page 89 ATTACHMENT 5: CHV48 MAJOR PAVEMENT REHABILITATION - ADDITIONAL LIST These locations may need additional investigation in order to determine the most appropriate treatment required. RoadName BegLocation EndLocation StreetIDSectionID Section Length Section WidthAreaFCPCIComments Bicycle Measures Bike Compliant (Y) / Non- Compliant (N)/Exempt(E)Pedstrian Measures Ped Compliant (Y) / Non-Compliant (N)/ Exempt PASEO DEL REY E H ST E J ST PASEDR 1020 1525 70 106750 C 11 C&G&S/W Class 2 Y Continuous sidewalks both sides, ADA bus stop landings Y TERRA NOVA DRBEACON PL PLAZA DEL CIDTERRDR 103014835378599C 16 C&G both sides. S/W on north side only Class 2 Y Continuous sidewalks both sides, ADA bus stop landings S/W required south side 27TH ST MAIN ST FAIVRE ST 27THST 1010 664 21 13944 R 0 Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings E** ASH AV JAMES ST K ST ASHAV 1060 964 33 31812 R 12 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y BEECH AV L ST S CDS BEECAV 1090 404 33 13332 R 4 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y BONITA GLEN DRBONITA RD ALLEY BONGDR 10108063729822R 3 C&G&S/W, south-west side only Shared roadwayE*Continuous sidewalks both sides, ADA bus stop landingsE** CRESTED BUTTE ST COLORADO AV WOODLAWN AV CRESST 1010 362 36 13032 R 11 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y CRESTA WY HILLTOP DR N END CRESWY 1010 822 28 23016 R 9 C&G only Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings N DIAMOND DR SUNDROP CT EQUINOX WY DIAMDR 1020 279 33 9207 R 0 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y DIXON WY N CDS PALOMAR ST DIXOWY 1010 486 33 16038 R 1 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y ECKMAN AV E PROSPECT ST E QUINTARD ST ECKMAV 1010 840 33 27720 R 0 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y ELISE ST PACIFIC AV FRONTAGE RD WELISST 1010239266214R 8 No improvements. Practically no pavement. PCI should be zero Shared roadwayE*Continuous sidewalks both sides, ADA bus stop landingsE** E EMERSON ST NAPA AV NILE AV EMEEST 1050 595 33 19635 R 0 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y FAIVRE ST 27TH ST BROADWAY FAIVST 1030 371 25 9275 R 2 No improvements Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings E** GLOVER AV KEARNEY ST S CDS GLOVAV 1060 256 28 7168 R 0 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y HAMPTON CT WCDS BRISTOL CT HAMPCT 1010 1069 33 35277 R 10 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y JOSSELYN AV E ONEIDA ST E PALOMAR ST JOSSAV 1020 713 33 23529 R 3 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y KEARNEY ST FIG AV FOURTH AV KEARST 1070 535 34 18190 R 4 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y LARKHAVEN DR N CDS ORANGE AV LARKDR 1010 669 34 22746 R 1 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y LEOMA LN W CDS FIRST AV LEOMLN 1010 492 29 14268 R 10 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y MADRONA ST SECOND AVE ELM AVE MADRST 1050 651 26 16926 R 3 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y MALTA AV MAX AV MYRA CT MALTAV 1010 285 33 9405 R 5 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y MALTA AV MYRA CT TALUS ST MALTAV 1020 924 33 30492 R 5 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y MALTA AV TALUS ST SANDSTONE ST MALTAV 1030 1218 33 40194 R 0 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y MAPLE DR SPRUCE RD MAIN ST MAPLDR 1010 218 27 5886 R 6 No improvements Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings E** MARIA WY N CDS E L ST MARIWY 1010 354 33 11682 R 0 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y MARL AV SLATE ST TALUS ST MARLAV 1010 998 33 32934 R 10 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y MARL AV TALUS ST W CDS MARLAV 1020 933 33 30789 R 0 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y MEADOWLARK AV LARKHAVEN DR MAX AV MEADAV 1010 690 33 22770 R 0 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y MINOT AV MITSCHER ST MURRAY ST MINOAV 1080 483 28 13524 R 0 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y MISSION CT INKOPAH ST S CDS MISSCT 1010 378 33 12474 R 1 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y MONTCALM ST OSAGE AV OLEANDER AV MONCST 1030 1032 34 35088 R 12 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y MONTCLAIR ST OSAGE AV OLEANDER AV MONLST 1040 1026 34 34884 R 11 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y MONSERATE AV EL CAPITAN DR E L ST MONSAV 1020 442 34 15028 R 8 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y MORRO POINT DRPOINT LA JOLLA DRSAN MATEO POINT CTMORRDR 1020338299802R 0 C&G both sides. S/W one side only Shared roadwayE*Continuous sidewalks both sides, ADA bus stop landingsN MORRO POINT DRSAN MATEO POINT CTLONG POINT CTMORRDR 1030261297569R 0 C&G both sides. S/W one side only Shared roadwayE*Continuous sidewalks both sides, ADA bus stop landingsN MYRA AV N CDS E L ST MYRAAV 1020 331 33 10923 R 8 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y MYRA CT N CDS MALTA AV MYRACT 1020 519 33 17127 R 13 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y NOVA WY MELROSE AV MISSION AV NOVAWY 1010 526 34 17884 R 2 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y ORDE CT N CDS ORSETT ST ORDECT 1010 254 29 7366 R 6 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y ORDVIEW CT N CDS ORSETT ST ORDVCT 1010 254 29 7366 R 1 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y E ORLANDO ST JUDSON WY MONSERATE AV ORLAST 1010 971 33 32043 R 8 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y E PARK LN 400FT S/O F ST END PARKLN 1040 252 20 5040 R 0 No improvements Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings E** E PARK LN END OF STREET HALSEY ST PARKLN 1050 316 28 8848 R 6 No improvements Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings E** E PARK LN SIERRA WY L ST PARKLN 1070 654 29 18966 R 0 No improvements Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings E** PATRICIA AV F ST CDS PATRAV 1010 507 33 16731 R 12 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings E** PECAN PL N CDS E PALOMAR ST PECAPL 1010 498 33 16434 R 8 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y POINT ARGUELLO DRBALLAST POINT CTSUNSET POINT CTPOARDR 10205592916211R 12 C&G both sides. S/W one side only Shared roadwayE*Continuous sidewalks both sides, ADA bus stop landingsN POINT BARROW DRLAGUNA POINT CTSAN PEDRO POINT CTPOBADR 1010233296757R 5 C&G both sides. S/W one side only Shared roadwayE*Continuous sidewalks both sides, ADA bus stop landingsN POINT BARROW DRSAN PEDRO POINT CTWEST POINT DRPOBADR 1020339299831R 0 C&G both sides. S/W one side only Shared roadwayE*Continuous sidewalks both sides, ADA bus stop landingsN RACE POINT CT W CDS TORTUGA POINT DR RACECT 1010 170 20 3400 R 9 C&G both sides Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings N REED CT BRITTON AV S END REEDCT 1020 362 26 9412 R 6 No improvements Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings E** RIVERA ST OLEANDER AV CARISSA AV RIVEST 1010 792 33 26136 R 3 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y SANDSTONE ST MALTA AV MARBLE WY SANDST 1020 458 34 15572 R 13 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y SLATE ST MALTA AV MELROSE AV SLATST 1010 874 33 28842 R 5 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y TOBIAS DR PALOMAR ST PROSPECT ST TOBIDR 1050 543 33 17919 R 0 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y TOBIAS DR PROSPECT ST PLYMOUTH CT TOBIDR 1060 243 33 8019 R 0 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y 12016-03-08 Agenda Packet Page 90 RoadName BegLocation EndLocation StreetIDSectionID Section Length Section WidthAreaFCPCIComments Bicycle Measures Bike Compliant (Y) / Non- Compliant (N)/Exempt(E)Pedstrian Measures Ped Compliant (Y) / Non-Compliant (N)/ Exempt TOBIAS DR PLYMOUTH CT PICO CT TOBIDR 1070 308 33 10164 R 4 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y VALLEY AV DATE ST PALM AV VALLAV 1010 659 19 12521 R 1 No improvements Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings E** WALNUT DR MAX AV MAPLE DR WALNDR 1030 426 28 11928 R 9 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y WALNUT DR MAPLE DR SPRUCE RD WALNDR 1040 962 27 25974 R 0 Partial C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings E** ZENITH ST FRESNO AV THIRD AV ZENIST 1030 672 38 25536 R 13 C&G&S/W Shared roadway E*Continuous sidewalks both sides, ADA bus stop landings Y 36487 1235971 Bikeway Notes: E* - Exception,Not in BMP 2/12/2015 Pedestrian Notes: E** - Not required if C/G not existing, or not a bus route/stop 22016-03-08 Agenda Packet Page 91 RESOLUTION NO. 2015_________ RESOLUTION OF THE CITY COUNCIL OFTHE CITY OF CHULA VISTA ADOPTING THE TRANSNET LOCAL STREET IMPROVEMENT PROGRAM OF PROJECTS FOR FISCAL YEARS 2016/2017THROUGH 2020/2021 FOR INCLUSION IN THE REGIONAL TRANSPORTATION IMPROVEMENTPROGRAMAND PROVIDING THE CERTIFICATION AND INDEMNITY STATEMENTS NECESSARY TO OBTAIN TRANSNET FUNDS WHEREAS,on November 4, 2004, the voters of San Diego County approved the San Diego Transportation Improvement Program Ordinance and Expenditure Plan (TransNet Extension Ordinance); and WHEREAS,the TransNet Extension Ordinance provides that SANDAG, acting as the Regional Transportation Commission, shall approve a multi-year program of projects submitted by local jurisdictions identifying those transportation projects eligible to use transportation sales tax (TransNet) funds; and WHEREAS, in February 2016the City Of Chula Vista was provided with an estimate of annual TransNet local street improvement revenues for fiscal years 2017 through 2021; and WHEREAS, SANDAG staff has requested that the City move funds allocated to the City under the TransNet ordinance to currently active projects.The dollar amounts of the proposed fundtransfersand theprojects to which they are they are transferred are identified inExhibit A. These proposed transferswill notmodify the budgets of the affected projects;and WHEREAS, staff recommends adopting the revised TransNet Local Street Improvement Program of Projects for Fiscal Years 2016/17through 2020/21, shown in the attached table (Exhibit B), for inclusion in the Regional Transportation Improvement Program (RTIP);and WHEREAS,the City Of Chula Vista has held a noticed public meeting on March 8, 2016, with an agenda item that clearly identified the proposed list of projects prior to approval of the projects by its authorized legislative body in accordance with Section 5(A) of the TransNet Extension Ordinance and Rule 7 of SANDAG Board Policy No. 31. NOW THEREFORE, BE IT RESOLVED that pursuant to Section 2(C)(1) of the TransNet Extension Ordinance, the City Of Chula Vista certifies that no more than 30 percent of its annual revenues shall be spent on maintenance-related projects. BE IT FURTHER RESOLVED that pursuant to Section 4(E)(3) of the TransNet Extension Ordinance, the City of Chula Vista certifies that all new projects, or major 2016-03-08 Agenda Packet Page 92 Resolution No. _________ Page 2 reconstruction projects, funded by TransNet revenues shall accommodate travel by pedestrians and bicyclists, and that any exception to this requirement permitted under the Ordinance and proposed shall be clearly noticed as part of the City of Chula Vista’s public hearing process. BE IT FURTHER RESOLVEDthat pursuant to Section 8 of the TransNet Extension Ordinance, the City of Chula Vista certifies that the required minimum annual level of local discretionary funds to be expended for street and road purposes will be met throughout the 5-year period consistent with the most recent Maintenance of Effort Requirements adopted by SANDAG. BE IT FURTHER RESOLVEDthat pursuant to Section 9A of the TransNet Extension Ordinance, the City of Chula Vista certifies that it will exact$2,357, plus all applicable annual increases, from the private sector for each newly constructed residential housing unit in that jurisdiction, and shall contribute such exactionsto the Regional Transportation Congestion Improvement Program (RTCIP). BE IT FURTHER RESOLVEDthat pursuant to Section 13 of the TransNet Extension Ordinance, the City of Chula Vista certifies that it has established a separate Transportation Improvement Account for TransNet revenues with interest earned expended only for those purposes for which the funds were allocated. BE IT FURTHER RESOLVEDthat pursuant to Section 18 of the TransNet Extension Ordinance, the City of Chula Vista certifies that each project of $250,000 or more will be clearly designated during construction with TransNet project funding identification signs. BE IT FURTHER RESOLVEDthat the City of Chula Vista does hereby certify that all other applicable provisions of the TransNet ExtensionOrdinance and SANDAG Board Policy No. 31 have been met. BE IT FURTHER RESOLVEDthat the City of Chula Vista agrees to indemnify, hold harmless, and defend SANDAG, the San Diego County Regional Transportation Commission, and all officers and employees thereof against all causes of action or claims related to City of Chula Vista’s TransNet funded projects. BE IT FURTHER RESOLVED that the City Council of the City of Chula Vista adopts the amendment to the TransNet Local Street Improvement Program of Projects for Fiscal Years 2016/2017through 2020/2021for inclusion in the RTIPas shown on Exhibit Band authorize the transfer of funds as shown on Exhibit A. Presented by Approved as to form by ____________________________________________________ Richard A. Hopkins Glen R. Googins Director of Public Works City Attorney 2016-03-08 Agenda Packet Page 93 Resolution No. _________ Page 3 ExhibitA Exhibit B 2016-03-08 Agenda Packet Page 94 Administrative Transfers with ProjectTrak EXHIBIT A Congestion Relief From MPOID To MPOID Amount CHV30 CHV48 14,486.00$ CHV40 CHV48 4,600.00$ CHV43 CHV48 26,118.00$ CHV44 CHV48 55,836.00$ CHV44 CHV70 26,258.00$ CHV54 CHV48 411,943.00$ CHV58 CHV48 6,820.00$ CHV59 CHV48 41,869.00$ CHV67 CHV48 100,000.00$ CHV58 CHV48 283,466.00$ TOTAL 971,396.00$ Maintenance From MPOID To MPOID Amount CHV34 CHV33 31,655.00$ CHV34 CHV06 17,925.00$ CHV35 CHV06 34,988.00$ CHV53 CHV06 66,751.00$ CHV65 CHV06 48,259.00$ TOTAL 199,578.00$ 2016-03-08 Agenda Packet Page 95 ATTACHMENT 3 TRANSNET ALLOCATION - FY 2016 THROUGH FY 2019 PROJECT MPO IDFY 16/17FY 17/18FY 18/19FY 19/20FY 20/21 Estimated Annual Allocation $5,914,000 $6,160,000 $6,416,000 $6,685,000 $6,966,000 Remainder ($167,000)$0 $0 $0 $0 Major Pavement Rehabilitation (Overlays/Reconstruct) CHV48$3,145,416 $3,900,000 $3,900,000 $4,000,000 $4,000,000 Traffic Signal System Optimization (TF350)(TF400)CHV39$234,350 $75,000 $150,000 $150,000 $150,000 Palomar St./Orange Ave. Sidewalk and Signal Improvements (STL420) CHV- NEW$415,000 Bike Lanes on Broadway (STM384)CHV70$250,000 $460,000 $475,000 New Sidewalk Construction CHV58 $500,000 $500,000 Traffic Signal Upgrade (STL418)CHV60$17,445 $300,000 $500,000 $400,000 Minimum Required Congestion Relief $4,022,900 $4,312,000 $4,491,200 $4,679,500 $4,876,200 SUBTOTAL Congestion Relief $4,062,211 $4,435,000 $4,825,000 $5,150,000 $5,050,000 Emergency Storm Drain Repair (DR206)(DR207) CHV50$610,300 $530,000 $500,000 $500,000 $500,000 Neighborhood Traffic/Ped Safety Program (TF327)CHV34 $400,000 $250,000 $250,000 $250,000 School Zone Traffic Calming (TF384, TF345)CHV33$233,000 $154,000 $70,000 $70,000 $70,000 Minor Pavement Rehabilitation Program (STL409) CHV06 $70,000 $111,000 $361,000 $401,000 Advance Planning Studies (OP202)CHV22$50,790 $60,000 $60,000 $60,000 $60,000 Traffic Monitoring Program (TF321)(STM369)CHV45$56,104 $186,000 $100,000 $94,000 $135,000 Traffic Signing and Striping (TF332) (TF393)(TF399), Studies & Signal/Streetlight Upgrade (TF366) and Maint.CHV35$468,971 $325,000 $250,000 $200,000 $300,000 ADA Curb Ramps (STL415)CHV75$265,624 $250,000 $200,000 SUBTOTAL Maintenance $1,684,789 $1,725,000 $1,591,000 $1,535,000 $1,916,000 TOTAL $5,747,000 $6,160,000 $6,416,000 $6,685,000 $6,966,000 REMAINING FUNDS $0 $0 $0 $0 $0 Revised 2/8/15 2016-03-08 Agenda Packet Page 96 City of Chula Vista Staff Report File#:15-0672, Item#: 5. CONSIDERATIONOFTHEISSUANCEOFTAX-EXEMPTOBLIGATIONSWITHRESPECTTO THE123-UNITVOLTASENIORHOUSINGPROJECTAND87-UNITDUETTAHOUSINGPROJECT IN THE MILLENIA COMMUNITY A.RESOLUTIONOFTHECHULAVISTAHOUSINGAUTHORITYAUTHORIZINGTHE ISSUANCEOFITSTAX-EXEMPTMULTIFAMILYHOUSINGREVENUENOTEAND ITSJUNIORMULTIFAMILYHOUSINGREVENUEBONDSINACUMULATIVEAND AGGREGATEPRINCIPALAMOUNTNOTTOEXCEED$21,700,000ANDITS TAXABLEMULTIFAMILYHOUSINGREVENUENOTEINANAGGREGATE PRINCIPALAMOUNTNOTTOEXCEED$1,700,000FORTHEPURPOSEOF FINANCINGTHEACQUISITIONANDCONSTRUCTIONOFTHEVOLTA APARTMENTHOMESMULTIFAMILYRENTALHOUSINGPROJECT;APPROVING ANDAUTHORIZINGTHEEXECUTIONANDDELIVERYOFANYANDALL DOCUMENTSNECESSARYTOISSUETHENOTESANDBONDS,COMPLETETHE TRANSACTIONANDIMPLEMENTTHISRESOLUTION,ANDRATIFYINGAND APPROVINGANYACTIONHERETOFORETAKENINCONNECTIONWITHTHE BONDS B.RESOLUTIONOFTHECHULAVISTAHOUSINGAUTHORITYAUTHORIZINGTHE ISSUANCEOFITSTAX-EXEMPTMULTIFAMILYHOUSINGREVENUENOTEAND ITSJUNIORMULTIFAMILYHOUSINGREVENUEBONDSINACUMULATIVEAND AGGREGATEPRINCIPALAMOUNTNOTTOEXCEED$19,400,000ANDITS TAXABLEMULTIFAMILYHOUSINGREVENUENOTEINANAGGREGATE PRINCIPALAMOUNTNOTTOEXCEED$1,200,000FORTHEPURPOSEOF FINANCINGTHEACQUISITIONANDCONSTRUCTIONOFTHEDUETTA APARTMENTHOMESMULTIFAMILYRENTALHOUSINGPROJECT;APPROVING ANDAUTHORIZINGTHEEXECUTIONANDDELIVERYOFANYANDALL DOCUMENTSNECESSARYTOISSUETHENOTESANDBONDS,COMPLETETHE TRANSACTIONANDIMPLEMENTTHISRESOLUTION,ANDRATIFYINGAND APPROVINGANYACTIONHERETOFORETAKENINCONNECTIONWITHTHE BONDS . RECOMMENDED ACTION Authority adopt the resolutions. SUMMARY OnOctober13,2015,theCityCouncilandtheCity’sHousingAuthorityapprovedtheuseof MultifamilyHousingBondsforthefinancingofthedevelopmentandconstructionofalowincome City of Chula Vista Printed on 3/3/2016Page 1 of 6 powered by Legistar™2016-03-08 Agenda Packet Page 97 File#:15-0672, Item#: 5. MultifamilyHousingBondsforthefinancingofthedevelopmentandconstructionofalowincome seniorandalowincomeaffordablehousingdevelopment,respectively,knownasVoltaSeniorand DuettaApartments(akaMilleniaSeniorandMilleniaAffordableApartments)(“Project(s)”)byChelsea InvestmentCorporation(CIC).TheProjectislocatednearthecornerofStylusStreetandOrion BoulevardwithintheOtayRanchEasternUrbanCenter(EUCandalsoknownasMillenia)master plannedcommunity.Atthistime,theChulaVistaHousingAuthorityisaskedtoapprovethe issuance,sale,anddeliveryofmultifamilyhousingrevenuebondsfortheProjectsbaseduponaward of$21,700,000and$19,400,000inbondallocation,respectively,fromtheCaliforniaDebtLimit Allocation Committee (“CDLAC”). ENVIRONMENTAL REVIEW Environmental Notice TheDevelopmentServicesDirectorhasreviewedtheproposedprojectforcompliancewiththe CaliforniaEnvironmentalQualityAct(CEQA)andhasdeterminedthattheProjectwasadequately coveredinpreviouslyadoptedFinalSecondTierEnvironmentalImpactReport,EIR07-01. Therefore, no further CEQA review or documentation is necessary. Environmental Determination TheDevelopmentServicesDirectorhasreviewedtheproposedprojectforcompliancewiththe CaliforniaEnvironmentalQualityAct(CEQA)andhasdeterminedthattheProjectwasadequately coveredinpreviouslyadoptedFinalSecondTierEnvironmentalImpactReport,EIR07-01. Therefore, no further CEQA review or documentation is necessary. BOARD/COMMISSION RECOMMENDATION OnNovember20,2014,theHousingAdvisoryCommissionvotedtorecommendthedevelopmentof MilleniaSeniorandMilleniaApartmentsasaffordablerentalcommunitiesandtheissuanceoftax exempt private activity bonds for its financing. DISCUSSION OnOctober13,2015,theChulaVistaCityCouncilconductedapublichearingandadopted ResolutionNos.2015-238and2015-239approvingtheissuance,saleanddeliveryofmultifamily housingrevenuebondsforVoltaSeniorandDuettaHousing(akaMilleniaSeniorandMillenia AffordableApartments),respectively,andtheChulaVistaHousingAuthorityadoptedHAResolution Nos.2015-006and2015-007regardingitsintentiontoissuetaxexemptobligationsfortheProjects (Attachment 1: Locator Map). SubsequentlyonDecember16,2015,theCaliforniaDebtLimitAllocationCommittee(CDLAC),the Statebondingauthority,approvedauthorizationoftheuseof$21,700,000ofthe2015StateCeiling onQualifiedPrivateActivityBonds(“Bonds”)forVoltaSeniorApartmentsand$19,400,000forDuetta Apartments. TheChulaVistaHousingAuthoritywillbetheconduitbondissuerfortheBonds.Thebondallocation andtaxcreditcontributionswillbeusedtosubstantiallyfinancetheProjects.Inadditiontothetax exemptobligationsbeingissuedbytheHousingAuthority,duetoincreasingcostestimates,the developer has requested the Housing Authority include taxable note issues for both projects. City of Chula Vista Printed on 3/3/2016Page 2 of 6 powered by Legistar™2016-03-08 Agenda Packet Page 98 File#:15-0672, Item#: 5. The Development Team ChelseaInvestmentCorporation(CIC)hasdevelopedseveralprojectsinChulaVista,primarilyin easternChulaVista,tosatisfyvariousdevelopers’BalancedCommunitiesAffordableHousing obligations(TeresinaApartments,RanchoBuenaVistaApartments,VillaSerenaandTheLandingsI andII).CIChasover6,300housingunitsinitsportfolio.Thecompanyhasastrongandexperienced teamofprofessionals.CIChassuccessfullymanagedlowincomehousingunitsforover30years. CICisqualifiedandhasdemonstratedanongoingdesireandcommitmenttopartnerwiththeCityin the development of another affordable housing project. The Proposed Project VoltaSeniorandDuettaApartmentswillbebuiltwithintheOtayRanchMilleniamasterplanned communityofChulaVista.AstheurbanheartofOtayRanch,Milleniawillcontainthelargest concentration of retail, employment, residential, civic and cultural uses. TheProjectsitesarelocatednearthecornerofStylusStreetandOrionBoulevardandwillprovide futureresidentsanideallocation,witheasyaccesstoemploymentandeducationopportunities, neighborhoodserviceswithinMilleniaandtheotheradjacentneighborhoodsanddirectaccessto publictransportation.ThesiteislocatedalongtheproposedBusRapidTransitlineandwithin walkingdistancetoneighborhoodservicesandfacilities.Itiswithin1/3ofamileofOtayRanch TownCenter,agrocerystore,ChulaVistaHighTechHighandtheUniversity/InnovationDistrict. The Project site supports a healthy living environment with its walkability. TheProjectswillconsistof5-storybuildingssurroundingaparkingstructureandconfiguredas stackedflatunits.Voltawillbecomprisedof123unitsofoneandtwo-bedroomunitsforseniors. Duetta will have 87 one to three bedroom units. All210unitsofVoltaandDuettawillbeavailableonarentrestrictedbasistohouseholdswhose incomeisatorbelow50-60percent(%)oftheAreaMedianIncome(AMI)asdeterminedbytheU.S. DepartmentofHousingandUrbanDevelopment(HUD).Theprojectwillbeaffordablefor55-years andguaranteestheavailabilityofsuchhousingandservicesforthelongterm.Withaffordablerents guaranteed, the financial strain on working families and limited income seniors is alleviated. TheseProjectswillprovideabalanceofhousingopportunitiesandfulfillaneedinChulaVistafor rentalhousingforseniorsandfamilies,particularlyintheneighborhoodseastofInterstate805,as outlined in the City of Chula Vista Housing Element (2013-2020). Income and Rent Restrictions Forbondfinancing,Section142(d)oftheInternalRevenueServicesCoderequireseithera minimumof20percentoftherentalunitsintheProjectstobeavailableforoccupancybypersonsor familieswhoseincomedoesnotexceed50percentoftheareamedianincome(AMI)fortheSan DiegoPrimaryMetropolitanStatisticalArea,oralternatively,atleast40percentoftherentalunitsare requiredtobeavailableforoccupancybypersonsorfamilieswhoseincomedoesnotexceed60 percentoftheAMI.Theunitswillbemadeavailableataffordablerentsestablishedbytheapplicable State law. AsapprovedbyCDLAC,theProjectswillexceedtheaffordabilityrequirementsbysettingaside13 unitsforverylowincomehouseholdsat50percentofAMI,and109unitsforlowincomehouseholds at60percentofAMIatVoltaandsimilarly,22unitswillbesetasideforverylowincomeand60unitsCity of Chula Vista Printed on 3/3/2016Page 3 of 6 powered by Legistar™2016-03-08 Agenda Packet Page 99 File#:15-0672, Item#: 5. at60percentofAMIatVoltaandsimilarly,22unitswillbesetasideforverylowincomeand60units forlowincomehouseholdsatDuetta.OneunitineachProjectisreservedfortheresidentmanager. Therentswillalsobesetusingtheseincomelevels.Theincomeandrentrestrictionsforthe Projectswillbemaintainedforaperiodnotlessthan55years,exceedingthe30-yeartermofthe bonds.Theseincomeandrentrestrictionswillbeoutlinedwithinthebondregulatoryagreementsto be recorded against each property. Compliancewiththeincomeandrentrestrictionswillbesubjectannuallytoaregulatoryauditand annualtaxcreditcertification.Compliancewithstrictpropertymanagementpoliciesandprocedures will ensure that income and rent restrictions will be maintained for the full 55-year compliance period. Bond/Tax Credit Financing of Project TheTaxExemptMultifamilyRevenueBondsandLowIncomeHousingTaxCreditfinancingwill supportthemajorityoftheestimated$65.6million($398,572perseniorunitand$355,443perfamily unit)totaldevelopmentcostoftheProjects.TheHousingAuthoritywillserveastheissuerofa combinedaggregateof$41.1millionintaxexemptbondsand$2.9millionintaxableobligationsfor the Projects. Bond Structure TheHousingAuthorityisbeingaskedtoauthorizetheissuanceofthreeseriesofnotesandbondsfor eachoftheProjects(Series2016A-1throughA-3forDuettaandSeries2016B-1throughB-3for Volta)tofinancedevelopmentcosts.Theobligationswillbepurchasedinaprivateplacementby RaymondJamesTaxCreditFund,Inc.Citibank,N.A.hascommittedtoprovidetax-exemptand taxableconstructionandpermanentfinancingfortheProjects.Oneseriesofthebondsandtwo notesforeachProject(Series2016A-2andA-3andSeries2016B-2andB-3)whichwillbe subordinatetotheotherobligationsandwillbepurchasedbySLFIVMilleniaLLC(Sellerofthe property) as a carry back. Atthistime,theChulaVistaHousingAuthorityisbeingaskedtoapproveinsubstantialformall documentsrelatedtothebondissuance.BonddocumentspresentedfortheHousingAuthority’s considerationhavebeenpreparedbyStradlingYoccaCarlson&Rauth,servingasbondcounselfor the City of Chula Vista and its Housing Authority. These documents are listed below: §The BondRegulatoryAgreement specifiestheregulationsfortheuseandoperationofthe Project (see Attachments 2 and 3). §The LoanAgreement fortheBondsspecificthetermsandconditionsoftheLoanfinancingfor the project (see Attachment 4 and 5). §The FundingLoanAgreement describesthetermsandconditionsbetweentheIssuerandthe FundingLenderforadvancingfundsandapplicationoftheseforthepurposeoffundingaloanto the Borrower(see Attachment 6 and 7). §The JuniorIndenture describesthetermsandconditionsunderwhichtheIssuerwillissuethe seriesofbondssubordinatetothegovernmentallendernotesdescribedintheFundingLoan Agreement (See Attachment 8 and 9). §The JuniorLoanAgreement providesthetermsandconditionsunderwhichtheproceedsof thejuniorbondswillbeadvancedtotheBorrowerforthepurposeoffundingthesubordinateloan City of Chula Vista Printed on 3/3/2016Page 4 of 6 powered by Legistar™2016-03-08 Agenda Packet Page 100 File#:15-0672, Item#: 5. thejuniorbondswillbeadvancedtotheBorrowerforthepurposeoffundingthesubordinateloan to the Borrower. (See Attachment 10 and 11). DECISION-MAKER CONFLICT StaffhasreviewedthepropertyholdingsoftheHousingAuthoritymembersandhasfoundno propertyholdingswithin500feetoftheboundariesofthepropertywhichisthesubjectofthisaction. Consequently,thisitemdoesnotpresentadisqualifyingrealproperty-relatedfinancialconflictof interestunderCaliforniaCodeofRegulationsTitle2,section18702.2(a)(11),forpurposesofthe Political Reform Act (Cal. Gov’t Code §87100,et seq.). However,StaffhasdeterminedthatapotentialconflictofinterestmayexistforCouncilmember Miesenbecauseitmaybereasonablyforeseeablethatafinancialeffectonabusinessentityinwhich Councilmember Miesen has a financial interest may be material. Staffisnotindependentlyaware,andhasnotbeeninformedbyanyHousingAuthoritymember,of any other fact that may constitute a basis for a decision maker conflict of interest in this matter. LINK TO STRATEGIC GOALS TheCity’sStrategicPlanhasfivemajorgoals:OperationalExcellence,EconomicVitality,Healthy Community,StrongandSecureNeighborhoodsandaConnectedCommunity.Thedevelopmentand provisionofqualityaffordablehousingforlowincomefamiliesandseniorswithinmasterplanned communitiessupportstheEconomicVitalitygoalsasitpromotesthedevelopmentofquality neighborhoodsthatprovideafullcomplementofusesandservicesinabalancedfashion.Withonly 16percentofthehousingwithintheareaseastofInterstate-805availableasmultifamilyhousing,the provisionof210rentalunitswithintheOtayRanchEUCcommunitywillexpandtheavailabilityof housingopportunitiesforalleconomicsegmentsofthecommunity.With57percentofChulaVista householdsearninglessthantheU.S.DepartmentofHousingandUrbanDevelopment’sarea medianincome,thedevelopmentofaffordablehousingaddressestheCity’sConnectedCommunity goals as it provides housing to meet residents’ needs and priorities. CURRENT YEAR FISCAL IMPACT Approvaloftheresolutionsauthorizestheissuanceoftax-exemptobligationsfortheprojecttotaling $41.1 million and taxable obligations totaling $2.9 million, as detailed in the table below. Tax Exempt Revenue Note Taxable Revenue Note Total Volta (Senior Housing)$21,700,000 $1,700,000 $23,400,000 Duetta (Multifamily Housing)$19,400,000 $1,200,000 $20,600,000 Project Total $41,100,000 $2,900,000 $44,000,000 TheBondandnotefinancingisaself-supportingprogramwiththeownerresponsibleforthepayment ofallcostsofissuanceandothercostsandrepaymentoftheobligations.Allcostsrelatedtothe issuanceoftheobligationswillbepaidfromobligationproceedsorownerprofits.Theobligationswill besecuredbytheprojectandwillnotconstitutealiabilitytoorobligationoftheCityofChulaVistaor Housing Authority. City of Chula Vista Printed on 3/3/2016Page 5 of 6 powered by Legistar™2016-03-08 Agenda Packet Page 101 File#:15-0672, Item#: 5. TheChulaVistaHousingAuthoritywillreceivecompensationforitsservicesinpreparingthe obligationissuancebycharginganoriginationfeeof1/8of1%oftheobligationloans,approximately $55,000. These revenues are not reflected in the adopted fiscal year 2015-16 budget. ONGOING FISCAL IMPACT Staffcostsassociatedwithmonitoringcomplianceoftheregulatoryrestrictionsandadministrationof theobligationswillbereimbursedfromanannualadministrativefeeofapproximately$55,000(based upon1/8of1%ofthepermanentobligationloans)paidtotheHousingAuthoritybytheowner. Administrative fee revenues will be reflected in future Housing Authority budgets. ATTACHMENTS 1.Locator Map 2.Bond Regulatory Agreement - Volta Senior Apts 3.Bond Regulatory Agreement - Duetta Apts 4.Loan Agreement - Volta Senior Apts 5.Loan Agreement - Duetta Apts 6.Funding Loan Agreement - Volta Senior Apts 7.Funding Loan Agreement - Duetta Apts 8.Junior Indenture - Volta Senior Apts 9.Junior Indenture - Duetta Apts 10.Junior Loan Agreement - Volta Senior Apts 11.Junior Loan Agreement - Duetta Apts Staff Contact: Leilani Hines, Housing Manager City of Chula Vista Printed on 3/3/2016Page 6 of 6 powered by Legistar™2016-03-08 Agenda Packet Page 102 RESOLUTION NO. RESOLUTION OF THE CHULA VISTA HOUSING AUTHORITY AUTHORIZING THE ISSUANCE OF ITSTAX-EXEMPT MULTIFAMILY HOUSING REVENUE NOTEAND ITS JUNIOR MULTIFAMILY HOUSING REVENUE BONDS IN A CUMULATIVE AND AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $21,700,000AND ITS TAXABLE MULTIFAMILY HOUSING REVENUE NOTE IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,700,000FOR THE PURPOSE OF FINANCING THE ACQUISITION AND CONSTRUCTION OF THEVOLTA APARTMENT HOMESMULTIFAMILY RENTAL HOUSING PROJECT; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF ANY AND ALL DOCUMENTS NECESSARY TO ISSUE THE NOTESAND BONDS, COMPLETE THE TRANSACTION AND IMPLEMENT THIS RESOLUTION, AND RATIFYING ANDAPPROVING ANY ACTION HERETOFORE TAKEN IN CONNECTION WITH THE BONDS WHEREAS, pursuant to the Housing Authorities Law, Chapter1 of Part2 of Division24 of the California Health and Safety Code (“Housing Authorities Law”), the Chula Vista Housing Authority, a public body corporate and politic organized, existing and operating pursuant to the Housing Authorities Law, the Chula Vista Housing Authority (the “Authority”) is empowered to issue revenue bonds for the purpose of financing the acquisition, construction, rehabilitation, refinancing, development, and operation of multifamily rental housing; and WHEREAS, GStreet SeniorsCIC, LP, a California limited partnership (the “Developer”), intends to acquire and constructa 122-unit plusone manager unitproject known as “VoltaApartment Homes” on that certain real property located at Otay Ranch, in the City of Chula Vista, California(the“Project”); and WHEREAS, the Developer has requested Authority to issue tax-exempt multifamily housing revenue notes (the “Tax-Exempt Governmental Lender Note”)and taxable multifamily housing revenue notes (the “Taxable Governmental Lender Note,” and together with the Tax Exempt Governmental Lender Note, the “Governmental Lender Notes”)and tax-exempt multifamily housingrevenue bonds subordinate to the Governmental Lender Notes(the “Tax Exempt Junior Bonds,” and, together with the Governmental Lender Notes, the “Obligations”), and to loan the proceeds of the Obligations to the Developer to finance the acquisition, construction and equipping of the Project, and WHEREAS, taken together, the aggregate principal amount of theTax Exempt Governmental Lender Note and the Tax Exempt Junior Bonds (the “Tax Exempt Obligations”) shall not to exceed $21,700,000and the aggregate principal amount of the Taxable Governmental Lender Note shall not exceed $1,700,000; and 2016-03-08 Agenda Packet Page 103 2 WHEREAS, Authority, by action of its Board of Commissioners (the “Board”), desires to assist the Developer and to increase the supply of affordable housing by making a portion of the units in the Project available for low and very low income persons or families, and in order to accomplish such purposes it is desirable for Authority to provide for the issuance of the Obligations and financing of the Project; and WHEREAS, the Authority intends to enter into a Funding Loan Agreement, by and between the Authority and Citibank, N.A. (the “Funding Lender”), dated as of March1, 2016 (the “Funding Loan Agreement”), whereby the Funding Lender will make a loan to theAuthority (the “Funding Loan”) which the Authority will to loan to the Borrower (the “Borrower Loan”) pursuant to that certain Borrower Loan Agreement, to be entered into by and between the Authority and the Borrower, dated as of March1, 2016 (the “Borrower Loan Agreement”) to provide financing to acquire, construct and equip the Project; and WHEREAS, pursuant to the Funding Loan Agreement, the Authority intends to execute and deliver to the Funding Lender the Governmental Lender Notesevidencing its obligation to make the payments due to the Funding Lender under the Funding Loan as provided in this Funding Loan Agreement; and WHEREAS, the Authority’s obligation to repay the Governmental Lender Notesshall be limited solely to the multifamily notesexecuted and delivered by the Borrower to the Authority (the “Borrower Notes”) and other moneys and security pledged under the Funding Loan Agreement and Borrower Loan Agreement; and WHEREAS, the Junior Bonds will be issued pursuant to the Junior Indenture of Trust, by and between the Authority and U.S. Bank National Association, as trustee for the Junior Bonds, dated as of March1, 2016 (the “Junior Indenture”), and loan the proceeds of the Junior Bonds to the Developer pursuant to the Junior Loan Agreement, by and between the Authority and the Developer, dated as of March1, 2016 (the “Junior Loan Agreement”); and WHEREAS, the Authority will loan the proceeds of the Obligations to the Borrower and the Borrower will use the proceeds of the Obligations exclusively to finance the costs of acquisition, construction and equipping of the Project and the costs of issuing the Obligations; and WHEREAS, Government Code Section 8869.85 requires a local agency to file an application with the California Debt Limit Allocation Committee (“Committee”) prior to the issuance of tax-exempt multifamily housing revenue notes and bonds and the Authority has filed such an application; and WHEREAS, the Committee has allocated to the Project $21,700,000 of the State of California 2015 State ceiling for private activity bonds or notes under Section146 of the Internal Revenue Code of 1986; and 2016-03-08 Agenda Packet Page 104 3 WHEREAS, it is the intent of the Authority to enter into bond documentation to govern the Obligations to be issued (collectively, the “Transaction Documents”), including: (1) the Funding Loan Agreement; (2) the Borrower Loan Agreement; (3) a regulatory agreement and declaration of restrictive covenants, by and between the Authority and the Borrower, dated as of March1, 2016 (the “Regulatory Agreement”), (4) the Junior Indenture, and (5) the Junior Loan Agreement; and WHEREAS, it appears that each of the documents and instruments described herein now before this meeting is in a substantially appropriate form and is an appropriate instrument to be executed and delivered for the purposes intended. NOW, THEREFORE, THE BOARD OF COMMISSIONERS OF THE CHULA VISTA HOUSING AUTHORITYDOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS: 1.Authorization of Obligations. In accordance with the Housing Authorities Law and pursuant to the Funding Loan Agreement, Authority authorizes issuance of notes and bonds designated as “Chula Vista Housing AuthorityMultifamily Housing Revenue Note(Volta Apartment Homes) Series 2016B-1”and “Chula Vista Housing Authority Junior Multifamily Housing Revenue Bonds (VoltaApartment Homes) Junior Series 2016B-3”in a cumulative and aggregate principal amount not to exceed $21,700,000, and authorizes the issuance of notes designated as “Chula Vista Housing Authority Multifamily Housing Revenue Note (Volta Apartment Homes) Taxable Series 2016B-2”(collectively, the “Obligations”), with an interest rate or rates, a maturity date or dates and other terms as provided in the Funding Loan Agreement and Junior Indenture, respectively,as finally executed for the Obligations. The Governmental Lender Notesand the Junior Bondsshall be in substantially the form set forth in and otherwise in accordance with the Funding Loan Agreement and Junior Indenture, respectively, and shall be executed on behalf of Authority by the manual or facsimile signature of the Chair of the Board of Commissioners of the Authority (the “Chair”) or the Executive Director of the Authority (the “Executive Director”), and the Obligations shall be attested by the manual or facsimile signature of the Secretary of the Board of Commissioners of the Authority (“Secretary”). 2.Approval of Transaction Documents. The form of each of the Transaction Documents, in substantially the form on file with the Secretary, is hereby approved. The Chair, theExecutive Director, and their authorized designee(s) (each, an “Authorized Officer”) are authorized to execute, and the Secretary is authorized to attest, each of the Transaction Documentsin substantially said form, with such additions thereto and changes therein as the Authorized Officer may approve or recommend in accordance with Section 4hereof. The date, maturity date or dates, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption, and other terms of the Obligationsshall be as provided in the Funding Loan Agreement and Junior Indentureas finally executed. 2016-03-08 Agenda Packet Page 105 4 3.Approval of Loan Documents. Any Authorized Officer is authorized to execute and deliver, and the Secretary is authorized to attest, any and all certificates, agreements and other documents ancillary to the Transaction Documentsin the formsapproved by the City Attorney, as general counsel to Authority (“General Counsel”),and by special counsel and bond counsel to the Authority and City on these matters, StradlingYocca Carlson & Rauth (together, “Special Counsel”). 4.Approval of Changes to Documents. Any Authorized Officer executing a document approved herein, in consultation with General Counsel and Special Counsel, is authorized to approve and make such modifications, changes or additions to Transaction Documentsor other documents as may be necessary or advisable, and the approval of any modification, change or addition to any of the aforementioned agreements shall be evidenced conclusively by the execution and delivery thereof by such Authorized Officer and approval as to form by General Counsel and Special Counsel. Further, any Authorized Officer, acting alone, is authorized to execute any assignment agreement related to any mortgage note, mortgage, deed of trust or other document related to the loansmade to the Developer from the proceeds of the Obligations. 5.Actions Ratified and Authorized. All actions heretofore taken by the officers, employees and agents of Authority with respect to the issuance and sale ofthe Obligationsare approved, confirmed and ratified, and the officers, employees and agents of Authority are authorized and directed, for and in the name and on behalf of Authority, to do any and all things and take any and all actions and execute and deliver any and all certificates, agreements and other documents, including, but not limited to, those documents described in the Transaction Documentsand the other documents herein approved, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Obligationsand to effectuate the purposes thereof and of the documents herein approved in accordance with this resolution and resolutions heretofore adopted by the Board. In the event that the Secretary is unavailable to sign any document related to the Obligations, any Deputy Secretary of the Authority may sign on behalf of the Secretary. 6.Further Consents, Approvals and Other Actions. All consents, approvals, notices, orders, requests and other actions permitted or required by any of the documents authorized by this Resolution or otherwise appropriate in the administration of the Obligationsand the lending program financed thereby, including without limitation any of the foregoing that may be necessary or desirable in connection with any amendment of such documents, any transfer of the Project, any substitution of security for the Obligations, or any redemption of the Obligations may be taken or given by theChairor theExecutive Director, and theChairor theExecutive Directorare hereby authorized and directed to give any such consent, approval, notice, order or request and to take any such action which such officer may deem necessary or desirable to further the purposes of this Resolution. 7.Conflicting Resolutions Repealed. As to the Obligations, all prior resolutions or parts thereof, if any, in conflict herewith are, to the extent of such conflict, repealed. 2016-03-08 Agenda Packet Page 106 5 8.Severability. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any remaining sections, paragraphs or provisions of this Resolution. 9.Effectiveness of Resolution and Date Thereof. This Resolution shall take effect upon its adoption. 10.Certification. The Secretary shall certify to the passage and adoption of this Resolution. Presented by:Approved as to form by: ____________________________________________________________ Kelly Broughton, FASLA Glen R. Googins Development Services Director City Attorney 2016-03-08 Agenda Packet Page 107 6 The foregoing Resolution was passed and adopted by the Board of Commissioners of the Chula Vista Housing Authority, California, this 8thday of March, 2016, by the following vote, to wit: AYES: NOES: ABSENT: Mayor ATTEST: _____________________________ Secretary 2016-03-08 Agenda Packet Page 108 7 STATE OF CALIFORNIA) ) ss. COUNTY OF SAN DIEGO) I, _______________, Secretary of the Chula Vista Housing Authority, California, hereby certify that the above and foregoing Resolution was duly and regularly adopted by the Board of Commissioners at a regular meeting thereof held on the 8thday of March, 2016. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 8thday of March, 2016. Secretary of the Housing Authority of the City of Chula Vista, California 2016-03-08 Agenda Packet Page 109 Stradling Yocca Carlson & Rauth Draft dated March1, 2016 JUNIOR INDENTURE OF TRUST between CHULA VISTA HOUSING AUTHORITY as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee Relatingto $__________ CHULA VISTA HOUSING AUTHORITY JUNIOR MULTIFAMILY HOUSING REVENUE BONDS (VOLTAAPARTMENT HOMES) JUNIOR SERIES 2016B-3 Dated as of March1, 2016 2016-03-08 Agenda Packet Page 110 i TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1Definitions .................................................................................................................4 Section 1.2Interpretation............................................................................................................12 ARTICLE II THE BONDS Section 2.1The Bonds................................................................................................................12 Section 2.2Limited Obligations.................................................................................................13 Section 2.3Indenture Constitutes Contract................................................................................14 Section 2.4Form and Execution.................................................................................................14 Section 2.5Authentication..........................................................................................................14 Section 2.6Mutilated, Lost, Stolen or Destroyed Bonds............................................................14 Section 2.7Transfer and Exchange of Bonds; Persons Treated as Owners; Restrictions on Transfer...............................................................................................................15 Section 2.8Temporary Bonds....................................................................................................16 Section 2.9Delivery of Bonds....................................................................................................16 Section 2.10Establishment of Junior Loan Fund and Capitalized Interest Account; Application of Bond Proceeds and Other Money; Assignment of Junior Loan to Trustee........................................................................................................17 Section 2.11Subordination...........................................................................................................17 ARTICLE III REDEMPTION OF BONDS PRIOR TO MATURITY Section 3.1Redemption of Bonds Prior to Maturity..................................................................19 Section 3.2Selection of Bonds for Redemption.........................................................................20 Section 3.3Notice of Redemption..............................................................................................20 Section 3.4Effect of Notice of Redemption...............................................................................20 ARTICLE IV REVENUES AND FUNDS Section 4.1Pledge of Revenues and Assets; Establishment of Funds........................................21 Section 4.2Junior Loan Fund and Capitalized Interest Account................................................21 Section 4.3Application of Revenues..........................................................................................22 Section 4.4Application of Bond Fund.......................................................................................22 Section 4.5Reserved...................................................................................................................23 Section 4.6Reserved...................................................................................................................23 Section 4.7Reserved...................................................................................................................23 Section 4.8Investment of Funds.................................................................................................23 Section 4.9Money Held for Particular Bonds; Funds Held in Trust..........................................23 Section 4.10Accounting Records.................................................................................................23 Section 4.11Amounts Remaining in Funds.................................................................................23 Section 4.12Cost of Issuance Fund..............................................................................................24 2016-03-08 Agenda Packet Page 111 ii ARTICLE V GENERAL COVENANTS AND REPRESENTATIONS Section 5.1Payment of Principal and Interest............................................................................24 Section 5.2Performance of Covenants.......................................................................................24 Section 5.3Representations and Warranties of the Issuer..........................................................24 Section 5.4Inspection of Project Books.....................................................................................25 Section 5.5Damage, Destruction or Condemnation...................................................................25 Section 5.6Tax Covenants.........................................................................................................25 ARTICLE VI DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS Section 6.1Events of Default.....................................................................................................26 Section 6.2Acceleration; Other Remedies Upon Event of Default............................................27 Section 6.3Rights of Bondholders.............................................................................................28 Section 6.4Waiver by Issuer......................................................................................................28 Section 6.5Application of Money After Default........................................................................29 Section 6.6Reserved...................................................................................................................29 Section 6.7Remedies Vested in Trustee....................................................................................30 Section 6.8Remedies of Bondholders........................................................................................30 Section 6.9Termination of Proceedings.....................................................................................30 Section 6.10Waivers of Events of Default...................................................................................30 Section 6.11Notice to Bondholders if Default Occurs.................................................................31 ARTICLE VII CONCERNING THE TRUSTEE Section 7.1Standard of Care......................................................................................................31 Section 7.2Reliance Upon Documents......................................................................................32 Section 7.3Use of Proceeds.......................................................................................................34 Section 7.4Trustee May Hold Bonds.........................................................................................34 Section 7.5Trust Imposed..........................................................................................................34 Section 7.6Compensation of Trustee.........................................................................................35 Section 7.7Qualifications of Trustee.........................................................................................35 Section 7.8Merger of Trustee....................................................................................................36 Section 7.9Resignation by the Trustee......................................................................................36 Section 7.10Removal of the Trustee............................................................................................36 Section 7.11Appointment of Successor Trustee..........................................................................37 Section 7.12Concerning Any Successor Trustee.........................................................................37 Section 7.13Successor Trustee as Trustee, Paying Agent and Bond Registrar...........................37 Section 7.14Appointment of Co-Trustee or Separate Trustee.....................................................37 Section 7.15Notice of Certain Events..........................................................................................39 Section 7.16Reserved...................................................................................................................39 Section 7.17Filing of Financing Statements................................................................................39 2016-03-08 Agenda Packet Page 112 iii ARTICLE VIII SUPPLEMENTAL INDENTURES AND AMENDMENTS OF CERTAIN DOCUMENTS Section 8.1Supplemental Indentures Not Requiring Consent of Bondholders..........................40 Section 8.2Supplemental Indentures Requiring Consent of Bondholders.................................40 Section 8.3Amendments to Junior Loan Agreement Not Requiring Consent of Bondholders.............................................................................................................41 Section 8.4Amendments to Junior Loan Agreement Requiring Consent of Bondholders........42 Section 8.5Consent of Holders of Senior Governmental Lender Notes....................................42 Section 8.6Opinion of Bond Counsel Required.........................................................................42 ARTICLE IX SATISFACTION AND DISCHARGE OF INDENTURE Section 9.1Discharge of Lien.....................................................................................................43 Section 9.2Reserved...................................................................................................................44 Section 9.3Discharge of Liability on Bonds..............................................................................44 Section 9.4Payment of Bonds After Discharge of Indenture.....................................................44 Section 9.5Deposit of Money or Securities With Trustee.........................................................44 ARTICLE X INTENTIONALLY OMITTED ARTICLE XI MISCELLANEOUS Section 11.1Consents and Other Instruments of Bondholders....................................................45 Section 11.2Reserved...................................................................................................................45 Section 11.3Limitation of Rights.................................................................................................45 Section 11.4Severability..............................................................................................................45 Section 11.5Notices.....................................................................................................................46 Section 11.6Reserved...................................................................................................................48 Section 11.7Trustee as Paying Agent and Bond Registrar..........................................................48 Section 11.8Payments Due on Non-Business Days.....................................................................48 Section 11.9Counterparts.............................................................................................................48 Section 11.10Laws Governing Indenture and Administration of Trust.........................................48 Section 11.11No Recourse.............................................................................................................49 EXHIBIT AFORM OF JUNIOR BOND EXHIBIT BFORM OF PURCHASER’S LETTER EXHIBIT CCOST OF ISSUANCE REQUISITION EXHIBIT DJUNIOR LOAN FUND REQUISITION 2016-03-08 Agenda Packet Page 113 JUNIOR INDENTURE OF TRUST THIS JUNIOR INDENTURE OF TRUST (this “Indenture”), made and entered into as of March 1, 2016, by and between the CHULA VISTA HOUSING AUTHORITY (the “Issuer”), a public body, corporate and politic, organized and existing under the laws of the State of California (the “State”), and U.S. Bank National Association, a national banking association organized and existing under and by virtue of the laws of the United States of America, qualified to accept and administer the trusts hereby created (together with any successor trustee hereunder and their respective successors and assigns, the “Trustee”); W I T N E S S E T H: WHEREAS, the Issuer is authorized by Chapter1 of Part2 of Division24 of the California Health and Safety Code (the “Act”), to issue one or more series of its revenue bonds and loan the proceeds thereof to finance, among other things, the acquisition, construction and development of multifamily rental housing for persons and families of low or moderate income; and WHEREAS, pursuant to the Act and this Indenture, the Issuer proposes to finance the acquisition, construction and development of an 122-unitplus one manager unitmultifamily rental housing development to be located within the City of Chula Vista, California to be known as Volta Apartment Homes (as more particularly described herein, the “Project”); WHEREAS, in order to provide a portion of the funds necessary to finance the Project, pursuant to and in accordance with the Act, the Issuer has entered into a Funding Loan Agreement, by and among the Issuer, U.S. Bank National Association, as Fiscal Agent(the “Senior Fiscal Agent”) and Citibank, N.A. (the “Senior Funding Lender”), dated as of March 1, 2016 (the “Senior Funding Loan Agreement”) under which the Senior Funding Lender agrees to advance funds (the “Senior Funding Loan”) to or for the account of the Issuer, and, pursuant to a Borrower Loan Agreement, by and between the Issuer and G Street SeniorsCIC, LP, a California limited partnership (the “Borrower”), dated as of March 1, 2016 (the “Senior Borrower Loan Agreement”), the Issuer agrees to apply the proceeds of the Senior Funding Loan to make a loan (the “Senior Borrower Loan,” and, together with the Senior Funding Loan, the “Senior Loans”) to the Borrower to finance the acquisition, construction and equipping of the Project; WHEREAS, the Issuerhas executed and delivered a Governmental Note in the amount of the Senior Funding Loan evidencing its obligation to repay the Senior Funding Loan pursuant to the terms of the Senior Funding Loan Agreement (the “Senior Governmental Lender Note”), and the Borrower has executed and delivered a Borrower Note in the amount of the Borrower Loan evidencing its obligation to repay the Senior Borrower Loan pursuant to the terms of the Senior Borrower Loan Agreement (the “Senior Borrower Note,” and, together with the Senior Governmental Lender Note, the Senior Loans, the Senior Funding Loan Agreement, the Senior Borrower Loan and the Senior Borrower Loan Agreement, the “Senior Obligations”); and WHEREAS, pursuant to and in accordance with the Act, the Issuer has authorized and undertaken to issue revenue bonds to be designated Junior Multifamily Housing Revenue Bonds (VoltaApartment Homes) Junior Series 2016B-3, in the original aggregate principal amount of $________ (the “Bonds”) pursuant to this Indenture in orderto provide a portion of the funds necessary to finance the Project; 2016-03-08 Agenda Packet Page 114 2 WHEREAS, the Issuer has duly entered into a Junior Loan Agreement of even date herewith (the “Junior Loan Agreement”) with the Borrower and the Trustee specifying the terms and conditionsunder which it will issue the Bonds and use the proceeds of the sale thereof to make a mortgage loan in the original aggregate principal amount of $________ (the “Junior Loan”), to the Borrower for the financing of the Project, evidenced by a Junior Promissory Note (the “Junior Note”), endorsed by the Issuer to the Trustee pursuant to this Indenture; WHEREAS, to secure the Borrower’s obligations under the Junior Note, the Borrower will execute and deliver to the Issuer a Junior Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated as of even date herewith (the “Junior Mortgage”) with respect to the Project, which Junior Mortgage will be assigned to the Trustee; and WHEREAS, to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof and of the interest thereon, the Issuer has authorized the execution and delivery of thisIndenture; and WHEREAS, the Issuer has determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Issuer, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal limited obligations of the Issuer, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth, in accordance with its terms, have been done and taken, and the execution and delivery of this Indenture have been in all respects duly authorized; WHEREAS, the Trustee has trust powers and the power and authority to enter into this Indenture, to accept trusts generally and to accept and execute the trust created by this Indenture; the Trustee has accepted the trust so created and, to evidence such acceptance, has joined in the execution of this Indenture. NOW, THEREFORE, the Issuer, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds by the holders and owners thereof, and for other good and valuable consideration, the receipt of which is hereby acknowledged, to secure the payment of the principal of, and interest on the Bonds according to their tenor and effect, and the performance and observance by the Issuer of all the covenants expressed or implied herein and in the Bonds, does hereby grant, bargain, sell, convey, pledge and assign a security interest, unto the Trustee, and its successors in trust and its and their assigns in and to the following (said property being herein referred to as the “Trust Estate”), to wit: GRANTING CLAUSE FIRST All right, title and interest of the Issuer in and to all Revenues. GRANTING CLAUSE SECOND All right, title and interest of the Issuer in and to the Junior Loan Agreement, the Junior Note and the Junior Mortgage (other than the Unassigned Rights), including all extensions and renewals of the terms thereof, if any, including, but without limiting the generality of the foregoing, the present and continuing right to receive, receipt for, collect or make claim for any of the money, income, revenues, issues, profits and other amounts payable or receivable thereunder (including all casualty 2016-03-08 Agenda Packet Page 115 3 insurance benefits or condemnation awards subject to the interests of theholders of the Senior Obligations), whether payable under the above-referenced documents or otherwise, to bring actions and proceedings thereunder or for the enforcement thereof, and to do any and all things which the Issuer or any other Person is or may become entitled to do under said documents. GRANTING CLAUSE THIRD All funds, money and securities and any and all other rights and interests in property whether tangible or intangible from time to time hereafter by delivery or by writing of any kind, conveyed, mortgaged, pledged, assigned or transferred as and for additional security hereunder for the Bonds by the Issuer or by anyone on its behalf or with its written consent to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof. TO HAVE AND TO HOLD, all the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and its successors in said trust and to them and their assigns forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal and proportionate benefit, security and protection of all Holders of the Bonds issued under and secured by this Indenture without privilege, priority or distinction as to lien or otherwise of any of the Bonds over any of the other Bonds, except as set forth in this Indenture; PROVIDED, HOWEVER, that if the Issuer or its successors or assigns shall pay or cause to be paid to the Holders of the Bonds the principal, interest and, to become due thereon at the times and in the manner provided in ArticleIX hereof, and if the Issuer shall keep, perform and observe, or cause to be kept, performed and observed, all of its covenants, warranties and agreements contained herein, then these presents and the estate and rights hereby granted shall, at the option of the Issuer, cease, terminate and be void, and thereupon the Trustee shall cancel and discharge the lien of this Indenture and execute and deliver to the Issuer such instruments in writing as shall be requisite to satisfy the lien hereof, and, subject to the provisions of Sections4.09, 4.11 and 4.12 hereof and ArticleIX hereof, reconvey to the Issuer the estate hereby conveyed, and assign and deliver to the Issuer any property at the time subject to the lien of this Indenture which may then be in its possession; otherwise this Indenture to be and remain in full force and effect and upon the trusts and subject to the covenants and conditions hereinafter set forth. AND IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto, that the terms and provisions upon which the Bonds are to be issued, executed, authenticated, delivered and secured, and the trusts and conditions upon which the Trust Estate is to be held and disposed of, which said trusts and conditions the said Trustee hereby accepts and agrees to discharge, are as follows (except that in the performance of the agreements of the Issuer herein contained, any obligation it may thereby incur for the payment of money shall not be a general obligation of the Issuer nor a debt or pledge of the faith and credit of the Issuer or the State, but shall be payable solely from the revenues and funds pledged for its payment in accordance with this Indenture): 2016-03-08 Agenda Packet Page 116 4 ARTICLE I DEFINITIONS Section 1.1 Definitions. Terms used herein and not otherwise defined shall have the meaning provided in the Indenture. The terms used in this Indenture (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified below: “Act” means Chapter1 of Part2 of Division24 of the California Health and Safety Code, as now in effect and as it may from time to time hereafter be amended and supplemented. “Authorized Amount” shall mean $________, the principal amount of Bonds authorized to be issued under this Indenture. “Authorized Denomination”means $100,000 or any dollar amount in excess thereof. “Authorized Officer” means (a)when used with respect to the Issuer, Chairperson, Vice Chairperson, or Executive Director or Treasurer of the Issuer and such additional Person or Persons, if any, duly designated by the Issuer in writing to act on its behalf (b)when used with respect to the Borrower, any general partner of the Borrower and such additional Person or Persons, if any, duly designated by the Borrower in writing to act on its behalf, and (c)when used with respect to the Trustee, any authorized signatory of the Trustee, or any Person who is authorized in writing to take the action in question on behalf of the Trustee. “Bond Counsel” means (i)on the Closing Date, the law firm or law firms delivering the approving opinion(s) with respect to the Bonds, or (ii)any other firm of attorneys selected by the Issuer that is experienced in matters relating to the issuance of obligations by states and their political subdivisions that is listed as municipal bond attorneys in The Bond Buyer’s Municipal Marketplace. “Bond Fund” means the Bond Fund established by the Trustee pursuant to Section4.01 hereof. “Bond Payment Date” means (i)prior to the Junior Bonds Conversion Date, the first Thursday of each month, commencing April 7, 2016, (ii)on and after the Junior Bonds Conversion Date, June1 and December1, (iii)any date on which the Bonds are subject to mandatory redemption pursuant to the provisions hereof, and (iv)the Maturity Date. “Bond Purchase Agreement” shall mean the Junior Bond Purchase Agreement by and among the Issuer, the Bondholder Representative and the Borrower executed in connection with the Bonds. “Bond Rate” means (i) 9.00% per annum from the Closing Date to but excluding the Junior Bonds Conversion Date; and (ii)8.00% per annum from the Junior Bonds Conversion Date to the Maturity Date (collectively, the “Base Rate”); provided that, following an Event of Default hereunder the Bond Rate shall equal the Default Rate. “Bond Register” means the books or other records maintained by the Bond Registrar setting forth the registered Holders from time to time of the Bonds. 2016-03-08 Agenda Packet Page 117 5 “Bond Registrar” means the Trustee acting as such, and any other bond registrar appointed pursuant to this Indenture. “Bond Resolution”means the resolution adopted by the Issuer authorizing the issuance of the Bonds. “Bondholder” or “Holder” or “Owner” means any Person who shall be the registered owner of any Outstanding Bond or Bonds. “Bondholder Representative” means any Person appointed to such position by written instrument signed by 100% of the Holders of the Outstanding Bonds. If at any time there is no appointed Bondholder Representative, the Servicer shall be deemed to be the Bondholder Representative. If there is no appointed Bondholder Representative and no Servicer, the Holder of a majority or plurality of the Outstanding Bonds shall be deemed to be the Bondholder Representative. The initial Bondholder Representative is ________________________, a ____________________. “Bonds” means the Chula Vista Housing Authority Junior Multifamily Housing Revenue Bonds (VoltaApartment Homes) Junior Series 2016B-3issued pursuant to the provisions of this Indenture. “Borrower” means G Street SeniorsCIC, LP, a California limited partnership, or any of its permitted successors or assigns, as owner of the Project. “Business Day” means any day other than (a)a Saturday, (b)a Sunday, (c)a day on which the Federal Reserve Bank of NewYork is authorized or obligated by law or executive order to remain closed, (d)a day on which thePrincipal Office of the Bondholder Representative is closed, or (e)a day on which (i)banking institutions in the City of NewYork or in the city in which the Principal Office of the Trustee or the Bondholder Representative is located are authorized or obligated by law or executive order to be closed or (ii)the NewYork Stock Exchange is closed. “Capitalized Interest Account” shall mean the Capitalized Interest Account of the Junior Loan Fund created pursuant to Section2.10 herein. “Cash Flow” has the meaning set forth inthe Partnership Agreement. “Certificate of the Issuer” and “Request of the Issuer” mean, respectively, a written certificate or request signed in the name of the Issuer by an Authorized Officer of the Issuer or such other Person as may be designated and authorized to sign for the Issuer. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more socombined shall be read and construed as a single instrument. “Closing Date” means March___, 2016, the date of issuance of the Bonds. “Code” means the Internal Revenue Code of 1986 and the regulations promulgated thereunder. “Compliance Period” has the meaning set forth in the Partnership Agreement. “City” means the City of Chula Vista, California. 2016-03-08 Agenda Packet Page 118 6 “Default Rate” shall mean a rate per annum equal to the lesser of (i)the maximum interest rate that may be paid on the Bonds under State law, currently twelve percent per annum (12%), or (ii)the Base Rate plus five (5) percentage points, and shall compound monthly. “Deferred Development Fee” means any part of the Development Fee (as defined in the Partnership Agreement) together with any interest thereon not paid by the Completion Date (as defined in the Partnership Agreement) and payable out of Cash Flow in accordance with the terms of the Partnership Agreement. “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 Section147(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. “Electronic Notice” means delivery of notice in a Word format or a Portable Document Format (PDF) by electronic mail to the electronic mail addresses listed in Section11.05 hereof; provided, that if a sender receives notice that the electronic mail is undeliverable, notice must be sent as otherwise required by Section11.05 hereof. “Enforcement Action”shall have the meaning given to that term in the Subordination Agreement. “Equity Partner” shall mean Raymond James California Housing Opportunities FundV L.L.C., a Florida limited liability company. “Event of Default” or “event of default” means any of those events specified in and defined by the applicable provisions of ArticleVI hereof to constitute an event of default. “Extraordinary Services” means and includes, but not by way of limitation, services, actions and things carried out and all expenses incurred by the Trustee in respect of or to prevent default under this Indenture or the Junior Loan Documents, including any reasonable attorneys’ or agents’ fees and expenses and other litigation costs that are entitled to reimbursement under the terms of the Junior Loan Agreement, and other actions taken and carried out by the Trustee which are not expressly set forth in this Indenture or the Junior Loan Documents. “Government Obligations”means investments meeting the requirements of clauses (a) or (b) of the definition of “Qualified Investments” herein. 2016-03-08 Agenda Packet Page 119 7 “Indenture” means this Junior Indenture of Trust, as the same may be amended, modified or supplemented from time to time. “Issuer” means the Chula Vista Housing Authority, a public instrumentality and political subdivision of the State of California, and its successors and assigns. “Junior Agreement of Environmental Indemnification” shall mean the Junior Agreement of Environmental Indemnification, dated as of the date thereof, executed by the Borrower and the Guarantor for the benefit ofthe Issuer, the Trustee, the Bondholder Representative, and any lawful holder, owner or pledgee of the Junior Note from time to time. “Junior Bonds Conversion Date”shall mean March1, 2018. “Junior Completion Guaranty” shall mean the Junior Completion Guaranty, dated as of the date of this Indenture, by Emmerson Construction, Inc. “Junior Completion and Repayment Guaranty”shall mean the Junior Completion and Repayment Guaranty, dated as of the date of this Indenture, by Chelsea Investment Corporation. “Junior Exceptions to Non-Recourse Guaranty” shall mean the Junior Exceptions to Non-Recourse Guaranty, dated as of the date of this Indenture, by Chelsea Investment Corporation. “JuniorLoan” means the loan made by the Issuer to the Borrower in the originalprincipal amount of $________ pursuant to the Junior Loan Agreement. “Junior Loan Agreement” means the Junior Loan Agreement dated as of the date hereof among the Borrower, the Issuer and the Trustee, as such Junior Loan Agreement may from time to time beamended or supplemented. “Junior Loan Documents”means, collectively, this Indenture, the Junior Loan Agreement, the Junior Note, the Junior Mortgage, the Bond Purchase Agreement, the Junior Exceptions to Non- Recourse Guaranty, the Junior Agreement of Environmental Indemnification, the Junior Completion Guaranty, the Junior Completion and Repayment Guaranty, and all other documents securing the Junior Loan. “Junior Loan Fund” means the Junior Loan Fund created pursuant to Section2.10 herein. “Junior Mortgage” means the Junior Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated as of the date hereof, together with all riders and addenda thereto, granting a first priority mortgage and security interest in the Project to the Issuer to secure the repayment of the Junior Loan which Junior Mortgage has been assigned by the Issuer to the Trustee as the same may be amended, supplemented or restated. “Junior Note” means the Junior Promissory Note dated the Closing Date from the Borrower, including all riders and addenda thereto, evidencing the Borrower’s obligation to repay the Junior Loan, as the same may be amended, supplemented or restated from time to time, which Junior Promissory Note will be delivered to the Issuer and endorsed by the Issuer to the Trustee. “Maturity Date” March 1, 2061. 2016-03-08 Agenda Packet Page 120 8 “Net Proceeds”,when used with respect to any insurance proceeds or condemnation award with respect to the Project, shall mean the amount remaining (i)after deducting from the gross proceeds thereof all expenses (including attorneys’ fees) incurred in the collection of such proceeds or award and (ii)after applying such amounts as set forth in the Senior Loan Documents. “Outstanding” when used with respect to the Bonds or “Bonds Outstanding” means, as of any date, all Bonds that have been duly authenticated and deliveredby the Trustee under this Indenture, except: (a)Bondssurrendered and replaced upon exchange or transfer, or cancelled because of payment or redemption, at or prior to such date; (b)Bonds for the payment, redemption or purchase for cancellation of which sufficient money has been deposited prior to such date with the Trustee (whether upon or prior to the maturity, amortization or redemption date of any such Bonds), or which are deemed to have been paid and discharged pursuant to the provisions of Section9.01 hereof; provided that if such Bonds are to be redeemed prior to the maturity thereof, other than by scheduled amortization, notice of such redemption shall have been given or arrangements satisfactory to the Trustee shall have been made therefor, or waiver of such notice satisfactory in form to the Trustee shall have been filed with the Trustee; and (c)Bonds in lieu of which others have been authenticated (or payment, when due, of which is made without replacement) under Section2.06 hereof. “Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of the Borrower, dated as of March___, 2016. “Person” means an individual, a corporation, a partnership, an association, a joint stock company, a joint venture, a trust, an unincorporated association, a limited liability company or a government or any agency or political subdivision thereof, or any other organization or entity (whether governmental or private). “Principal Office of the Trustee” means the office of the Trustee referenced in Section 11.05(a) hereof, or such other office or offices as the Trustee may designate in writing from time to time, or the office of any successor Trustee where it principally conducts its business of serving as trustee under indentures pursuant to which municipal or governmental obligations are issued. “Project” means, collectively, the land and residential rental apartment units, and related fixtures, equipment, furnishings and site improvements known as “VoltaApartment Homes” located in Chula Vista, California, including the real estate described in the Junior Mortgage. “Qualified Investments” means any of the following if and to the extent permitted by law: (a)direct and general obligations of the UnitedStates of America; (b)obligations of any agency or instrumentality of the United States of America the payment of the principal of and interest on which are unconditionally guaranteed by the full faith and credit of the United States of America; (c)senior debt obligations of Freddie Mac; (d)senior debt obligations of Fannie Mae; (e)demand deposits or time deposits with, or certificates of deposit issued by, the Trustee or its affiliates or any bank organized under the laws of the United States of America or any state or the District of Columbia 2016-03-08 Agenda Packet Page 121 9 which has combined capital, surplus and undivided profits of not less than $50,000,000; provided that the Trustee or such other institution has been rated at least “VMIG-1”/”A-2+” by Moody’s/S&P or which deposits or certificates are fully insured by the Federal Deposit Insurance Corporation or collateralized pursuant to the requirements of the Office of the Comptroller of the Currency; (f)investment agreements with Freddie Mac or a bank or any insurance company or other financial institution which has a rating assigned by Moody’s/S&P to its outstanding long-term unsecured debt which is the highest rating (as defined below) for long-term unsecured debt obligations assigned by Moody’s/S&P, and which are approved by the Bondholder Representative; or (g)any other investments approved in writing by the Bondholder Representative. For purposes of this definition, the “highest rating” shall mean a rating of at least “VMIG-1”/”A-1+” for obligations with less than oneyear maturity; at least “Aaa”/”VMIG-1”/”AAA”/”A-1+” for obligations with a maturity of oneyear or greater but less than threeyears; and at least “Aaa”/”AAA” for obligations with a maturity of threeyears or greater. Qualified Investments must be limited to instruments that have a predetermined fixed-dollar amount of principal due at maturity that cannot vary or change and interest, if tied to an index, shall be tied to a single interest rate index plus a single fixed spread, if any, and move proportionately with such index. “Record Date” meansthe 15th day of the month preceding the month in which any Bond Payment Date falls. “Regulatory Agreement” means the Regulatory Agreement and Declaration of Restrictive Covenants dated as of March1, 2016 by and between the Issuer and the Borrower with respect to the Project. “Responsible Officer” means any officer of the Trustee employed within or otherwise having regular responsibility in connection with the corporate trust department of the Trustee and the trusts created hereunder. “Revenue Fund” means the Revenue Fund established by the Trustee pursuant to Section 4.01 hereof. “Revenues” means (a)following the Junior Bonds Conversion Date 50% of available Cash Flow, until any Deferred Development Fee relating to the Project is paid off, and thereafter,75% of available Cash Flow, in each case with respect to the Junior Loan pursuant to the Junior Loan Agreement, the Junior Note or the Junior Mortgage, including any proceeds from a sale or exchange of any assets of the Borrower, any financing or refinancing of the Project, or any other transaction proceeds, all casualty or other insurance benefits and condemnation awards paid in connection therewith (subject in all events to the interests of the holders of any of Senior Obligations in connection with the Senior Obligations), and (b)all money and securities held by the Trustee in the funds and accounts established pursuant to this Indenture, together with all investment earnings thereon (collectively, “Annual Revenues”). Notwithstanding the foregoing, “Revenues” for (a)the December1 payments to be made in accordance with this Indenture, shall mean an estimated amount equal to 50% of Annual Revenues for such fiscal year, and (b)the June1 payments to be made in accordance with this Indenture, shall mean an amount equal to Annual Revenues for the prior fiscal year minus the amount of the December1 payment paid for such prior fiscal year. “Senior Borrower Loan” means the Borrower Loan as defined in the Senior Borrower Loan Agreement. 2016-03-08 Agenda Packet Page 122 10 “Senior Borrower Loan Agreement”means the Borrower Loan Agreement, by and between the Issuer and the Borrower, dated as of March 1, 2016, pursuant to which the Senior Borrower Loan is made. “Senior Borrower Note” means the promissory note executed and delivered by the Borrower in connection with the Senior Borrower Loan. “Senior Fiscal Agent” means U.S. Bank National Association, as fiscal agent under the Senior Funding Loan Agreement and Senior Borrower Loan Agreement “Senior Funding Lender” means Citibank, N.A., as Funding Lender under the Senior Funding Loan Agreement. “Senior Funding Loan” means the Funding Loan as defined in the Senior Funding Loan Agreement. “Senior Funding Loan Agreement” means the Funding Loan Agreement, by and among the Senior Funding Lender, the SeniorFiscal Agent and the Issuer, dated as of as of March 1, 2016, pursuant to which the Senior Funding Loan is made. “Senior Governmental Lender Note” means the promissory note executed and delivered by the Issuer in connection with the Senior Funding Loan. “Senior Loan Documents” means the Funding Loan Documents as defined in the Funding Loan Agreement. “Senior Loans” means the Senior Funding Loan as evidenced by the Senior Governmental Lender Note and the Senior Borrower Loan as evidenced by the Senior Borrower Note. “Senior Loans and Property Items” means and includes, with respect to the Senior Loans and the Project securing the Senior Loans, for any period, each of the following: (a) all debt service, including interest expense and the amortization of allprincipal coming due in respect of the Senior Loans and the Senior Obligations during such period (whether by maturity, mandatory sinking fund payment, redemption, acceleration or otherwise); (b) all operating, overhead, ownership and other expenditures (whether ordinary, capital or extraordinary expenditures (other than those paid from the excluded sources of gross revenues in the definition of Cash Flow, 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 Project, further including, without limitation, insurance, taxes (including property taxes), assessments and other public charges and all expenditures (capital or otherwise) required for the proper maintenance of the Project in accordance with the Senior Loan Documents (excluding (A) fees or other payments made to the Borrower or any of its affiliates in excess of market rates, and (B) fees, compensation or charges paid to any General Partner of the Borrower or any of its affiliates (other than a management fee not to exceed 5% of gross rent and any Deferred Development Fee owed to the developer, any incentive management fee to the manager and fees and amounts payable to the Investor Limited Partner pursuant to the Partnership Agreement); (c) all other senior claims, including all fees, costs and expenses payable pursuant to the Senior Loan Documents and the Senior Obligations; (d) all other obligations under the Senior Loan Documents and the Senior Obligations, including, but not limited to, the payment of all fees, costs and expenses and other expenditures 2016-03-08 Agenda Packet Page 123 11 (whether for capital expenditures, repairs or replacements (other than those paid from the excluded sources of gross revenues in the definition of Cash Flow, 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 requiredunder the Senior Loan Documents (including, but not limited to, replacement reserves, capital reserves, reserves for taxes, insurance, water and sewer charges and other similar impositions), operating reserves and interest rate hedge reserves; (e) all obligations of the Borrower under the Senior Loan Documents in respect of the Senior Loans and the Senior Obligations; and (f) all other amounts that the Borrower is required to pay or set aside pursuant to agreement, but excluding depreciation and amortization of intangibles. “Senior Notes” means, collectively, the Senior Governmental Lender Note and the Senior Borrower Note. “Senior Obligations” means and includes, collectively, and without limitation, each of the following: (a) all debt service payments (including, but not limited to, interest and principal, whether at maturity or by mandatory sinking fund payments, redemption, acceleration or otherwise) on the Senior Notes and the Senior Loans, (b) all obligations of the Borrower and the Issuer under the Senior Loan Documents, (c) all obligations in respect of all Senior Loans and Property Items and (d) all fees, costs, expenses of the Senior Fiscal Agent under the Senior Loan Documents and of the Servicer under the Senior Loan Documents; “Senior Mortgage” has the meaning given the term Security Instrument in the Senior Funding Loan Agreement. “Senior Security” has the meaning given the term Security in the Senior Funding Loan Agreement. “Servicer” means the Servicer under and as defined in the Senior Funding Loan Agreement. “Sophisticated Investor” means (1)a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”); (2)an “accredited investor” as defined in Sections 501(a)(1) through (3)of Regulation D promulgated under the Securities Act; (3)an entity that is directly or indirectly wholly owned or controlled by or under common control with the holder of the Bonds; (4)an entity all of the investors in which are described in (1), (2) or (3) above; or (5) a custodian or trustee for a party described in (1), (2) or (3) above. “Subordination Agreement” means the Subordination and Intercreditor Agreement, dated as of March 1, 2016, by and between the Trustee and the Senior FundingLender. “State” means the State of California. “Tax Certificate” shall has the meaning given that term in the Funding Loan Agreement.. “Trustee” means U.S. Bank National Association and its successors in trust hereunder. “Trust Estate” shall have the meaning given to that term in the Granting Clauses. “Unassigned Rights” means all of the rights of the Issuer and its directors, officers, commissioners, elected officials, attorneys, accountants, employees, agents and consultants to be held harmless and indemnified, to be paid its fees and expenses, to give or withhold consent to 2016-03-08 Agenda Packet Page 124 12 amendments, changes, modifications and alterations, to receive notices and the right to enforce such rights. Section 1.2 Interpretation. The words “hereof,” “herein,” “hereunder,” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise indicate. All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as in effect from time to time. References to Articles, Sections, and other subdivisions of this Indenture are to the designated Articles, Sections and other subdivisions of this Indenture as originally executed. The headings of this Indenture are for convenience only and shall not define or limit the provisions hereof. ARTICLE II THE BONDS Section 2.1 The Bonds. (a)The Bonds are hereby authorized to be issued hereunder as revenue bonds of the Issuer in accordance with the Bond Resolution. The Bonds are hereby authorized to be designated “Chula Vista Housing Authority Junior Multifamily Housing Revenue Bonds (Volta Apartment Homes) Junior Series 2016B-3” in the original aggregate principal amount of $________. The Bonds shall be fully registered as to principaland interest, without coupons, and shall be numbered by series, if any, in the manner and with any additional designation as the Trustee, as Bond Registrar, deems necessary for the purpose of identification. All of the Bonds are equally and ratably secured. Bonds issued on the Closing Date shall be dated such date; Bonds issued after the Closing Date shall be dated the date they are authenticated by the Trustee. The Bonds shall be due and payable in full on the Maturity Date. (b)The Bonds shall be issued in Authorized Denominations and shall bear interest at the Bond Rate. Payment of the principal of and interest on the Bonds shall be payable on each Bond Payment Date, solely from Revenues received by the Trustee pursuant to the provisions of the Junior Note and the Junior Loan Agreement; provided, however, such payments shall be first applied to the payment of the interest on the Bonds due payable on such Bond Payment Date. Unpaid principal of and interest on the Bonds, and other overdue amounts under this Indenture, shall accrue interest at the Bond Rate. (1)From the Closing Date until the Junior Bonds Conversion Date, Interest on the Bonds shall be computed on the basis of a 360-day year of twelve months. Interest on the Bonds shall be payable on each BondPayment Date, in each case from the Bond Payment Date next preceding the date of authentication thereof to which interest has been paid or duly provided for, unless the date of authentication is an Bond Payment Date to which interest has been paid or duly provided for, in which case from the date of authentication of the Bond, or unless no interest has been paid or duly provided for on the Bonds, in which case from the Closing Date, until payment of the principal of the Bond has been made or duly provided for. Notwithstanding the foregoing, if a Bond is authenticated after a Record Date and before the following Bond Payment Date, such Bond shall bear interest from such Bond Payment Date; provided, however, that if there shall be a default 2016-03-08 Agenda Packet Page 125 13 in the payment ofinterest due on such Bond Payment Date, then the Bonds shall bear interest from the next preceding Bond Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for on the Bonds, from the ClosingDate. (2)Commencing with the Junior Bonds Conversion Date, unpaid principal of and interest on the Bonds, and other overdue amounts under this Indenture, shall accrue interest at the Bond Rate and interest shall be computed on the basis of actual days elapsed in a 365- (or 366-) day year, as applicable, compounding semi-annually on June1 and December1 of each year after Junior Bonds Conversion Date until the Maturity Date or the date of redemption prior thereto. (c)The Person in whose name any Bond is registered on the Record Date with respect to an Bond Payment Date shall be entitled to receive the interest payable on such Bond Payment Date (unless such Bond has been called for redemption on a redemption date which is prior to such Bond Payment Date) notwithstanding the cancellation of such Bond upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Bond Payment Date. (d)No Bonds may be issued under the provisions of this Indenture except in accordance with this Article. The total principal amount of Bonds that may be issued hereunder, or in substitution for other Bonds pursuant to Section2.06 hereof, is expressly limited to $________. Section 2.2 Limited Obligations. The Bonds are limited obligations of the Issuer, payable solely from the Revenues and other funds and money pledged and assigned hereunder. Neither the Issuer, the State of California (the “State”), nor 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, 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. No recourse shall be had for the payment of the principal of, or interest on any Bond or for any claim based thereon or upon any obligation, covenant or agreement in this Indenture contained, against, the Issuer, any past, present or future member of its governing body, its officers, attorneys, accountants, financial advisors, agents or staff or the officers, attorneys, accountants, financial advisors, agents or staff of any successor public entity, as such, either directly or through the Issuer or any successor public entity, under any rule of law or penalty or otherwise, and all such liability of the Issuer, any member of its governing body and its officers, attorneys, accountants, financial advisors, agents and staff is hereby, and by the acceptance of the Bonds, expressly waived and released as a condition of, and in consideration for, the execution of this Indenture and the issuance of the Bonds. It is recognized that notwithstanding any other provision of this Indenture, neither the Borrower, the Trustee nor any Bondholder shall look to the Issuer for damages suffered by the Borrower, the Trustee or such Bondholder as a result of the failure of the Issuer to perform any covenant, undertaking or obligation under this Indenture, the Junior Loan Agreement, the Bonds or any of the other documents referred to herein, or as a result of the incorrectness of any representation made by the Issuer in any of such documents, nor for any other reason. Although this Indenture 2016-03-08 Agenda Packet Page 126 14 recognizes that such documents shall not give rise to any pecuniary liability of the Issuer, nothing contained in this Indenture shall be construed to preclude in any way any action or proceeding (other than that element of any action or proceeding involving a claim for monetary damages against the Issuer) in any court or before any governmental body, agency or instrumentality or otherwise against the Issuer or any of its officers or employees to enforce the provisions of any of such documents which the Issuer is obligated to perform and the performance of which the Issuer has not assigned to the Trustee or any other person; provided, however, that as a condition precedent to the Issuer proceeding pursuant to this Section2.02, the Issuer shall have received satisfactory indemnification. Section 2.3 Indenture Constitutes Contract. In consideration of the purchase and acceptance of the Bonds issued hereunder by those who shall hold them from time to time, the provisions of this Indenture shall be part of the contract of the Issuer with the Holders of the Bonds and shall be deemed to be a contract between the Issuer and the Holders of the Bonds from time to time. Section 2.4 Form and Execution. The Bonds shall be in substantially the form attached as ExhibitA, with necessary and appropriate variations, omissions and insertions as are customary, permitted or required by this Indenture. The Bonds shall be executed on behalf of the manual or facsimile signature of the Authorized Officer of the Issuer, and attested by the manual or facsimile signature of the Secretary or a Deputy Secretary of the Issuer. Any facsimile signatures shall have the same force and effect as if said officers had manually signed the Bonds. In case any officer of the Issuer whose manual or facsimile signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond such signature or such facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery, and also anyBond may bear the facsimile signatures of, or may be signed by, such Persons as at the actual time of the execution of such Bond shall be the proper officers to sign such Bond although at the date of such Bond such Persons may not have been such officers. Section 2.5 Authentication. No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Indenture unless a certificate of authentication on such Bond, substantially in the form set forth in ExhibitA, shall have been duly executed by an Authorized Officer of the Trustee; and such executed certificate of authentication upon any such Bond shall be conclusive evidence that such Bond has been duly executed, registered, authenticated and delivered under this Indenture. It shall not be necessary that the same Person sign the certificate of authentication on all of the Bonds. Section 2.6 Mutilated, Lost, Stolen or Destroyed Bonds. In the event any Bond is mutilated, lost, stolen or destroyed, the Issuer shall execute and the Trustee shall authenticate a new Bond of like denomination, interest rate, series, maturity and tenor in exchange and substitution for and upon cancellation of such mutilated Bond or in lieu of and in substitution for such lost, stolen or destroyed Bond, upon payment by the Owner thereof of any applicable tax or governmental charge and the reasonable expenses and charges of the Issuer and the Trustee in connection therewith, and in the case of a Bond lost, stolen or destroyed, the filing with the Trustee of evidence satisfactory to it that such Bond was lost, stolen or destroyed, and of the ownership thereof, and furnishing the Issuer and the Trustee with indemnity satisfactory to each of them. In the event any such Bond shall have matured, instead of issuing a duplicate Bond or Bonds the Issuer may pay the same without surrender thereof. 2016-03-08 Agenda Packet Page 127 15 Section 2.7 Transfer and Exchange of Bonds; Persons Treated as Owners; Restrictions on Transfer. The Trustee as Bond Registrar shall cause a Bond Register to be kept for the registration of transfers of Bonds. Any Bond may be transferred only upon an assignment duly executed by the registered Owner or such registered Owner’s duly authorized representative in such form as shall be satisfactory to the Bond Registrar and upon surrender of such Bond to the Trustee for cancellation. Whenever any Bond or Bonds shall be surrendered for transfer, the Issuer shall execute and the Trustee shall authenticate and deliver to the transferee a replacement fully registered Bond or Bonds, of Authorized Denomination orDenominations and for the amount of such Bond or Bonds so surrendered. Any Bond may, in accordance with its terms, be exchanged, at the office of the Trustee, for a new fully registered Bond or Bonds, of the same maturity, of any Authorized Denomination or Denominations and for the aggregate amount of such Bond then Outstanding. In all cases in which Bonds shall be transferred or exchanged hereunder, the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer or exchange shall be paid by the Borrower. The Person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of or on account of the principal of and interest on any such Bond shall be made only to or upon the order of the registered Owner thereof, or such registered Owner’s legal representative, and neither the Issuer nor the Trustee shall be affected by any notice to the contrary. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums to be paid. Neither the Issuer nor the Trustee shall be required to make any such exchange, registration or transfer of Bonds during the period of fifteen (15)days immediately preceding an Bond Payment Date or, in the case of any proposed redemption of Bonds, during the period of fifteen (15)days immediately preceding the selection of Bonds for such redemption and after the giving of notice of redemption, the Trustee is not required to transfer or exchange any Bond or portion thereof which has been called for redemption. Restrictions on Transfer. The following shall apply to all sales and transfers of the Bonds after the applicable initial sale and delivery of the Bonds: (a)The Bonds, in the form attached hereto as ExhibitA, shall be physical certificated instruments, and shall not be held in a book-entry only system unless approved in advance by the Issuer; (b)The Bonds shall be sold in Authorized Denominations; (c)The Bonds shall only be sold and subsequently transferred to Sophisticated Investors, with such Sophisticated Investors executing and delivering an Investor Letter in the form attached as ExhibitBhereto; and 2016-03-08 Agenda Packet Page 128 16 (d)The Trustee shall not authenticate or register a Bond unless it has received a certificate from the Issuer stating that the conditions of this Section2.07 have been satisfied and there shall have been delivered to the Trustee an Investor Letter executed by the transferee of the Bonds; Section 2.8 Temporary Bonds. Until definitive Bonds are ready for delivery, there may be executed, and upon the request of the Issuer the Trustee shall authenticate and deliver, in lieu of definitive Bonds temporary printed, typewritten, engraved or lithographed Bonds, in such denomination or denominations as shall be determined by the Issuer, in fully registered form,in substantially the form hereinabove set forth and with such appropriate omissions, insertions and variations as may be required. If temporary Bonds shall be issued, the Issuer shall cause the definitive Bonds to be prepared and to be executed and delivered to the Trustee, and the Trustee, upon presentation to it, at the Principal Office of the Trustee, of any temporary Bond shall cancel the same and authenticate and deliver in exchange therefor, without charge to the Owner thereof, a definitive Bond or Bonds, as the case may be, of an equal aggregate principal amount, of the same maturities and bearing interest at the same rates as the temporary Bond surrendered. Until so exchanged the temporary Bonds shall in all respects be entitled to the same benefitand security of this Indenture as the definitive Bonds to be issued and authenticated hereunder. Interest on temporary Bonds, when due and payable, if the definitive Bonds shall not be ready for exchange, shall be paid on presentation of such temporary Bonds and notation of such payment shall be endorsed thereon by the Trustee. Section 2.9 Delivery of Bonds. Upon the execution and delivery of this Indenture, the Issuer shall execute and deliver to the Trustee, and the Trustee shall authenticate the Bonds and deliverthem to or upon the order of the Issuer upon receipt by the Trustee of the following: (a)executed counterparts of this Indenture, the Junior Loan Agreement, the Regulatory Agreement, and the Tax Certificate; (b)an opinion of Bond Counsel to the effect that the Bonds are valid and binding special obligations of the Issuer; (c)proceeds of the Bonds, together with accrued interest thereon, if any; (d)the Junior Note; (e)a copy of the Junior Mortgage; (f)an opinion of counsel to the Borrower to the effect that the Borrower is duly organized and validly existing and in good standing under the laws of the state in which it has been organized and in good standing under the laws of each other state in which the Borrower transacts business and has full power and authority to enter into the agreements described herein to which it is a party, that its execution and delivery of and performance of its covenants in such agreements do not contravene law or any provision of any other agreement to which it is a party or by which it or such property is bound or affected, and that all such agreements have been duly authorized, executed and delivered by the Borrower, and are legal, valid and binding agreements of the Borrower enforceable against the Borrower in accordance with their respective terms; 2016-03-08 Agenda Packet Page 129 17 (g)an opinion of Bond Counsel to the effect that the interest on the Bonds, under laws in effect on the date of such opinion, is excluded from gross income for federal income tax purposes and, where applicable, for State income tax purposes; (h)a certified copy of the Bond Resolution; (i)evidence satisfactory to the Trustee that the Senior Notes have been issued and delivered to the initial purchasers thereof; and (j)the written request and authorization to the Trustee by the Issuer to authenticate and deliver theBonds in accordance with the provisions of this Indenture; Section 2.10 Establishment of Junior Loan Fund and Capitalized Interest Account; Application of Bond Proceeds and Other Money; Assignment of Junior Loan to Trustee. (a)The Trustee shall establish, maintain and hold in trust and there is hereby established with the Trustee a Junior Loan Fund, and within the Junior Loan Fund, the Trustee shall create the Capitalized Interest Account. No amount shall be charged against the Junior Loan Fund except as expressly provided in this Section2.10 and Section4.02. (b)On the Closing Date, (i)$________ of the principal amount of the proceeds of the Bonds shall be deposited in the Junior Loan Fund, and (ii)$0 of the principal amount of the proceeds of the Bonds shall be depositedin the Capitalized Interest Account. Amounts in the Junior Loan Fund shall be disbursed as provided in subparagraph(d) below, subject to the conditions set forth in Section3.1 of the Junior Loan Agreement. Amounts in the Capitalized Interest Account shall be disbursed as provided in Section4.02(b). Upon the disbursement of all amounts in the Junior Loan Fund and the Capitalized Interest Account, the Trustee shall close the Junior Loan Fund and the Capitalized Interest Account. (c)The Issuer shall cause the Borrower to deliver to the Trustee, on or prior to the Closing Date, the amount of $0 for deposit to the credit of the Cost of Issuance Fund established pursuant to Section4.01. (d)Upon the deposit of money to the credit of the Junior Loan Fund, the Issuer shall originate the Junior Loan pursuant to the Junior Loan Agreement and the Trustee shall make disbursements of amounts in the Junior Loan Fund to the Borrower or otherwise as provided in Section4.02. Section 2.11 Subordination. This Indenture and the Junior Loan Agreement are and at all times shall be subject and subordinate in all respects to the terms, provisions, conditions, covenants, liens and security interests of the Senior Loan Documents. Correspondingly, payment of the indebtedness evidenced by the Bonds is and shall be subject and subordinate in all respects to the prior payment in full of all amounts due and payable in respect of the Senior Loans and the Senior Loan Documents. Accordingly, the Bondholders expressly subject and subordinate all of their right, title and interest in and to the Bonds in all respects to (i)the payment in full of the Senior Loans (iii)the lien of the Senior Security under the Senior Loan Documents and of the Senior Mortgage and (iv)the payment in full of all amounts owedto the Servicer under the Senior Loan Documents. In 2016-03-08 Agenda Packet Page 130 18 addition, notwithstanding anything contained in this Indenture, the Junior Loan Agreement, the Junior Note or the Junior Mortgage to the contrary, the Issuer and the Trustee agree, and the Bondholders by their acceptance of the Loan agree, that: (a)the sole source of funds available to the Issuer for the purpose of paying the principal of, and interest on, the Bonds, including scheduled sinking fund payments, if any, shall be the Revenues; (b)the Junior Note is payable solely from, and only to the extent of, the Revenues as defined and provided for in this Indenture; (c)payments of the principal of, and interest on, the Junior Note shall be made only after all current and past due Senior Obligations have been paidin full; (d)the security for the Junior Loan and the Junior Note shall be the Junior Mortgage, which shall be wholly subordinate to the Senior Security encumbering the same Project; (e)the obligation of the Borrower to repay the Junior Loan is and shall be subject and subordinate in all respects to the obligations of the Borrower to pay all amounts due in respect of the Senior Loans, whether under the Senior Loan Documents or otherwise; (f)so long as any amounts are currently due and owing in respect of the Senior Loans, whether under the Senior Loan Documents or otherwise, the Trustee shall not be entitled to (1)make any payment in respect of the Bonds or (2)foreclose on the Junior Mortgage notwithstanding (a)any arrearages in the payments of any amounts due andowing under or with respect to the Bonds or (b)any default in respect of the Bonds, the Junior Note, the Junior Mortgage or the Junior Loan except as consented to in writing by the Servicer; or (3)take any other action except as permitted under the Subordination Agreement; and (g)unpaid principal and interest on the Bonds resulting from insufficient Revenues may accrue and may be payable after such accrual, provided that such principal and interest shall be payable solely from, and only to the extent of, Revenues, provided further that payment of such principal and interest is and shall remain subject and subordinate to the Senior Loans. Failure to make any payment in respect of the Bonds or otherwise under this Indenture shall not constitute an Event of Default under (and as defined in) this Indenture. The Trustee shall not, after the Trustee receives a notice of default or otherwise acquires knowledge of a default or an Event of Default by the Borrower with respect to the Senior Loans or under any Senior Loan Document, make any payments in respect of the Bonds unless and until such default or Event of Default or potential default has been cured or waived by the Bondholder Representative. The parties to this Indenture acknowledge that the terms of this Indenture are in all respects subject to the Senior Loan Documents. 2016-03-08 Agenda Packet Page 131 19 ARTICLE III REDEMPTION OF BONDS PRIOR TO MATURITY Section 3.1 Redemption of Bonds Prior to Maturity. The Bonds are subject to redemption upon the circumstances, on the dates and at the prices set forth as follows: (a)The Bonds shall be subject to mandatory redemption in whole or in part, after satisfaction of all requirements of the Senior Loan Documents, on the next Bond Payment Date for which notice of redemption can timely be given, at a redemption price equal tothe principal amount of Bonds to be redeemed plus interest accrued thereon to the date fixed for redemption upon prepayment of the Junior Loan in whole or in part following a casualty to or condemnation of the Project; such mandatory redemption shall be in an amount as nearly equal as possible to, but not exceeding, the amount of any Net Proceeds of insurance or condemnation awards not used to repair or replace the Project. (b)The Bonds shall be subject to mandatory redemption in whole on the next date for which notice of redemption can timely be given at a redemption price equal to the principal amount of the Bonds to be redeemed plus interest accrued thereon to the date fixed for redemption upon acceleration of the Junior Loan in whole following an Event of Default under ArticleVII of the Junior Loan Agreement. (c)Except as otherwise provided in this ArticleIII, including but not limited to Section3.01(g) hereof, the Bonds are subject to optional or mandatory redemption in whole or in part on any Business Dayfor which notice of redemption can timely be given, in the event and to the extent that the Junior Loan is prepaid pursuant to the Junior Note as set forth in Section4.4 of the Junior Loan Agreement, at a redemption price equal to the principal amount ofBonds to be redeemed, plus accrued interest to the date fixed for redemption. (d)On and after the Junior Bonds Conversion Date, the Bonds shall be subject to mandatory redemption in whole or in part, on June1 and December1 of each year until the Maturity Date or the redemption of the Bonds, from Revenues deposited in the Bond Fund, at a redemption price equal to the principal amount of Bonds to be redeemed, plus accrued interest to the date fixed for redemption. (e)The Bonds are subject to mandatory redemptionupon a Determination of Taxability in whole on any Business Day for which notice of redemption can timely be given at a redemption price equal to the principal amount of the Bonds to be redeemed plus interest accrued thereon to the date fixed for redemption. (f)The Bonds are subject to mandatory redemption in whole or in part on any Business Day for which notice of redemption can timely be given, in the event and to the extent the Bondholder Representative notifies the Trustee in writing that, subject to and in accordance with the terms and conditions of the Partnership Agreement, there are net proceeds available from (i)a sale or exchange of any assets of the Borrower, (ii)any financing or refinancing of the Project, (iii)the liquidation of the Borrower, or (iv)any other transaction where the proceeds are deemed attributable to capital under generally accepted accounting principles. 2016-03-08 Agenda Packet Page 132 20 (g)The Bonds are subject to mandatory redemption upon in whole on any Business Day for which notice of redemption can timely be given at a redemption price equal to the principal amount of the Bonds to be redeemed plus interest accrued thereon to the date fixed for redemption if the Base Rate is greater than the maximum interest rate that may be paid on the Bonds under State law. (h)The Bonds shall be subject to optional redemption in whole or in part on any Business Day for which notice of redemption can timely be given, at a redemption price equal to the principal amount of the Bonds to be redeemed plus interest accrued thereon to the date fixed for redemption, subject to the consent of the Servicer, so long as the Senior Loans are outstanding. (i)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 this Section3.01. Such option may be exercised by delivery to the Trustee on or prior to the Business Day preceding the applicable date of redemption 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 applicable purchase price on the date that would have been the date of redemption. Section 3.2 Selection of Bonds for Redemption. Bonds shall be redeemed pursuant to this Article III only in Authorized Denominations. Section 3.3 Notice of Redemption. Notice of the intended redemption of each Bond shall be given by the Trustee by first class mail, postage prepaid, or by facsimile transmission, to the registered Owner at the address of such Owner shown on the Bond Register. All such redemption notices shall be given not less than ten (10)days prior to the date fixed for redemption. The Trustee may provide a conditional notice of redemption. Notices of redemption shall state the redemption date and the redemption price, the place or places where amounts due upon such redemption will be payable, and, if less than all of the then Outstanding Bonds are called for redemption,shall state (i)the numbers of the Bonds to be redeemed by giving the individual certificate number of each Bond to be redeemed or shall state that all Bonds between two stated certificate numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption only if bonds cease to be book entry-bonds; (ii)the Maturity Date of each Bond being redeemed; (iii)the conditions, if any, which must be satisfied in order for the redemption to take place on the scheduled date of redemption, and (iv)any other descriptive information needed to identify accurately the Bonds being redeemed. Failure to give notice by mailing to the registered Owner of any Bond designated for redemption or to any depository or information service shall not affect the validity of the proceedings for the redemption of any other Bond if notice of such redemption shall have been mailed as herein provided. Section 3.4 Effect of Notice of Redemption. If a conditional notice of redemption has been provided pursuant to the terms of this Indenture and the conditions are not satisfied, such notice of redemption shall be of no force and effect and the Bondholders shall be restored to their former positions as though no such notice of redemption had been delivered. Notice of redemption having been given in the manner provided in this ArticleIII and if either there were no conditions to such redemption or the conditions have been satisfied (or in the event no such notice is required under 2016-03-08 Agenda Packet Page 133 21 Section3.03), and money for the redemption being held by the Trustee for that purpose, thereupon the Bonds so called for redemption shall become due and payable on the redemption date, and interest thereon shall cease to accrue on such date; and such Bonds shall thereafter no longer be entitled to any security or benefit under this Indenture except to receive payment of the redemption price thereof. ARTICLE IV REVENUES AND FUNDS Section 4.1 Pledge of Revenues and Assets; Establishment of Funds. The pledge and assignment of and the security interest granted in the Trust Estate pursuant to the Granting Clauses hereof shall attach, be perfected 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 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. In addition to the Junior Loan Fund and the Capitalized Interest Account established therein pursuant to Section2.10 hereof, the Trustee shall establish, maintain and hold in trust the following funds and accounts, each of which is hereby established and each of which shall be disbursed and applied only as herein authorized: (a)Revenue Fund; (b)Bond Fund; and (c)Cost of Issuance Fund The funds and accounts established pursuant to this Section4.01 shall be maintained in the corporate trust department of the Trustee as segregated trust accounts, separate and identifiable from all other funds held by the Trustee. The funds and accounts established hereunder shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of (i)the Holders of the Bonds, respecting the Revenue Fund and the Bond Fund, and (ii)the Borrower, respecting the Cost of Issuance Fund. The Trustee shall, at the written direction of an Authorized Officer of the Issuer, and may, in its discretion, establish such additional accounts within any Fund, and subaccounts within any of the accounts, as the Issuer or the Trustee may deem necessary or useful for the purpose of identifying more precisely the sources of payments into and disbursements from that Fund and its accounts, or for the purpose of complying with the requirements of the Code relating to arbitrage, but the establishment of any such account or subaccount shall not alter or modify any of the requirements of this Indenture with respect to a deposit or use of money in the funds established hereunder, or result in commingling of funds not permitted hereunder. Section 4.2 Junior Loan Fund and Capitalized Interest Account. (a)The Trustee shall deposit the proceeds of the Bonds as provided in Section2.10 and disburse amounts deposited in the Junior Loan Fund immediately upon receipt to 2016-03-08 Agenda Packet Page 134 22 the Borrower in funding of the Junior Loan. No amounts shall be invested or retained in the Junior Loan Fund. (b)After the Closing Date, the Borrower, with the written consent of the Bondholder Representative, may deposit additional funds into the Capitalized Interest Account. On the last Business Day immediately preceding each Bond Payment Date upto and including the date the Project is placed in service, the Trustee shall transfer funds from the Capitalized Interest Account to the Bond Fund to pay accrued interest on the Bonds through the date immediately preceding such Bond Payment Date without any requirement or condition of submission of any requisition. After the Project is placed in service, amounts held in the Capitalized Interest Account shall be applied to pay Qualified Project Costs (as defined in the Senior Funding Loan Agreement) or transferred to the Bond Fund for application to the payment of interest due in respect to the Bonds, in each case upon the written direction of the Bondholder Representative to the Trustee (a copy of which shall be provided to the Borrower). Section 4.3 Application of Revenues. (a)All Revenues shall be deposited by the Trustee, promptly upon receipt thereof, to the Revenue Fund, except (i)the proceeds of the Bonds received by the Trustee on the Closing Date, which shall be applied in accordance with the provisions of Section2.10 hereof; (ii)with respect to investment earnings to the extent required under the terms hereof to be retained in the funds and accounts to which they are attributable; and (iii)with respect to amounts required to be transferred between funds and accounts as provided in this ArticleIV. (b)On each Bond Payment Date or any other date on which payment of principal of or interest on the Bonds becomes due and payable, the Trustee shall credit from the Revenue Fund to the Bond Fund an amount equal to the principal of and interest due on the Bonds on such date. (c)Promptly upon receipt, the Trustee shall deposit directly to the Bond Fund (i)Net Proceeds representing casualty insurance proceeds or condemnation awards paid as a prepayment of the Junior Loan, after reimbursement of any and all amounts owed to the Bondholder Representative and (ii)amounts paid to the Trustee to be applied to the redemption of all or a portion of the Bonds pursuant to ArticleIII hereof. (d)Should the amount in the Bond Fund be insufficient to pay the amount due on the Bonds on any given Bond Payment Date or other payment date, the Trustee shall credit to the Bond Fund the amount of such deficiency by charging the Revenue Fund. Section 4.4 Application of Bond Fund. The Trustee shall charge the Bond Fund, on each Bond Payment Date, an amount equal to the unpaid interest and principal due on the Bonds on such Bond Payment Date, and shall cause the same to be applied to the payment of such interest and principal when due. Income realized from the investment or deposit of money in the Bond Fund shall be deposited by the Trustee upon receipt thereof in the Revenue Fund. No amount shall be charged against the Bond Fund except as expressly provided in this ArticleIV and in Section6.05. 2016-03-08 Agenda Packet Page 135 23 Section 4.5 Reserved. Section 4.6 Reserved. Section 4.7 Reserved. Section 4.8 Investment of Funds. The money held by the Trustee shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Trustee, at the written direction of the Borrower in Qualified Investments. The Trustee may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. 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 in a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Trustee shall not be liable or responsible for any loss resulting from any investment made in accordance herewith. The Issuer acknowledges that to the extent that regulations of the Comptroller of the Currencyor other applicable regulatory agency grant the Issuer the right to receive brokerage confirmations of the security transactions as they occur. To the extent permitted by law, the Issuer specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Trustee hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. Section 4.9 Money Held for Particular Bonds; Funds Held in Trust. The amounts held by the Trustee for the payment of the interest, principal or redemption price due on any date with respect to particular Bonds pending such payment, shall be set aside and held in trust by it for the Holders of the Bonds entitled thereto, and for the purposes hereof such interest, principal or redemption price, after the due date thereof, shall no longer be considered to be unpaid. All money held by the Trustee for such purpose at any time pursuant to the terms of this Indenture shall be and hereby are assigned, transferred and set over unto the Trustee in trust for the purposes and under the terms and conditions of this Indenture. Section 4.10 Accounting Records. The Trustee shall maintain accurate books and records for all funds and accounts established hereunder and provide monthly statements (or other electronic access as agreed to by the parties) of such funds and accounts to the Issuer and the Borrower upon request. Section 4.11 Amounts Remaining in Funds. After full payment of the Bonds (or provision for payment thereof having been made in accordance with Section9.01 hereof) and full 2016-03-08 Agenda Packet Page 136 24 payment of the fees, charges and expenses of the Issuer and the Trustee and other amounts required to be paid hereunder or under any Junior Loan Document, any amounts remaining in any fund or account hereunder shall be paid to the Borrower. Section 4.12 Cost of Issuance Fund. The Trustee shall use money on deposit to the credit of the Cost of Issuance Fund to pay the costs of issuance on the Closing Date or as soon as practicable thereafter in accordance with written instructions to be given to the Trustee by the Borrower, as set forth in the closing memorandum prepared by the holder of the Senior Governmental Lender Note (and accepted and agreed to by the Issuer and the Borrower) on the Closing Date or by Requisition in the form attached hereto as ExhibitC, upon delivery to the Trustee of appropriate invoices for such expenses. Investment earnings on amounts in the Cost of Issuance Fund shall be retained in such fund. Amounts remaining on deposit in the Cost of Issuance Fund six (6) months after the Closing Date shall be transferred to the Borrower. Upon such final disbursement, the Trustee shall close the Cost of Issuance Fund. ARTICLE V GENERAL COVENANTS AND REPRESENTATIONS Section 5.1 Payment of Principal and Interest. The Issuer covenants that it will promptly pay or cause to be paid, but only from the sources identified herein, sufficient amounts to provide for the payment of the principal of, and interest on the Bonds at the place, on the dates and in the manner provided herein and in the Bonds, according to the true intent and meaning thereof. Section 5.2 Performance of Covenants. The Issuer covenants that it will faithfully perform at all times any and all of its covenants, undertakings, stipulations and provisions contained in this Indenture, in any and every Bond executed, authenticated and delivered hereunder and in all proceedings pertaining thereto. Section 5.3 Representations and Warranties of the Issuer. The Issuer hereby represents and warrants as follows: (a)The Issuer is a public instrumentality and political subdivision of the State of California. (b)The Issuer has all necessary power and authority to issue the Bonds and to execute and deliver this Indenture, the Junior Loan Agreement and the other Bond Documents to which it is a party, and to perform its duties and discharge its obligations hereunder and thereunder. (c)The revenues and assets pledged for the repayment of the Bonds are and will be free and clear of any pledge, lien or encumbrance prior to, or equal with, the pledge created by this Indenture, and all action on the part of the Issuer to that end has been duly and validly taken. (d)The Bond Documents to which the Issuer is a party have been validly authorized, executed and delivered by the Issuer, and assuming due authorization, execution and delivery by the other parties thereto, constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and the application of equitable principles. 2016-03-08 Agenda Packet Page 137 25 Section 5.4 Inspection of Project Books. The Issuer covenants and agrees that all books and documents in its possession relating to the Project shall, upon reasonable prior notice, during normal business hours, be open to inspection and copying by such accountants or other agents as the Trustee or the Bondholder Representative may from time to time reasonably designate. Section 5.5 Damage, Destruction or Condemnation. Net Proceeds resulting from casualty to or condemnation of the Project shall be applied, after satisfaction of all payment requirements under the Senior Loan Documents, as provided in the Junior Loan Documents. Section 5.6 Tax Covenants. (a)Issuer’s Covenants. The Issuer covenants to and for the benefit of the Holders of the Bonds that it will: (1)neither make or use nor cause to be made or used any investment or other use of the proceeds of the Bonds or the money and investments held in the funds and accounts in any manner which would cause the Bonds to be arbitrage bonds under Section148of the Code and the Regulations issued under Section148 of the Code (the “Regulations”) or which would otherwise cause the interest payable on the Bonds to be includable in gross income for federal income tax purposes; (2)enforce or cause to be enforced allobligations 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 it first discovers or becomes aware of any such violation; (3)not take or cause to be taken any other action or actions, or fail to take any action or actions, if the same would cause the interest payable on the Bonds to be includable in gross income for federal income tax purposes; (4)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 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; and (5)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 Section149(b) of the Code and the Regulations. In furtherance of the covenants in this Section5.05, the Issuer and the Borrower shall execute, deliver and comply with the provisions of the Tax Certificate, which is 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 into this Indenture by this reference and agrees to comply with the terms specifically applicable to it. In the event of a conflict between the terms of this Indenture and the Tax Certificate, the terms of the Tax Certificate shall control. 2016-03-08 Agenda Packet Page 138 26 (b)Trustee’s Covenants. The Trustee agrees that it will invest funds held under this Indenture in accordance with the covenants and terms of this Indenture and the Tax Certificate (this covenant shall extend through the term of the Bonds, to all funds and accounts created under this Indenture and all money on deposit to the credit of any such fund or account). The Trustee covenants to and for the benefit of the Bondholders that, notwithstanding any other provisions of this Indenture or of any other Loan Document, it will not knowingly make or cause to be made any investment or other use of the money in the funds or accounts created hereunder which would cause the Bonds to be classified as “arbitrage bonds” within the meaning of Sections 103(b) and 148 of the Code or would cause the interest on the Bonds to be includable in gross income for federal income tax purposes; provided that the Trustee shall be deemed to have complied with such requirements and shall have no liability to the extent it reasonably follows the written directions of the Borrower or the Issuer. This covenant shall extend, throughout the term of the Bonds, to all funds created under this Indenture and all money on deposit to the credit of any such fund. Pursuant to this covenant, with respect to the investments of the funds and accounts under this Indenture, the Trustee obligates itself to comply throughout the term of the issue of the Bonds with the requirements of Sections 103(b) and 148 of the Code; provided that the Trustee shall be deemed to have complied with such requirements and shall have no liability to the extent it reasonably follows the written directions of the Borrower or the Issuer. The Trustee further covenants that should the Issuer or the Borrower file with the Trustee (it being understood that neither the Issuer nor the Borrower has an obligation to so file), or should the Trustee receive, an opinion of Bond Counsel to the effect that any proposed investment or other use of proceeds of the Bonds would cause the Bonds to become “arbitrage bonds,” then the Trustee will comply with any written instructions of the Issuer, the Borrower or Bond Counsel regarding such investment (which shall, in any event, be a Qualified Investment) or use so as to preventthe Bonds from becoming “arbitrage bonds,” and the Trustee will bear no liability to the Issuer, the Borrower or the Bondholders for investments made in accordance with such instructions. ARTICLE VI DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS Section 6.1 Eventsof Default. Each of the following shall be an event of default with respect to the Bonds (an “Event of Default”) under this Indenture: (a)failure to pay the principal of, or interest on any Bond when due, to the extent sufficient Revenues are available therefor; (b)failure by the Issuer or the Trustee to perform or observe any other of the covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, and the continuation of such failure for a period of thirty (30) days after written notice thereof, specifying such default and requiring the same to be remedied, shall have been given to the Issuer or the Trustee by the Borrower, the Trustee or the Issuer, as applicable, or by the holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding; or (c)the occurrence of any Event of Default under the Junior Loan Agreement upon written notice thereof, specifying such default and requiring the same to be remedied, delivered to the Issuer or the Trustee by the Borrower, the Trustee or the Issuer, as applicable, or by the holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding. 2016-03-08 Agenda Packet Page 139 27 The Trustee and the Issuer agree that a failure to pay any amounts required to be paid under this Indenture as a result of a deficiency of available Revenues shall not constitute an Event of Default hereunder during any period in which any Senior Obligations are Outstanding. The Trustee and the Issuer agree that a failure to pay any amounts required to be paid under this Indenture as a result of a deficiency of available Revenues shall not during any period in which any Senior Obligations are Outstanding constitute an Event of Default hereunder whereby the Bondholder Representative may commence an Enforcement Action; provided, however, such deficiency of available Revenues may during the period commencing on the Closing Date and ending on and including February28, 2018 result in the Bonds bearing interest at the Default Rate as set forth in Section2.01(b) hereof. Section 6.2 Acceleration; Other Remedies Upon Event of Default. (a)Upon the occurrence of an Event of Default under Section6.01(b) hereof, the Trustee shall, upon the written direction of the Bondholder Representative, and the consent of the Servicer, if required, and receipt of indemnity satisfactory to it, by notice in writing delivered to the Issuer, declare the principal of all Bonds then Outstanding and the interest accrued thereon immediately due and payable, and interest shall continue toaccrue thereon until such amounts are paid. (b)Upon the occurrence of an Event of Default (other than an Event of Default under Section6.01(b) hereof), the Trustee shall, but only upon the written direction of the Bondholder Representative, by notice in writing delivered to the Issuer, declare the principal of all Bonds then Outstanding and the interest accrued thereon immediately due and payable and interest on the Bonds shall cease to accrue, anything contained in this Indenture or in the Bonds to the contrary notwithstanding. If at any time after the Bonds shall have been so declared due and payable, and before any judgment or decree for the payment of the money due shall have been obtained or entered, the Issuer or the Borrower shall pay to or deposit with the Trustee a sum sufficient to pay all principal of the Bonds then due (other than solely by reason of such declaration) and all unpaid installments of interest (if any) upon all the Bonds then due, with interest at the rate borne by the Bonds on such overdue principal and (to the extent legally enforceable) on such overdue installments of interest, and the reasonable fees and expenses of the Trustee (including its counsel) shall have been made good or cured or adequate provision shall have been made therefor (collectively, the “Cure Amount”)) shall have been paid in full, and all other defaults hereunder shall have been made good or cured or waived in writing by the Bondholder Representative, then and in every case, the Trustee on behalf of the Holders of all the Outstanding Bonds shall rescind and annul such declaration and its consequences; but no such rescission and annulment shall extend to or shall affect any subsequent default, nor shall it impair or exhaust any right or power consequent thereon. Upon the occurrence and during the continuance of an Event of Default, the Trustee in its own name and as trustee of an express trust, on behalf and for the benefit and protection of the Holders of all Bonds with respect to which such an Event of Default has occurred (if no Event of Default has occurred and is continuing under Section6.01(b)), may also proceed to protect and enforce any rights of the Trustee and, to the full extent that the Holders of such Bonds themselves might do, the rights of such Bondholders under the laws of the State or under this Indenture by such of the following remedies as the Trustee shall deem most effectual to protect and enforce such rights: 2016-03-08 Agenda Packet Page 140 28 (1)by mandamus or other suit, action or proceeding at law or in equity, to enforce the payment of the principal of or interest on the Bonds then Outstanding and to require the Issuer to carry out any covenants or agreements with or for the benefit of the Bondholders and to perform its duties under the Act, this Indenture, the Junior Loan Agreement or the Regulatory Agreement to the extent permitted under the applicable provisions thereof; (2)by pursuing any available remedies under the Junior Loan Agreement or any Junior Loan Document or the Regulatory Agreement; (3)by realizing or causing to be realized through sale or otherwise upon the security pledged hereunder; and (4)by action or suit in equity enjoin any acts or things that may be unlawful or in violation of the rights of the Holders of the Bonds and execute any other papers and documents and doand perform any and all such acts and things as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Bondholders against the Issuer allowed in any bankruptcy or other proceeding. No remedy by the terms of this Indenture conferred upon or reserved to the Trustee or to the Bondholders is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee, the Bondholders hereunder or under the Junior Loan Agreement or any other Junior Loan Document or the Regulatory Agreement, as applicable, or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver of any Event of Default hereunder, whether by the Trustee or the Bondholders, shall extend to or shall affect any subsequent default or event of default or shall impair any rights or remedies consequent thereto. Section 6.3 Rights of Bondholders. Ifan Event of Default under Section6.01(b) hereof shall have occurred and is then continuing, and if requested in writing so to do by the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding with respect to which there is a default, and if indemnified to its satisfaction, the Trustee shall exercise one or more of the rights and powers conferred by this Article as the Trustee, being advised by counsel or a committee of Responsible Officers, shall deem to be in the best interest of the affected Bondholders. If an Event of Default under Section6.01(b) hereof shall have occurred and is then continuing, the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding with respect to which an Event of Default has occurred shall have the right at any time, subject to the provisions of Section6.08 hereof, by an instrument in writing executed and delivered to the Trustee, to direct the time, method and place of conducting all proceedings to be taken inconnection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver or any other proceedings hereunder, in accordance with the provisions of law and of this Indenture. Section 6.4 Waiver by Issuer. Upon the occurrence of an Event of Default, to the extent that such right may then lawfully be waived, neither the Issuer nor anyone claiming through or under it shall set up, claim or seek to take advantage of any appraisal, valuation, stay, extension or redemption laws now or hereinafter in force, in order to prevent or hinder the enforcement of this Indenture; and the Issuer, for itself and all who may claim through or under it, hereby waives, to the 2016-03-08 Agenda Packet Page 141 29 extent that it lawfully may do so, the benefit of all such laws and all right of appraisement and redemption to which it may be entitled under the laws of the State and the UnitedStates. Section 6.5 Application of Money After Default. All money collected by the Trustee at any time pursuant to this Article VI shall, except to the extent, if any, otherwise directed by a court of competent jurisdiction, be credited by the Trustee to the Revenue Fund. Such money so credited to the Revenue Fund and all other money from time to time credited to the Revenue Fund shall at all times be held, transferred, withdrawn and applied as prescribed by the provisions of ArticleIV hereof and this Section6.05. In the event that at any time the money credited to the Revenue Fund and the Bond Fund available for the payment of interest or principal then due with respect to the Bonds shall be insufficient for such payment, such money (other than money held for the payment or redemption of particular Bonds as provided in Section4.09 hereof) shall be applied as follows and in the following order of priority: (a)For payment of all amounts due to the Trustee incurred in performance of its duties under this Indenture, including, without limitation, the payment of all reasonable fees and expenses of the Trustee incurred in exercising any remedies under this Indenture; (b)Unless the principal of all Bonds shall have become or have been declared due and payable: FIRST: to the payment to the Persons entitled thereto of all installments of interest then due in the order of the maturity of such installments, and, if the amount available is not sufficient to pay in full any installment, then to the payment thereof ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or preference; and SECOND: to the payment to the Persons entitled thereto of the unpaid principal of and, on any Bonds which shall have become due, whether at maturity or by call for redemption, in the order in which they became due and payable, and, if the amount available is not sufficient to pay in full all the principal of and, on the Bonds so due on any date, then to the payment of principal ratably, according to the amounts due on such date, to the Persons entitled thereto, without any discrimination or preference, and then to the payment of any premium due on the Bonds, ratably, according to the amounts due on such date, to the Persons entitled thereto, without any discrimination or preference. (c)If the principal of all of the Bonds shall have become or have been declared due and payable, to the payment of the principal of, and interest then due and unpaid upon the Bonds without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due, respectively, for principal and interest, to the Persons entitled thereto without any discrimination or preference except as to any differences in the respective rates of interest specified in the Bonds. Section 6.6 Reserved. 2016-03-08 Agenda Packet Page 142 30 Section 6.7 Remedies Vested in Trustee. All rights of action, including the right to file proof of claims, under this Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof inany trial or other proceedings relating thereto and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any Holders of the Bonds, and any recovery or judgment shall be for the mutual benefit as provided herein of all of the Holders of the Outstanding Bonds. Section 6.8 Remedies of Bondholders. No Holder of any Bond shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture or for the execution of any trust hereunder or for the appointment of a receiver or any other remedy hereunder, unless (a)a default shall have occurred of which the Trustee shall have been notified as provided herein; (b)such defaultshall have become an Event of Default under Section6.01(b) hereof; (c)the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding with respect to which there is such an Event of Default shall have made written request tothe Trustee and shall have offered reasonable opportunity to the Trustee either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (d)such Holders shall have offered to the Trustee indemnity as provided in this Indenture; and (e)the Trustee shall within sixty (60)days thereafter fail or refuse to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding; it being understood and intended that no one or more Holders of the Bonds shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of this Indenture or the rights of any other Holders of Bonds or to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided with respect to the equal and ratable benefit of all Holders of Bonds with respect to which there is a default. Nothing contained in this Indenture shall, however, affect or impair the right of any Bondholder to enforce the payment of the principal of and interest on any Bond at the maturity thereof or the obligation of the Issuer to pay the principal of, and interest on the Bonds issued hereunder to the respective holders thereof, at the time, in the place, from the sources and in the manner expressed herein and in said Bonds. Section 6.9 Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver, by entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case the Issuer, the Trustee, the Bondholder Representative, the Borrower and the Bondholders shall be restored to their former positions and rights hereunder with respect to the Trust Estate herein conveyed, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. Section 6.10 Waivers of Events of Default. So long as no Event of Default has occurred and is then continuing under Section6.01(b) hereof, the Trustee shall waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal of, and interest on the Bonds only upon the written direction of the Bondholder Representative. If there shall have occurred and is then continuing an Event of Default under Section6.01(b) hereof, the Trustee shall waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal of, and interest on the Bonds upon the written request of the Holders of 100% of the Bonds then Outstanding with respect to which there is a default; provided, however, that there shall not be waived (a)any Event of Default in the payment of the principal of any Bonds at the date of maturity specified therein, or upon proceedings for mandatory redemption of any Bonds, (b)any default in the payment when due of the interest on any such Bonds, unless prior to such waiver or 2016-03-08 Agenda Packet Page 143 31 rescission all arrears of interest, with interest (to the extent permitted by law) at the rate borne by the Bonds in respect of which such default shall have occurred on overdue installments of interest or all arrears of payments of principal or when due (whether at the stated maturity thereof or upon proceedings for mandatory redemption) as the case may be, and all expenses of the Trustee in connection with such default shall have been paid or provided for, and in case of any such waiver or rescission, or in case any proceeding taken by the Trustee on account of any such default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee, and the Bondholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other default, or impair any right consequent thereto. Section 6.11 Notice to Bondholders if Default Occurs. Upon the occurrence of an Event of Default, or if an event occurs which could lead to an Event of Default with the passage of time and of which the Trustee is required to take notice pursuant to Section7.02(l) hereof, the Trustee shall, within thirty (30)days, give written notice thereof by first class mail to the registered Owners of all Bonds then Outstanding. Notwithstanding the foregoing, except in the case of an Event of Default with respect to the payment of principal of or and interest on the Bonds, the Trustee shall be protected in withholding such notice if and so long as the board of directors of the Trustee, the executive committee, or a trust committee of directors or officers of the Trustee in good faith determines that the withholding of such notice is in the best interests of the Holders of the Bonds. ARTICLE VII CONCERNING THE TRUSTEE Section 7.1 Standard of Care. The Trustee, prior to an Event of Default as defined in Section 6.01 and after the curing or waiver of all such events which may have occurred, shall perform such duties and only such duties as are specifically set forthin this Indenture. The Trustee, during the existence of any such Event of Default (which shall not have been cured or waived), shall exercise such rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under similar circumstances in the conduct of such Person’s own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its breach of trust, own negligence or willful misconduct, except that: (a)prior to an Event of Default hereunder, and after the curing or waiver of all such Events of Default which may have occurred: (1)the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except with regard to the performance of such duties and obligations as are specifically set forth in this Indenture; and (2)in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Trustee by the Person or Persons authorized to furnish the same; 2016-03-08 Agenda Packet Page 144 32 (b)at all times, regardless of whether or not any suchEvent of Default shall exist: (1)the Trustee shall not be liable for any error of judgment made in good faith by an officer or employee of the Trustee except for willful misconduct or negligence by the officer or employee of the Trustee as the case may be; and (2)the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Bondholder Representative or the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding (or such lesser or greater percentage as is specifically required or permitted by this Indenture) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or powerconferred upon the Trustee under this Indenture. Section 7.2 Reliance Upon Documents. Except as otherwise provided in Section7.01: (a)the Trustee may rely upon the authenticity or truth of the statements and the correctness of the opinions expressed in, and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, notarial seal, stamp, acknowledgment, verification, request, consent, order, bond, or other paper or document of the proper party or parties, including anyfacsimile transmission as permitted hereunder or under the Junior Loan Agreement; (b)any notice, request, direction, election, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an instrument signed in the name of the Issuer by an Authorized Officer of the Issuer (unless other evidence in respect thereof be herein specifically prescribed), and any resolution of the Issuer may be evidenced to the Trustee by a copy of such resolution duly certified by an Authorized Officer of the Issuer; (c)any notice, request, certificate, statement, requisition, direction, election, order or demand of the Borrower mentioned herein shall be sufficiently evidenced by an instrument purporting to be signed in the name of the Borrower by any Authorized Officer of the Borrower (unless other evidence in respect thereof be herein specifically prescribed), and any resolution or certification of the Borrower may be evidenced to the Trustee by a copy of such resolution duly certified by a secretary or other authorized representative of the Borrower; (d)[Intentionally Omitted]; (e)any notice, request, direction, election, order or demand of the Bondholder Representative mentioned herein shall be sufficiently evidenced by an instrument purporting to be signed in the name of the Bondholder Representative by any Authorized Officer of the Bondholder Representative (unless other evidence in respect thereof be herein specifically prescribed); (f)[Intentionally Omitted]; (g)[Intentionally Omitted]; (h)in the administration of the trusts of this Indenture, the Trustee may execute any of the trusts or powers hereby granted directly or through its agents, receivers or attorneys, and the Trustee may consult with counsel and the opinion or advice of such counsel shall be full and 2016-03-08 Agenda Packet Page 145 33 complete authorization and protection in respect of any action taken or permitted by it hereunder in good faith and in accordance with the opinion of such counsel; (i)whenever in the administration of the trusts of this Indenture, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or permitting any action hereunder, such matters (unless other evidence in respect thereof be herein specifically prescribed), may in the absence of negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by a certificate of an officer or authorized agent of the Issuer or the Borrower and such certificate shall in the absence of bad faith on the part of the Trustee be full warrant to theTrustee for any action taken or permitted by it under the provisions of this Indenture, but in its discretion the Trustee may in lieu thereof accept other evidence of such matter or may require such further or additional evidence as it may deem reasonable; (j)the recitals herein and in the Bonds (except the Trustee’s certificate of authentication thereon) shall be taken as the statements of the Issuer and the Borrower and shall not be considered as made by or imposing any obligation or liability upon the Trustee. 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 or the Borrower to the Trust Estate, or as to the security of this Indenture, or of the Bonds issued hereunder, and the Trustee shall incur no liability or responsibility in respect of any of such matters; (k)the Trustee shall not be personally liable for debts contracted or liability for damages incurred in the management or operation of the Trust Estate except for its own willful misconduct or negligence; and every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section7.02(k); (l)the Trustee shall not be required to ascertain or inquire as to the performance or observance of any of the covenants or agreements (except to the extent they obligate the Trustee) herein or in any contracts or securities assigned or conveyed to or pledged with the Trustee hereunder, except Events of Default that are evident under Section6.01(a) or Section6.01(b) hereof. The Trustee shall not be required to take notice or be deemed to have notice or actual knowledge of any default or Event of Default specified in Section6.01 hereof (except defaults under Section6.01(a) or Section6.01(b) hereof) unless the Trustee shall receive from the Issuer, the Bondholder Representative or the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding writtennotice stating that a default or Event of Default has occurred and specifying the same, and in the absence of such notice the Trustee may conclusively assume that there is not such default. Every provision contained in this Indenture or related instruments or in any such contract or security wherein the duty of the Trustee depends on the occurrence and continuance of such default shall be subject to the provisions of this Section7.02(l); (m)the Trustee shall be under no duty to confirm or verify any financial or other statements or reports or certificates furnished pursuant to any provisions hereof, except to the extent such statement or reports are furnished by or under the direction of the Trustee, and shall be under no other duty in respect of the same except to retain the same in its files and permit the inspection of the same at reasonable times by the Holder of any Bond; and (n)the Trustee shall be under no obligation to exercise those rights or powers vested in it by this Indenture, other than such rightsand powers which it shall be obliged to exercise 2016-03-08 Agenda Packet Page 146 34 in the ordinary course of its trusteeship under the terms and provisions of this Indenture and as required by law, at the request or direction of any of the Bondholders pursuant to Sections6.03 and 6.08 ofthis Indenture, unless such Bondholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in the compliance with such request or direction. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. The Trustee is authorized and directed to execute in its capacity as Trustee the Junior Loan Agreement and the Regulatory Agreement and 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 the Bonds. The Trustee or any of its affiliates may act as advisor or sponsor with respect to any Qualified Investments. The Trustee agrees to accept and act upon facsimile transmission or Electronic Notice of written instructions and/or directions pursuant to this Indenture provided, however, that: (a)subsequent to such facsimile transmission or Electronic Notice of written instructions and/or directions the Trustee shall forthwith receive the originally executed instructions and/or directions, (b)such originally executed instructions and/or directions shall be signed by such Person as may be designated and authorized to sign for the party signing such instructions and/or directions, and (c)the Trustee shall have received a current incumbency certificate containing the specimen signature of such designated Person. Any resolution, certification, notice, request, direction, election, order or demand delivered to the Trustee pursuant to this Section7.02 shall remain in effect until the Trustee receives written notice to the contrary from the party that delivered such instrument accompanied by revised information for such party. The Trustee shall have no responsibility for the value of any collateral orwith respect to the perfection or priority of any security interest in any collateral except as otherwise provided in Section7.17 hereof. Section 7.3 Use of Proceeds. The Trustee shall not be accountable for the use or application of any of the Bonds authenticated or delivered hereunder or of the proceeds of the Bonds except as provided herein. Section 7.4 Trustee May Hold Bonds. The Trustee and its officers and directors may acquire and hold, or become pledgees of Bonds and otherwise may deal with the Issuer and the Borrower in the same manner and to the same extent and with like effect as though it were not Trustee hereunder. Section 7.5 Trust Imposed. All money received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they werereceived. 2016-03-08 Agenda Packet Page 147 35 Section 7.6 Compensation of Trustee. The Trustee shall be entitled to its acceptance fee and its annual administration fee, payable by the Borrower pursuant to the Junior Loan Agreement, in connection with the services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder. The Trustee shall be entitled to extraordinary fees and expenses in connection with any Extraordinary Services performed consistent with the duties hereunder or under any of the Junior Loan Documents; provided the Trustee shall not incur any extraordinary fees and expenses without the consent of the Bondholder Representative (except that no consent shall be required if an Event of Default under 6.01(b) has occurred and is continuing). If any property, other than cash, shall at any time be held by the Trustee subject to this Indenture, or any supplemental indenture, as security for the Bonds, the Trustee, if and to the extent authorized by areceivership, bankruptcy, or other court of competent jurisdiction or by the instrument subjecting such property to the provisions of this Indenture as such security for the Bonds, shall be entitled to make advances for the purpose of preserving such property or of discharging tax liens or other liens or encumbrances thereon. Payment to the Trustee for its services and reimbursement to the Trustee for its expenses, disbursements, liabilities and advances, shall be limited to the sources described in the Junior Loan Agreement and in Sections 4.11 and 6.05 hereof. The Issuer shall have no liability for Trustee’s fees, costs or expenses. Subject to the provisions of Section7.09 hereof, the Trustee agrees that it shall continue to perform its duties hereunder (including, but not limited to, its duties as Paying Agent and Bond Registrar) and under the Junior Loan Documents even in the event that money designated for payment of its fees shall be insufficient for such purposes or in the event that the Borrower fails to pay the Trustee’s fees and expenses as required by the Junior Loan Agreement. The Borrower shall indemnify and hold harmless the Trustee and its officers, directors, officials, employees, agents, receivers, attorneys, accountants, advisors, consultants and servants, past, present or future, from and against (a)any and all claims by or on behalf of any Person arising from any cause whatsoever in connection with this Indenture or transactions contemplated hereby, the Project, or the issuance of the Bonds; (b)any and all claims arising from any act or omission of the Borrower or any of its agents, contractors, servants, employees or licensees in connection with the Project, or the issuance of the Bonds; and (c)all costs, counsel fees, expenses or liabilities incurred in connection with any such claim or proceeding brought thereon; except that the Borrower shall not be required to indemnify any Person for damages caused by the gross negligence, willful misconduct or unlawful acts of such Person or which arise from events occurring after the Borrower ceases to own the Project. In the event that any action or proceeding is brought or claim made against the Trustee, or any of its officers, directors, officials, employees, agents, receivers, attorneys, accountants, advisors, consultants or servants, with respect to which indemnity may be sought hereunder, the Borrower, upon written notice thereof from the indemnified party, shall assume the investigation and defense thereof, including the employment of counsel and the payment of all expenses. The indemnified party shall have the right to approve a settlement to which it is a party and to employ separate counsel in any such action or proceedings and to participate in the investigation and defense thereof, and the Borrower shall pay the reasonable fees and expenses of such separate counsel. The provisions of this Section shall survive the termination of this Indenture. Section 7.7 Qualifications of Trustee. There shall at all times be a Trustee hereunder which shall bean association or a corporation organized and doing business under the laws of the United States of America or any state thereof, authorized under such laws to exercise corporate trust powers. Any successor Trustee shall have a combined capital and surplus of at least $50,000,000 (or shall be a wholly owned subsidiary of an association or corporation that has such combined capital and surplus), and be subject to supervision or examination by federal or state authority, or shall have 2016-03-08 Agenda Packet Page 148 36 been appointed by a court of competent jurisdiction pursuant to Section7.09. If such association or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority referred to above, then for the purposes of this Section, the combined capital and surplus of such association or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section and another association or corporation is eligible, the Trustee shall resign immediately in the manner and with the effect specified in Section7.09. Section 7.8 Merger of Trustee. Any association or corporation into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any association or corporation resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party shall, ipsofacto, be and become successor Trustee hereunder and vested with all the title to the whole property or Trust Estate and all thetrusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instruments or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding, and shall also be and become successor Trustee in respect of the beneficial interest of the Trustee in the Junior Loan. Section 7.9 Resignation by the Trustee. The Trustee may at any time resign from the trusts hereby created by giving writtennotice to the Issuer, the Borrower and the Bondholder Representative, and by giving notice by certified mail or overnight delivery service to each Holder of the Bonds then Outstanding. Such notice to the Issuer, the Borrower and the Bondholder Representative may be served personally or sent by certified mail or overnight delivery service. The resignation of the Trustee shall not be effective until a successor Trustee has been appointed as provided herein and such successor Trustee shall have agreed in writing to be bound by the duties and obligations of the Trustee hereunder. Section 7.10 Removal of the Trustee. The Trustee may be removed at any time, either with or without cause, with the consent of the Bondholder Representative (which consent of the Bondholder Representative shall not be unreasonably withheld and which approval shall be deemed given after fifteen (15) days if the Bondholder Representative has not responded to a written request for such approval) by a written instrument signed by the Issuer and delivered to the Trustee and the Borrower, and if an Event of Default shall have occurred and be continuing, other than an Event of Default under Section6.01(b), by a written instrument signed by the Bondholder Representative and delivered to the Trustee, the Issuer and the Borrower. The Trustee may also be removed, if an Event of Default under Section6.01(b) shall have occurred and be continuing, by a written instrument or concurrent instruments signed by the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding and delivered to the Trustee, the Issuer, the Borrower and the Bondholder Representative. The Trustee may also be removed by the Bondholder Representative following notice to the Issuer and after a thirty (30) day period during which the Issuer may attempt to cause the Trustee to discharge its duties in a manner acceptable to Bondholder Representative, and in each case written notice of such removal shall be given to the Servicer, the Borrower and to each registered Owner of Bonds then Outstanding as shown on the Bond Registrar. Any such removal shall take effect on the day specified in such written instrument(s), but the Trustee shall not be discharged from the trusts hereby created until a successor Trustee has been appointed and has accepted such appointment and has agreed in writing to be bound by the duties and obligations of the Trustee hereunder. 2016-03-08 Agenda Packet Page 149 37 Section 7.11 Appointment of Successor Trustee. (a)In case at any time the Trustee shall resign or be removed, or be dissolved, or shall be in course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if a public supervisory office shall take charge or control of the Trustee or of its property or affairs, a vacancy shall forthwith and ipsofactobe created in the office of such Trustee hereunder, and the Issuer, with the written consent of the Bondholder Representative (which consent shallnot be unreasonably withheld and which consent shall be deemed given after fifteen (15) days if the applicable party has not responded to a written request from the Issuer for such consent), shall promptly appoint a successor Trustee. Any such appointment shall be made by a written instrument executed by an Authorized Officer of the Issuer. (b)If, in a proper case, no appointment of a successor Trustee shall be made pursuant to subsection (a) of this Section7.11 within sixty (60)days following delivery of all required notices of resignation given pursuant to Section7.09 or of removal of the Trustee pursuant to Section7.10, the retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. The court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. Section 7.12 Concerning Any Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Issuer awritten instrument accepting such appointment hereunder, accepting assignment of the beneficial interest in the Junior Mortgage, and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the Trust Estateand the rights, powers, trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of the Issuer, the Borrower or the Bondholder Representative, or of its successor, and upon payment of all amounts due such predecessor, including but not limited to fees and expenses of counsel, execute and deliver such instruments as may be appropriate to transfer to such successor Trustee all the Trust Estate and the rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and money held by it as Trustee hereunder to its successor. Should any instrument in writing from the Issuer be required by a successor Trustee for more fully and certainly vesting in suchsuccessor the Trust Estate and all rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Issuer. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all other instruments provided for in this Article, shall be filed and/or recorded by the successor Trustee in each recording office wherethis Indenture shall have been filed and/or recorded. Each successor Trustee shall mail notice by first class mail, postage prepaid, at least once within 30 days of such appointment, to the Owners of all Bonds Outstanding at their addresses on the Bond Register. Section 7.13 Successor Trustee as Trustee, Paying Agent and Bond Registrar. In the event of a change in the office of Trustee, the predecessor Trustee which shall have resigned or shall have been removed shall cease to be trustee and paying agent on the Bondsand Bond Registrar, and the successor Trustee shall become such Trustee, Paying Agent and Bond Registrar. Section 7.14 Appointment of Co-Trustee or Separate Trustee. It is the intent of the Issuer and the Trustee that there shall be no violation of any law of any jurisdiction (including particularly the laws of the State) denying or restricting the right of banking corporations or associations to 2016-03-08 Agenda Packet Page 150 38 transact business as Trustee in such jurisdiction. It is recognized that in case of litigation under or connected with this Indenture, the Junior Loan Agreement or any of the other Junior Loan Documents, and, in particular, in case of the enforcement of any remedies on default, or in case the Trustee deems that by reason of any present or future law of any jurisdiction it maynot exercise any of the powers, rights or remedies herein or therein granted to the Trustee or hold title to the properties in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee, with the consent of the Issuer, appoint an additional individual or institution as a co-trustee or separate trustee. In the event that the Trustee appoints an additional individual or institution as a co-trustee or separate trustee, in the event of the incapacity or lack of authority of the Trustee, by reason of any present or future law of any jurisdiction, to exercise any of the rights, powers, trusts and remedies granted to the Trustee herein or to hold title to the Trust Estate or to take any other action that may be necessary or desirable in connection therewith, each and every remedy, power, right, obligation, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be imposed upon, exercised by or vested in or conveyed to the Trustee with respect thereto shall be imposed upon, exercisable by and vest in such separate trustee or co-trustee, but only to the extent necessary to enable such co-trustee or separate trustee to exercise such powers, rights, trusts and remedies, and every covenant and obligation necessary to the exercise thereof by such co-trustee or separate trustee shall run to and be enforceable by either of them, subject to the remaining provisions of this Section7.14. Such co-trustee or separate trustee shall deliver an instrument in writing acknowledging and accepting its appointment hereunder to the Issuer and the Trustee. Should any instrument in writing from the Issuer be required by the co-trustee or separate trustee so 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, be executed, acknowledged and delivered by the Issuer, the Trustee and the Borrower. If the Issuer shall fail to deliver the same within thirty (30) days of such request, the Trustee is hereby appointed attorney-in-fact for the Issuer to execute, acknowledge and deliver such instruments in the Issuer’s name and stead. In case any co-trustee or separate 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 co-trustee or separate trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such co-trustee or separate trustee. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely: (a)The Bonds shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Indenture conferred upon the Trustee in respect of the custody, control or management of money, papers, securities and other personal property shall be exercised solely by the Trustee; (b)all rights, powers, trusts, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon or exercised or performed by the Trustee, or by the Trustee and such co-trustee, or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under the law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent 2016-03-08 Agenda Packet Page 151 39 or unqualified to perform such act or acts, in which event such act or acts shall be performed by such co-trustee or separate trustee; (c)any request in writing by the Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking or the refraining from taking of such action by such co-trustee or separate trustee; (d)any co-trustee or separate trustee to the extent permitted by law shall delegate to the Trustee the exercise of any right, power, trust, duty or obligation, discretionary or otherwise; (e)the Trustee at any time by an instrument in writing with the concurrence of the Issuer evidenced by a certified resolution may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section and in case an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of or remove any such co-trustee or separate trustee without the concurrence of the Issuer, and upon the request of the Trustee, the Issuer shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section; (f)no Trustee or co-trustee hereunder shall be personally liable by reason of any act or omission of any other Trustee hereunder; (g)any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing executed by the Bondholders and delivered to the Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee; and (h)any money, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Trustee. The total compensation of the Trustee and co-trustee or separate trustee shall be as, and may not exceed the amount, provided in Section7.06 hereof. Section 7.15 Notice of Certain Events. The Trustee shall give written notice to the Issuer, the Servicer and the Bondholder Representative of any failure by the Borrower to comply with the terms of the Regulatory Agreement of which a Responsible Officer has actual knowledge. Section 7.16 Reserved. Section 7.17 Filing of Financing Statements. The Trustee shall, at the expense of the Borrower, file or record or cause to be filed or recorded all UCC continuation statements for the purpose of continuing without lapse the effectiveness of those financing statements which have been filed on or approximately on the Closing Date in connection with the security for the Bonds pursuant to the authority of the UCC. Upon the filing of any such continuation statement the Trustee shall immediately notify the Issuer, the Borrower, the Bondholder Representative and the Servicer that the same has been done. If direction is given by the Servicer or the Bondholder Representative, the Trustee shall file all continuation statements in accordance with such directions. 2016-03-08 Agenda Packet Page 152 40 ARTICLE VIII SUPPLEMENTAL INDENTURES AND AMENDMENTS OF CERTAIN DOCUMENTS Section 8.1 Supplemental Indentures Not Requiring Consent of Bondholders. The Issuer and the Trustee may from time to time and at any time, without the consent of, or notice to, any of the Bondholders, but with the prior written consent of the Bondholder Representative, enter into an indenture orindentures supplemental to this Indenture for any one or more of the following purposes: (a)to cure any formal defect, omission, inconsistency or ambiguity herein in a manner not materially adverse to the Holder of any Bond to be Outstanding after the effective date of the change; (b)to grant to or confer upon the Trustee for the benefit of the Holders of the Bonds any additional rights, remedies, powers or authority that may lawfully be granted or conferred and that are not contrary to or inconsistent with thisIndenture or the rights of the Trustee hereunder as theretofore in effect; (c)to subject to the lien and pledge of this Indenture additional revenues, properties or collateral; (d)to modify, amend or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect or to permit the qualification of the Bonds for sale under any state blue sky laws; (e)to make such additions, deletions or modifications as may be, in the opinion of Bond Counsel delivered to the Issuer and the Trustee, necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds; or (f)to modify,amend or supplement this Indenture in any other respect which is not materially adverse to the Holders of the Bonds to be Outstanding after the effective date of the change and which does not involve a change described in Section8.02. Section 8.2 Supplemental Indentures Requiring Consent of Bondholders. With the prior written consent of the Bondholder Representative, the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, to consent to andapprove the execution by the Issuer and the Trustee of such indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture; provided, however, that nothing in this Section contained shall permit, or be construed as permitting, (a)an extension of the time for payment of, or an extension of the stated maturity or reduction in the principal amount or reduction in the rate of interest on or extension of the time of payment, of interest on, or reduction of any premium payable on the redemption of, any Bonds, or a reduction in the Borrower’s obligation on the Junior Note, without the consent of the Holders of all of the Bonds then Outstanding, (b)the creation of any lien prior to or on a parity with the lien of this Indenture, (c)a reduction in the aforesaid percentage of the 2016-03-08 Agenda Packet Page 153 41 principal amount of Bonds which is required in connection with the giving of consent to any such supplemental indenture, without the consent of the Holders of all of the Bonds then Outstanding, (d)the modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, (e)a privilege or priority of any Bond over any other Bonds, or (f)any action that results in the interest on the Bonds becoming included in gross income for federal income tax purposes. If at any time the Issuer shall request the Trustee to enterinto any such supplemental indenture for any of the purposes of this Section, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be mailed, postage prepaid, to all registered Bondholders and to the Bondholder Representative. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the corporate trust office of the Trustee for inspection by all Bondholders. Thirty (30) days after the date of the mailing of such notice, the Issuer and the Trustee may enter into such supplemental indenture substantially in the form described in such notice, but only if there shall have first been or is simultaneously delivered to the Trustee the required consents, in writing, of the Bondholder Representative and the Holders of not less than the percentage of Bonds required by this Section8.02. If the Holders of not less than the percentage of Bonds required by this Section8.02 shall have consented to and approved the execution and delivery of a supplemental indenture as provided herein, no Holder of any Bond shall have any right 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. Upon the execution of any such supplemental indenture as in this Section8.02 permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith. The Trustee may rely upon an opinion of counsel as conclusive evidence that execution and delivery of a supplemental indenture has been effected in compliance with the provisions of this ArticleVIII. Anything in this ArticleVIII to the contrary notwithstanding, unless the Borrower shall then be in default of any of its obligations under the Junior Loan Agreement, the Regulatory Agreement, the Junior Note or the Junior Mortgage, a supplemental indenture under this ArticleVIII which affects any rights of the Borrower shall not become effective unless and until the Borrower shall have expressly consented in writing to the execution and delivery of such supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture to be mailed by certified or registered mail to the Borrower or the Borrower’s attorney at least fifteen (15)days prior to the proposed date of execution and delivery of any supplemental indenture. Notwithstanding any other provision of this Indenture, the Issuer and the Trustee may consent to any supplemental indenture upon receipt of the consent of the Bondholder Representative, the Holders of all Bonds then Outstanding and, as applicable, the Borrower. Section 8.3 Amendments to Junior Loan Agreement Not Requiring Consent of Bondholders. The Trustee shall, without the consent of, or notice to, the Bondholders, but with the consent of the Borrower and the Bondholder Representative, consent to any amendment, change or modification of the Junior Loan Agreement as follows: 2016-03-08 Agenda Packet Page 154 42 (a)as may be required by the provisions of Junior Loan Agreement or this Indenture; (b)to cure any formal defect, omission, inconsistency or ambiguity in the Junior Loan Agreement in a manner not materially adverse to the Holder of any Bond to be Outstanding after the effective date of the change; (c)to makesuch additions, deletions or modifications as may be necessary, in the opinion of Bond Counsel delivered to the Issuer and the Trustee, to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds; or (d)to modify, amend or supplement the Junior Loan Agreement in any other respect which is not materially adverse to the Trustee or Holders of the Bonds to be Outstanding after the effective date of the change and which does not involve a change described in Section8.04. Section 8.4 Amendments to Junior Loan Agreement Requiring Consent of Bondholders. Except for the amendments, changes or modifications of the Junior Loan Agreement as provided in Section8.03 hereof, neither the Issuer nor the Trustee shall consent to any other amendment, change or modification of the Junior Loan Agreement without the consent of the Bondholder Representative, and the Borrower and without the giving of notice and the written approval or consent of the Holders of at least 51% of the aggregate principal amount of the Bonds then Outstanding given and procured in accordance with the procedure set forth in Section8.02 hereof; provided, however, that nothing contained in this Section8.04 shall permit, or be construed as permitting, any amendment, change or modification of the Borrower’s obligation to make the payments required under the Junior Loan Agreement without the consent of the Holders of all of the Bonds then Outstanding. If at any time the Issuer and the Borrower shall request the consent of the Trustee to any such proposed amendment, change or modification of the Junior Loan Agreement, the Trustee shall cause notice of such proposed amendment, change or modification to be given in the same manner as provided in Section8.02 hereof. Such notice shallbriefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file at the Principal Office of the Trustee for inspection by Bondholders. Section 8.5 Consent of Holders of SeniorGovernmental Lender Notes. No supplement or amendment to the Junior Loan Agreement or this Indenture, as described in this ArticleVIII, shall be effective except upon receipt by the Trustee of the written consent, which consent shall not be unreasonablywithheld, conditioned, or delayed, thereto of the holders of 100% of the aggregate principal amount of the Senior Governmental Lender Notesthen outstanding. Section 8.6 Opinion of Bond Counsel Required. No supplement or amendment to the Junior Loan Agreement or this Indenture, as described in this ArticleVIII, shall be effective until the Issuer, the Trustee and the Bondholder Representative shall have received an opinion of Bond Counsel to the effectthat such supplement or amendment is authorized or permitted by this Indenture and, upon execution and delivery thereof, will be valid and binding upon the Issuer in accordance with its terms and will not cause interest on the Bonds to be includable in gross income of the Holders thereof for federal income tax purposes. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, the opinion of any counsel approved by it as conclusive evidence that (i)any proposed supplemental indenture or amendment permitted by this ArticleVIII complies with the provisions of this Indenture, (ii)it is proper for the Trustee to join in the execution of that supplemental indenture or amendment under the provisions of this ArticleVIII, and (iii)if 2016-03-08 Agenda Packet Page 155 43 applicable, such proposed supplemental indenture or amendment is not materially adverse to the interests of the Bondholders. ARTICLE IX SATISFACTION AND DISCHARGE OF INDENTURE Section 9.1 Discharge of Lien. If the Issuer shall pay or cause to be paid to the Holders of the Bonds the principal and interest to become due thereon at the times and in the manner stipulated therein and herein, in any one or more of the following ways: (a)by the payment of the principal of and interest on all Bonds Outstanding; or (b)by the deposit or credit to the account of the Trustee, in trust, of money or securities in the necessary amount (as provided in Section9.04) to pay the principal, redemption price and interest to the date established for redemption whether by redemption or otherwise; or (c)by the delivery to the Trustee, for cancellation by it, of all Bonds Outstanding; and shall have paid all amounts due and owing to the Bondholder Representative hereunder, and shall have paid all fees and expenses of and any other amounts due to the Trustee, and if the Issuer shall keep, perform and observe all and singular the covenants and promises in the Bonds and in this Indenture expressed as to be kept, performed and observed by it or on its part, then these presents and the estates and rights hereby granted shall cease, determine and be void, and thereupon the Trustee shall cancel and discharge the lien of this Indenture and execute and deliver to the Issuer such instruments in writing as shall be requisite to satisfy the lien hereof, and reconvey to the Issuer the estate hereby conveyed, and assign and deliver to the Issuer any interest in property at the time subject to the lien of this Indenture which may then be in its possession, except amounts held by the Trustee for the payment of principal of, interest, on the Bonds. Any Outstanding Bond shall prior to the maturity or redemption date thereof be deemed to have been paid within the meaning and with the effect expressed in the first paragraph of this Section9.01 if, under circumstances which do notcause interest on the Bonds to become includable in the Holders’ gross income for purposes of federal income taxation, the following conditions shall have been fulfilled: (a)in case such Bond is to be redeemed on any date prior to its maturity, the Trustee shall have given to the Bondholder irrevocable notice of redemption of such Bond on said date; (b)there shall be on deposit with the Trustee, pursuant to Section9.04 hereof, either money or direct obligations of the UnitedStates of America in an amount, together with anticipated earnings thereon (but not including any reinvestment of such earnings), which will be sufficient to pay, when due, the principal or redemption price, if applicable, and interest due and to become due on such Bond on the redemption date or Maturity Date thereof, as the case may be; and (c)in the case of Bonds which do not mature or will not be redeemed within Sixty (60) days of such deposit, the Trustee shall have received a verification report of a firm of certified public accountants reasonably acceptable to the Trustee as to the adequacy of the amounts so deposited to fully pay the Bonds deemed to be paid. 2016-03-08 Agenda Packet Page 156 44 The Trustee shall in no event cause the Bonds to be optionally redeemed from money deposited pursuant to this ArticleIXunless the requirements of ArticleIII have been met with respect to such redemption. Section 9.2 Reserved. Section 9.3 Discharge of Liability on Bonds. Upon the deposit with the Trustee, in trust, at or before maturity, of money or securities in the necessary amount (as provided in Section9.01) to pay or redeem Outstanding Bonds (whether upon or prior to their maturity or the redemption date of such Bonds) provided that, if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in ArticleIII provided or provision satisfactory to the Trustee shall have been made for the giving of such notice, all liability of the Issuer in respect of such Bonds shall cease, terminate and be completely discharged, except only that thereafter the holders thereof shall be entitled to payment by the Issuer, and the Issuer shall remain liable for such payment, but only out of the money or securities deposited with the Trustee as aforesaid for their payment, subject, however, to the provisions of Section9.04. Section 9.4 Payment of Bonds After Discharge of Indenture. Notwithstanding any provisions of this Indenture, and subject to applicable unclaimed property laws of the State, any money deposited with the Trustee or any paying agent in trust for the payment of the principal of, interest on the Bonds remaining unclaimed for two (2) years after the payment thereof, to the extent permitted by applicable law, shall be paid to the Borrower, whereupon all liability of the Issuer and the Trustee with respect to such money shall cease, and the holders of the Bonds shall thereafter look solely to the Borrower for payment of any amounts then due. All money held by the Trustee and subject to this Section9.04 shall be held uninvested and without liability for interest thereon. Section 9.5 Deposit of Money or Securities With Trustee. Whenever in this Indenture it is provided or permitted that there be deposited with or credited to the account of or held in trust by the Trustee money or securities in the necessary amount to pay or redeem any Bonds, the money or securities so to be deposited or held shall consist of: (a)lawful money of the UnitedStates of America in an amount equal to the principal amount of such Bonds and all unpaid interest thereon to maturity, except that, in the case of Bonds which are to be redeemed prior to maturity and in respect of which there shall have been furnished to the Trustee proof satisfactory to it that notice of such redemption on a specified redemption date has been duly given or provision satisfactory to the Trustee shall be made for such notice, the amount so to be deposited or held shall be the principal amount of such Bonds and interest thereon to the redemption date; or (b)noncallable and nonprepayable direct obligations of the UnitedStates of America or noncallable and nonprepayable obligations which as to principal and interest constitute full faith and credit obligations of the UnitedStates of America, in such amounts and maturing at such times that the proceeds of said obligations received upon their respective maturities and interest payment dates, without further reinvestment, will provide funds sufficient, in the opinion of a nationally recognized firm of certified public accountants, to pay the principal, and interest to maturity, or to the redemption date, as the case may be, with respect to all of the Bonds to be paid or redeemed, as such principal, and interest become due; provided that the Trustee shall have been irrevocably instructed by the Issuer to apply the proceeds of said obligations to the payment of said principal, and interest with respect to such Bonds. 2016-03-08 Agenda Packet Page 157 45 ARTICLE X INTENTIONALLY OMITTED ARTICLE XI MISCELLANEOUS Section 11.1 Consents and Other Instruments of Bondholders. Any consent, request, direction, approval, waiver, objection, appointment or other instrument required by this Indenture to be signed and executed by the Bondholders may be signed and executed in any number of concurrent writings of similar tenor and may be signed or executed by such Bondholders in person or by agent appointed in writing. Proof of the execution of any such instrument, if made in the following manner, shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken under such instrument, namely: (a)the fact and date of the execution by any Person of any such instrument may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the Person signing such instrument acknowledged the execution thereof. Where such execution is by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such affidavit or certificate shall also constitute sufficient proof of such authority; (b)the ownership of registered Bonds shall be proved by the Bond Register; and (c)any request, consent or vote of the Holder of any Bond shall bind every future Holder of the same Bond and the Holder of every Bond issued in exchange therefor or in lieu thereof, in respect of anything done or permitted to be done by the Trustee or the Issuer in pursuance of such request, consent or vote. Section 11.2 Reserved. Section 11.3 Limitation of Rights. With the exception of rights herein expressly conferred, nothing expressed or to be implied from this Indenture or the Bonds is intended or shall be construed to give to any Person other than the Parties hereto, the Bondholder Representative, the Borrower and the Holders of the Bonds, any legal or equitable right, remedy or claim under or in respect to this Indenture or any covenants, conditions and provisions hereof. Section 11.4 Severability. If any provision of this Indenture shall be held or deemed to be, or shall in fact be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any constitution, statute, ruleof law or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or sections in this Indenture contained, shall not affect the remaining portions of this Indenture, or any part thereof. 2016-03-08 Agenda Packet Page 158 46 Section 11.5 Notices. (a)Any provision of this Indenture relating to the mailing of notice or other communication to Bondholders shall be deemed fully complied with if such notice or other communication is mailed, by first class mail, postage prepaid, to each registered Owner of any Bonds then Outstanding at the address of such registered Owner as it appears on the Bond Register. Whenever in this Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the Person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Any notice, request, complaint, demand, communication or otherpaper required or permitted to be delivered to the Issuer, the Trustee, the Bondholder Representative, or the Borrower shall be sufficiently given and shall be deemed given (unless another form of notice shall be specifically set forth herein) on the Business Day following the date on which such notice or other communication shall have been delivered to a national overnight delivery service (receipt of which to be evidenced by a signed receipt from such overnight delivery service) addressed to the appropriate party at the addresses set forth below or as may be required or permitted by this Indenture by Electronic Notice or by a facsimile transmission for which a confirmation of receipt has been delivered. The Issuer, the Trustee, the Bondholder Representative, or the Borrower may, by notice given as provided in this paragraph, designate any further or different address to which subsequent notices or other communication shall be sent. The Issuer:Chula Vista Housing Authority 276 Fourth Avenue Chula Vista, California 91910 Attention: Housing Manager Telephone: (619) 691-5263 With a copy to:Chula Vista Housing Authority 276 Fourth Avenue Chula Vista, California 91910 Attention: City Attorney Telephone: (619) 691-5037 The Trustee:U.S. Bank National Association Global Corporate Trust Services 633 West 5th Street, 24th Floor Los Angeles, California 90071 Attention: Ismael Diaz Telephone: (213) 615-6063 The Borrower:G Street SeniorsCIC, LP c/o Chelsea Investment Corporation 5993 Avenida Encinas, Suite 101 Carlsbad, California 92008 Attention: Tim Baker Telephone: (760) 456-6000 Facsimile: (760) _________ 2016-03-08 Agenda Packet Page 159 47 With a copy to:Cox, Castle & Nicholson 50 California Street, Suite 3200 San Francisco, California 94111 Attention: Ofer Elitzur Telephone: (415) 262-5165 Facsimile: (415) ________ If to the Equity Investor:Raymond James California Housing Opportunities FundV L.L.C. c/o Raymond James Tax Credit Funds, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Attention: Steven Kropf Telephone: (727) 567-4800 Facsimile: (727) 567-8455 With a copy to:Bocarsly Emden Cowan Esmail & Arndt LLP 633 West Fifth Street, 64th Floor Los Angeles, CA 90071 Attention: Kyle Arndt, Esq. Phone: (213) 239-8000 Facsimile: (213) 239-0410 The Servicer:Citibank,N.A. 390 Greenwich Street, 2nd Floor New York, New York 10013 Attention: Transaction Management Group Deal ID 23205 Facsimile: (212) 723-8209 And to:Citibank, N.A. 325 East Hillcrest Drive, Suite 160 Thousand Oaks, California 91360 Attention: Operations Manager/Asset Manager Deal ID 23205 Facsimile: (805) 557-0924 prior to the Junior BondsConversion Date,with a copy to: Citibank, N.A. One Sansome Street, 27th Floor San Francisco, California 94104 Attention: Account Specialist Deal ID# 23205 Facsimile: (415)445-9965 2016-03-08 Agenda Packet Page 160 48 following the Junior BondsConversion Date, Citibank, N.A. c/o Berkadia Commercial Servicing Department 323 Norristown Road, Suite 300 Ambler, Pennsylvania 19002 Attention: Client Relations Manager Deal ID# 23205 Facsimile: (215) 328-0305 and a copy of any notices of default sent to: Citibank, N.A. 388 Greenwich Street, 17th Floor New York, New York 10013 Attention: General Counsel’s Office Deal ID# 23205 Facsimile: (646) 291-5754 The Trustee agrees to accept and act upon facsimile transmission of written instructions and/or directions pursuant to this Indenture, provided, however, that subsequent to such facsimile transmission of written instructions, the originally executed instructions and/or directions shall be providedto the Trustee in a timely manner. (b)The Trustee shall provide to the Bondholder Representative (i)prompt notice of the occurrence of any Event of Default pursuant to Section6.01 hereof and (ii)any written information or other written communication received by the Trustee hereunder within ten (10)Business Days of receiving a written request from the Bondholder Representative for any such information or other communication. Section 11.6 Reserved. Section 11.7 Trustee as Paying Agent and Bond Registrar. The Trustee is hereby designated and agrees to act as Paying Agent and Bond Registrar for and in respect to the Bonds. When acting in either such capacity, the Trustee will receive the same rights, protections and indemnifications afforded to the Trustee hereunder. Section 11.8 Payments Due on Non-Business Days. In any case where a date of payment with respect to any Bonds shall be a day other than a Business Day, then such 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 made on such date, and no interest shall accrue for the period from and after such date providing that payment is made on such next succeeding Business Day. Section 11.9 Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 11.10 Laws Governing Indenture and Administration of Trust. The effect and meanings of this Indenture and the rights of all parties hereunder shall be governed by, and construed according to, the laws of the State without regard to conflicts of laws principles. 2016-03-08 Agenda Packet Page 161 49 Section 11.11 No Recourse. No recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any Bond shall be had against any member, officer, commissioner,director or employee (past, present or future) of the Issuer, either directly or through the Issuer or its governing body or otherwise, for the payment for or to the Issuer or any receiver thereof, or for or to the Holder of any Bond issued hereunder, or otherwise, of any sum that may be due and unpaid by the Issuer or its governing body upon any such Bond. Any and all personal liability of every nature whether at common law or in equity or by statute or by constitution or otherwise of any such member, officer, commissioner, director or employee, as such, to respond by reason of any act of omission on his/her part or otherwise, for the payment for or to the Holder of any Bond issued hereunder or otherwise of any sum that may remain due and unpaid upon any Bond hereby secured is, by the acceptance hereof, expressly waived and released as a condition of and in consideration for the execution of this Indenture and the issuance of the Bonds. [Signature Pages Follow] 2016-03-08 Agenda Packet Page 162 [Signature page –Junior Indenture of Trust –VoltaApartment Homes] IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Indenture to be executed and delivered by duly authorized officers thereof as of the day and year first written above. CHULA VISTA HOUSING AUTHORITY By: Mary Casillas Salas Executive Director ATTEST: By: Donna Norris Secretary 2016-03-08 Agenda Packet Page 163 [Signature page –Junior Indenture of Trust –VoltaApartment Homes] U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE By Authorized Officer 2016-03-08 Agenda Packet Page 164 A-1 EXHIBIT A FORM OF JUNIOR BOND NO.R-___$________ CHULA VISTA HOUSING AUTHORITY JUNIOR MULTIFAMILY HOUSING REVENUE BONDS (VOLTAAPARTMENT HOMES) JUNIOR SERIES 2016B-3 THIS BOND MAY ONLY BE TRANSFERRED UPON SATISFACTION OF THE REQUIREMENTS IN THE INDENTURE, INCLUDING THE DELIVERY TO THE TRUSTEE OF THE DOCUMENTS REQUIRED THEREIN IN CONNECTION WITH ANY TRANSFER OF THIS BOND. ANY TRANSFER OF THIS BOND IN VIOLATION OF THE TRANSFER RESTRICTIONS CONTAINED IN THE INDENTURE SHALL BE VOID AND OF NO EFFECT. MATURITY DATE DATED DATE INTEREST RATE CUSIP Closing Date Bond Rate Registered Owner:_______________________________ Principal Amount:______________________________________________________ The Chula Vista Housing Authority, a public instrumentality and political subdivision of the State of California (the “Issuer”), for value received, hereby promises to pay (but only out of Revenues as hereinafter provided) to the registered owner identified above or registered assigns, on the Maturity Date set forth above, the principal sum set forth above and to pay (but only out of Revenues as hereinafter provided) interest on the balance of said principal amount from time to time remaining unpaid from and including the date hereof until payment of said principal amount has been made or duly provided for, at the rates and on the dates determined as described herein and in the Indenture (as hereinafter defined). The principal of and, on this Bond are payable at final maturity, acceleration or redemption in lawful money of the United States of America upon surrender hereof at theprincipal corporate trust office of U.S. Bank National Association, as Trustee, or its successor in trust (the “Trustee”). Payment of the interest on any Bond shall be made on each Bond Payment Date (as hereinafter defined) to the Person appearing on thebond registration books of the Bond Registrar as the Owner thereof on the Record Date, such interest to be paid by the Paying Agent (i)to such Owner by check or draft mailed on the Bond Payment Date, to such Owner’s address as it appears on the registration books or at such other address as has been furnished to the Bond Registrar as provided below, in writing by such Owner not later than the Record Date or (ii)upon written request, at least three Business Days prior to the applicable Record Date, to theOwner of Bonds aggregating not less than $1,000,000 in principal amount, by wire transfer in immediately available funds at an account maintained in the United States at such wire address as such Owner shall specify in its written notice; except, in each case, that, if and to the extent that there shall be a default in the payment of the interest due on such Bond Payment Date, such defaulted interest shall be paid to the 2016-03-08 Agenda Packet Page 165 A-2 Owner in whose name any such Bonds are registered at the close of business on the fifth to last Business Day next preceding the date of payment of such defaulted interest. The Bonds are authorized to be issued pursuant to Act. The Bonds are limited obligations of the Issuer and, as and to the extent set forth in the Indenture, are payable solely from, and secured by a pledge of and lien on, the Revenues. Proceeds from the sale of the Bonds will be loaned by the Issuer to G Street SeniorsCIC, LP, a California limited partnership (the “Borrower”) under the terms of a Junior Loan Agreement, dated as of March1, 2016 (the “Agreement”), among the Issuer, the Borrower and the Trustee. The Bonds are all issued under and secured by and entitled to the benefits of a Junior Indenture of Trust, dated as of March1, 2016 (the “Indenture”) between theIssuer and the Trustee. No holder of this Bond shall ever have the right to compel the exercise of the taxing power the State or any political subdivision of the State to pay the principal of this Bond or the interest on it or any other cost incident to this Bond, or to enforce payment of this Bond against any property of the Issuer, any Program Participant of the Issuer, the State or any political subdivision of the State. The Issuer has no taxing power. This Bond is one of a duly authorized issue of bonds of the Issuer designated as the “Chula Vista Housing Authority Junior Multifamily Housing Revenue Bonds (VoltaApartment Homes) Junior Series2016B-3”, limited in aggregate principal amount of $________(the “Bonds”). Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights thereunder of the registered owners of the Bonds, of the nature and extent of the security, of the rights, duties and immunities of the Trustee and of the rights and obligations of the Issuer thereunder, to all of the provisions of the Indenture and of the Junior Loan Agreement the holder of this Bond, by acceptance hereof, assents and agrees. The Bonds are issued simultaneously with the funding of the Issuer’s multifamily revenue note designated as Multifamily Housing Revenue Note (VoltaApartment Homes) Series 2016B-1, in the original aggregate principal amount of $__________ (the “Senior Governmental Lender Notes”) pursuant to a Funding Loan Agreement, dated as of March1, 2016 (the Senior Funding Loan Agreement”), by and among the Issuer, Citiban, N.A., as Funding Lender (the “Senior Funding Lender”) and U.S. Bank National Association, as Fiscal Agent (the “Senior Fiscal Agent”). As set forth in the Indenture, the Bonds are subordinate in all respects to the Senior Governmental Lender Notes. All terms not herein defined shall have the meanings ascribed to them in the Indenture. The Bonds are issuable as fully registered bonds without coupons in denominations of $100,000 or dollar amount in excess thereof (herein “Authorized Denominations”). Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, Bonds may be exchanged at the Principal Corporate Trust Office of the Trustee and the Bond Registrar, for a like aggregate principal amount of Bonds of other Authorized Denominations. The Bonds may only be held by, or transferred to, Sophisticated Investors (as defined in the Indenture), with such Sophisticated Investors executing and delivering an Investor Letter in the form attached as ExhibitBto the Indenture as ExhibitB. This Bond is transferable by the registered owner hereof, in person, or by its attorney duly authorized in writing, at the Principal Corporate Trust Office of the Trustee and the Bond Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the 2016-03-08 Agenda Packet Page 166 A-3 Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or Bonds, in an AuthorizedDenomination or Denominations, for the same aggregate principal amount, will be issued to the transferee in exchange therefor. The Issuer, the Trustee and the Bond Registrar may treat the registered owner hereof as the absolute owner hereof for all purposes, and the Issuer, the Trustee and the Bond Registrar shall not be affected by any notice to the contrary. Interest on the Bonds Bond Payment Date has the meaning set forth in the Indenture. Record Date means the 15th day of the month prior to an Bond Payment Date. Redemption of Bonds The Bonds are subject to optional, mandatory and extraordinary redemption as set forth in the Indenture. General Matters The holder of this Bond shall have no right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon the Indenture or to enforce a drawing on the Letter of Credit, except as provided in the Indenture. No recourse shall be had for the payment of the principal of, or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement in the Indenture contained, against any past, present or future member, director, officer, employee or agent of the Issuer, or through the Issuer, or any successor to the Issuer, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such member, director, officer, employee or agent as such is hereby expressly waived and released as a condition of and in consideration for the execution of the Indenture and the issuance of any of the Bonds. Amendments Permitted The Indenture contains provisions permitting the Issuer and the Trustee to execute supplemental indentures with the written consent of the Bondholder Representative and the Owners of more than fifty-one percent (51%) in aggregate principal amount of Bonds at the time Outstanding, subject to certain conditions as set forth in the Indenture. The Indenture also contains provisions permitting the Issuer and theTrustee to execute supplemental indentures without consent of the Owners of the Bonds, subject to certain conditions as set forth in the Indenture. The Indenture prescribes the manner in which it may be discharged and after which the Bonds shall no longerbe secured by or entitled to the benefits of the Indenture, except for the purposes of transfer and exchange of Bonds and of payment of the principal of and interest on the Bonds as the same become due and payable, including a provision that under certaincircumstances the Bonds shall be deemed to be paid if certain securities, as defined therein, maturing as to principal and interest in such amounts and at such times as to ensure the availability of sufficient moneys to 2016-03-08 Agenda Packet Page 167 A-4 pay the principal of, and interest on the Bonds and all necessary and proper fees, compensation and expenses of the Trustee shall have been deposited with the Trustee. No member or officer of the Issuer, nor any Person executing this Bond, shall in any event be subject to any personal liability or accountability by reason of the issuance of the Bonds. It is hereby certified that all of the conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California. This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been signed by the Bond Registrar. In the event of any inconsistency between the provisions of this Bond and the provisions of the Indenture, the provisions of the Indenture shall control. IN WITNESS WHEREOF, the Chula Vista Housing Authority has caused this Bond to be executed on its behalf by the manual or facsimile signature of its Executive Director, and its seal to be reproduced hereon and attested by the manual or facsimile signature of the Deputy Secretary. CHULA VISTA HOUSING AUTHORITY as Issuer [SEAL]By: Executive Director ATTEST: By: Deputy Secretary 2016-03-08 Agenda Packet Page 168 A-5 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds issued under the provisions of and described in the within-mentioned Indenture. Date of Authentication: _______________ U.S. Bank National Association, as Trustee By Authorized Signer 2016-03-08 Agenda Packet Page 169 A-6 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please insert Social Security Number or other identifying number of assignee) (Please Print or Typewrite Name and Address of Assignee) 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 of substitution in the premises. Dated: ________________. Signature Guaranteed NOTICE: Signature(s) must be guaranteed by an eligible guaranty institution. Signature NOTICE: The Signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. 2016-03-08 Agenda Packet Page 170 B-1 EXHIBIT B FORM OF PURCHASER’S LETTER [To be prepared on letterhead of Purchaser] [Date] Chula Vista Housing Authority 276 Fourth Avenue Chula Vista, CA 91910 U.S. Bank National Association 633 West 5th Street, 24th Floor Los Angeles, CA 90071 Re:Chula Vista Housing Authority Junior Multifamily Housing Revenue Bonds (VoltaApartment Homes) Junior Series 2016B-3 Ladies and Gentlemen: The undersigned (the “Purchaser”) hereby acknowledges receipt as transferee, from the previous owner thereof, of the above-referenced bonds (the “Bonds”) in fully registered form and in the original aggregate principal amount of $________, constituting all of the Bonds currently outstanding. The Bonds have been checked, inspected and approved by the Purchaser. The undersigned acknowledges that the Bonds were issued for the purpose of making a loan to assist in financing a multifamily rental housing development known as VoltaApartment Homes located in the City of Chula Vista, California (the “Project”), as more particularly described in that certain Junior Loan Agreement dated as of March1, 2016, as may be amended and supplemented from time to time (the “Junior Loan Agreement”), by and among the Chula Vista Housing Authority (the “Issuer”), G Street SeniorsCIC, LP, a limited partnership duly organized and existing under the laws of the State of California (the “Borrower”), and U.S. Bank National Association(the “Trustee”). The undersigned further acknowledges that theBonds are secured by a certain Junior Indenture of Trust dated as of March1, 2016, as amended and supplemented (the “Indenture”), between the Issuer and the Trustee, which creates a security interest in loan repayments made pursuant to the Junior Loan Agreement for the benefit of the holders and Owners of the Bonds, and by a Junior Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing with respect to the Project (the “Junior Mortgage”), which creates a security interest in the Project, subject to permitted encumbrances, as provided therein. Terms not otherwise defined herein shall have the meanings assigned thereto in the Indenture. In connection with the sale of the Bonds to the Purchaser, the Purchaser hereby makes the following representations upon which you may rely: 2016-03-08 Agenda Packet Page 171 B-2 1.The Purchaser hereby certifies that it is (a)a bank as defined in Section3(a)(2) of the Securities Act of 1933 (the “Act”) or a bank holding company or a wholly owned subsidiary of a bank holding company, or a savings and loan association or other institution as defined in Section3(a)(5)(a) of that act whether acting in its individual or fiduciary capacity; or (b)a broker or dealer registered pursuant to Section15 of the Securities Exchange Act of 1934; or (c)an insurance company as defined in Section2(13) of that act; or (d)an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section2(a)(48) of that act; or (e)a Small Business Investment Company licensed by the U.S. Small Business Administration under Section301(c) or (d) of the Small Business Investment Act of 1958; or (f)a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivision for the benefit of its employees, if investment decisions are made by a plan fiduciary which is a bank, savings and loan association, insurance company, or registered investment advisor and the plan establishes fiduciary principles the same as or similar to those contained in Sections 404-407 of TitleI of the Employee Retirement Income Security Act of 1974; or (g)an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if investment decisions are made by a plan fiduciary, as defined in Section3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excessof $100,000,000, or, if a self-directed plan, with investment decisions made solely by Persons that are accredited investors or (h)an “accredited investor” as defined in Rule501 of RegulationD of the Act, as amended. 2.The Bonds are being acquired by the Purchaser for its own account and for investment and not with a view to, or for resale in connection with, any public distribution of the Bonds. The Purchaser understands that it may need to bear the risks of this investment for an indefinite time, since any sale prior to maturity may not be possible due to unmarketability of the Bonds; provided, however, the Purchaser acknowledges and agrees that it may transfer the Bonds in accordance with the Indenture and this letter. 3.The Purchaser understands that the Bonds have not been registered under the Act. 4.The Purchaser acknowledges that it is familiar with the conditions, financial and otherwise, of the Borrower and understands that the Borrower has no significant assets other than the Project. To the extent deemed appropriate in making its investment decision, the Purchaser has discussed the Borrower’s financial condition and the Borrower’s current and proposed business activities with the Borrower. The Purchaser further acknowledges that it has such knowledge and experience in business matters that it is fully capable of evaluating the merits and risks of this investment and it is able to bear the economic risk of the investment. The Bonds are a security of the kind the Purchaser wishes to purchaseand hold for investment, and the nature and amount of the Bonds are consistent with the Purchaser’s investment program. The Purchaser has been furnished such information and such documents as the Purchaser deems necessary to make a decision to purchase the Bonds, including copies or forms of the Indenture, the Junior Loan Agreement, the Junior Mortgage and the Regulatory Agreement (as defined in the Indenture), and certain other documents relating to the Bonds and the Project, all of which documents the Purchaser has reviewed. Specifically, but without limitation, the Purchaser has reviewed information about the Project and the property manager for the Project, if any, as well as information about the investment risks relating to the Bonds, and the Purchaser understands that the Bonds involve a high degree of risk. SPECIFICALLY, AND WITHOUT IN ANY MANNER LIMITING THE FOREGOING, THE PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT, AMONG OTHER RISKS, THE BONDS ARE PAYABLE SOLELY FROM REVENUES DERIVED FROM THE PROJECT 2016-03-08 Agenda Packet Page 172 B-3 AND THAT THE BONDS ARE NOT ENTITLED TO THE BENEFIT OF ANY CREDIT FACILITY AND NOT RATED BY THE RATING AGENCY. The Purchaser has made such inquiry with respect to all of the foregoing as it believed to be desirable for its purposes. 5.The Purchaserhas received from the Issuer no formal or informal offering or disclosure document relating to the Bonds and has concluded that the receipt of one prior to the purchase of the Bonds is not required. It is acknowledged that no written information has been provided by the Issuer, and that any written information furnished by any other party to the transaction does not purport to fully disclose all information pertinent to the Bonds. 6.Except as disclosed to the Issuer, the Purchaser is not now and has never been controlled by, or under common control with, the Borrower. Except as disclosed to the Issuer, the Borrower has never been and is not now controlled by the Purchaser. THE PURCHASER HAS ENTERED INTO NO ARRANGEMENTS WITH THE BORROWER OR WITH ANY AFFILIATE OF THE BORROWER IN CONNECTION WITH THE BONDS, OTHER THAN AS DISCLOSED TO THE ISSUER. The Purchaser hereby agrees to deliver to the Issuer a copy of any agreement between the Purchaser and the Borrower or any affiliate of the Borrower relating to theBonds. 7.The Purchaser has authority to purchase the Bonds and to execute this letter and any other instruments and documents required to be executed by the Purchaser in connection with the purchase of the Bonds. 8.In entering into this transaction the Purchaser has not relied upon any representations or opinions made by the Issuer relating to the legal consequences or other aspects of the transactions, nor has it looked to, nor expected, the Issuer to undertake or require any credit investigation or due diligence reviews relating to the Borrower, its financial condition or business operations, the Project (including the refinancing, operation or management thereof), or any other matter pertaining to the merits or risks of the transaction, or the adequacyof any collateral pledged to the Trustee to secure repayment of the Bonds. 9.The Purchaser understands that the Bonds are not secured by any pledge of any money received or to be received from taxation by the State of California or any political subdivision or taxing district thereof, including, without limitation, the Issuer; that the Bonds will never represent or constitute a general obligation or a pledge of the faith and credit of the Issuer, the State of California or any political subdivision thereof; that no right will exist to have taxes levied by the Issuer, the State of California or any political subdivision thereof for the payment of principal, and interest on the Bonds; and that the liability of the Issuer with respect to the Bonds is subject to further limitations as set forth in the Bonds and the Indenture. 10.The Purchaser has been informed that the Bonds have not been and will not be registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any jurisdiction, (ii)will not be listed on any stock or other securities exchange, and (iii)will carry no rating from any rating service. 11.The Purchaser has obtained, from representatives of the Borrower and others, all information regarding the Bonds that it has deemed relevant. The Purchaser has asked of the Borrower and all other relevant parties all the questions to which the Purchaser desired answers, and has had those questions satisfactorily answered. Neither the Borrower nor the Issuer nor any other 2016-03-08 Agenda Packet Page 173 B-4 relevant party has refused to disclose any information that Purchaser deems necessary or appropriate to its decision to purchase the Bonds. 12.Although the Purchaser does not intend at this time to dispose of the Bonds, the Purchaser acknowledges that it has the right to sell and transfer the Bonds, subject to the following requirements: (a)The Purchaser may not dispose of the Bonds to a Person or entity other than as described in Section1 without the prior written consent of the Issuer; (b)The Purchaser will notsell or otherwise transfer the Bonds unless such transfer will not result in the transferee owning less than an Authorized Denomination (as defined in the Indenture), except with the prior written approval of the Issuer; (c)Prior to any transfer of the Bonds, the Purchaser shall deliver to the Issuer and the Trustee a certificate identifying any and all documents that have been executed by the Purchaser and the Borrower or any affiliate of the Borrower with respect to the Bonds; and (d)The Purchaser willnot sell or otherwise transfer the Bonds without requiring the transferee to deliver to the Issuer and to the Trustee an investor’s letter to the same effect as this Purchaser’s Letter, including this paragraph12, with no revisions except as may be approved in writing by the Issuer. 2016-03-08 Agenda Packet Page 174 B-5 CIC OPPORTUNITIES FUND II LLC a California limited liability company By:CIC Manager LLC, a California limited liability company, its Manager By: James J. Schmid President 2016-03-08 Agenda Packet Page 175 C-1 EXHIBIT C COSTS OF ISSUANCE REQUISITION (Cost of Issuance Fund) U.S. Bank National Association, as Trustee Re:Chula Vista Housing Authority Junior Multifamily Housing Revenue Bonds (VoltaApartment Homes) Junior Series 2016B-3 Trustee: You are requested to disburse funds from the Cost of Issuance Fund pursuant to Section4.13 of the Indenture in the amount(s), to the Person(s) and for the purpose(s) set forth in this requisition (the “Requisition”). The terms used in this requisition shall have the meaning given to those terms in the Junior Indenture of Trust (the “Indenture”), dated as of March1, 2016, by and between the Chula Vista Housing Authorityand U.S. Bank National Association, as Trustee, securing the above- referenced Bonds. REQUISITION NO.: PAYMENT DUE TO: AMOUNT TO BE DISBURSED: $ The undersigned, on behalf of G Street SeniorsCIC, LP, a limited partnership duly organized and existing under the laws of the State of California (the “Borrower”), certifies that: (a)the expenditures for which money are requisitioned by this Requisition represent proper charges against the Cost of Issuance Fund have not been included in any previous requisition and are set forth in the Schedule attached to this Requisition, with invoices attached for any sums for which reimbursement is requested; and (b)the money requisitioned is not greater than those necessary to meet obligations due and payable or to reimburse the applicable party for funds actually advanced for Costs of Issuance. Attached to this Requisition is a Schedule, together with copies of invoices or bills of sale covering all items for which payment is being requested. Date of Requisition: _________________________ 2016-03-08 Agenda Packet Page 176 C-2 G Street SeniorsCIC, LP, a California limited partnership By:Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its Managing General Partner By:________________________ Robert W. Laing, Executive Director/President By:CIC G Street Seniors, LLC, a California limited liability company, its Administrative General Partner By:Chelsea Investment Corporation, a California corporation, its Manager By:______________________________ Cheri Hoffman, President 2016-03-08 Agenda Packet Page 177 D-1 EXHIBIT D FORM OF JUNIOR LOAN FUND REQUISITION [Date] U.S. Bank National Association, as trustee (the “Trustee”) Re:Chula Vista Housing Authority Junior Multifamily Housing Revenue Bonds (VoltaApartment Homes) Junior Series 2016B-3 Trustee: Pursuant to Section4.02 of the Indenture referenced below, you are requested to disburse funds from the Junior Loan Fund in the amount(s), to the person(s) and for the purpose(s) set forth in this Requisition and the Indenture. The terms used in this Requisition shall have the meanings given to those terms in the Junior Indenture of Trust, dated as of March1, 2016 (the “Indenture”), between the Chula Vista Housing Authority, as issuer, and theTrustee, securing the above-referenced Bonds. 1.REQUISITION NO.:[__] 2.PAYMENT DUE TO:[_____] 3.AMOUNT TO BE DISBURSED:$[_____] 4.ACCOUNT:[_____] 5.The amount requested to be disbursed pursuant to this Requisition will be used to pay constructioncosts of the Project detailed in SectionIattached to this Requisition. 6.With respect to a disbursement from the Junior Loan Fund, the undersigned certifies that: (i)the amounts included in 3 above were made or incurred or financed and were necessary for the Project; (ii)the amount paid or to be paid, as set forth in this Requisition, represents a part of the funds due and payable for construction costs of the Project, such funds were not paid in advance of the time, if any, fixed for payment and suchfunds are due in accordance with the terms of any contracts applicable to the Project and in accordance with usual and customary practice under existing conditions; (iii)the expenditures for which amounts are requisitioned represent proper charges against the Junior Loan Fund, have not been included in any previous requisition, have been properly recorded on the Borrower’s books and are set forth in ScheduleI, with paid invoices attached for any sums for which reimbursement is requested; 2016-03-08 Agenda Packet Page 178 D-2 (iv)the moneys requisitioned are not greater than those necessary to meet obligations due and payable or to reimburse the Borrower for its funds actually advanced for construction costs of the Project and do not represent a reimbursement to the Borrower for working capital; (v)all of the funds being requisitioned are being used in compliance with all tax covenants set forth in the Indenture, the Junior Loan Agreement and the Regulatory Agreement; (vi)not less than 97% of the sum of: (A)the amounts requisitioned by thisRequisition; plus (B)all amounts previously requisitioned and disbursed from the Junior Loan Fund; have been or will be applied by the Borrower to pay Qualified Project Costs (as defined in the Senior Funding Loan Agreement) of the Project; (viii)the Borrower is not in default under the Junior Loan Agreement, the Regulatory Agreement or any other loan documents and nothing has occurred to the knowledge of the Borrower that would prevent the performance of its obligations under the Junior Loan Agreement, the Regulatory Agreement or any other loan documents; (ix)no amounts being requisitioned by this Requisition will be used to pay, or reimburse, any costs of issuance incurred in connection with the issuance of the Bonds. 7.With respect to the disbursement from the Junior Loan Fund, attached to this Requisition is ScheduleI, together with copies of invoices or bills of sale covering all items for which payment is being requested. [Remainder of Page Intentionally Left Blank] 2016-03-08 Agenda Packet Page 179 D-3 [Signature Page to Junior Loan Fund Requisition] G STREET SENIORSCIC, LP, a California limited partnership By:Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its Managing General Partner By:________________________ Robert W. Laing, Executive Director/President By:CIC G Street Seniors, LLC, a California limited liability company, its Administrative General Partner By:Chelsea Investment Corporation, a California corporation, its Manager By:______________________________ Cheri Hoffman, President Approved by: CIC OPPORTUNITIES FUND II LLC a California limited liability company By:CIC Manager LLC, a California limited liability company, its Manager By:____________________________________ James J. Schmid President 2016-03-08 Agenda Packet Page 180 D-4 SCHEDULE I 2016-03-08 Agenda Packet Page 181 Stradling Yocca Carlson & Rauth Draft dated March1, 2016 JUNIOR INDENTURE OF TRUST between CHULA VISTA HOUSING AUTHORITY as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee Relatingto $__________ CHULA VISTA HOUSING AUTHORITY JUNIOR MULTIFAMILY HOUSING REVENUE BONDS (DUETTA APARTMENT HOMES) JUNIOR SERIES 2016A-3 Dated as of March1, 2016 2016-03-08 Agenda Packet Page 182 i TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1Definitions .................................................................................................................4 Section 1.2Interpretation............................................................................................................12 ARTICLE II THE BONDS Section 2.1The Bonds................................................................................................................12 Section 2.2Limited Obligations.................................................................................................13 Section 2.3Indenture Constitutes Contract................................................................................14 Section 2.4Form and Execution.................................................................................................14 Section 2.5Authentication..........................................................................................................14 Section 2.6Mutilated, Lost, Stolen or Destroyed Bonds............................................................14 Section 2.7Transfer and Exchange of Bonds; Persons Treated as Owners; Restrictions on Transfer...............................................................................................................15 Section 2.8Temporary Bonds....................................................................................................16 Section 2.9Delivery of Bonds....................................................................................................16 Section 2.10Establishment of Junior Loan Fund and Capitalized Interest Account; Application of Bond Proceeds and Other Money; Assignment of Junior Loan to Trustee........................................................................................................17 Section 2.11Subordination...........................................................................................................17 ARTICLE III REDEMPTION OF BONDS PRIOR TO MATURITY Section 3.1Redemption of Bonds Prior to Maturity..................................................................19 Section 3.2Selection of Bonds for Redemption.........................................................................20 Section 3.3Notice of Redemption..............................................................................................20 Section 3.4Effect of Notice of Redemption...............................................................................20 ARTICLE IV REVENUES AND FUNDS Section 4.1Pledge of Revenues and Assets; Establishment of Funds........................................21 Section 4.2Junior Loan Fund and Capitalized Interest Account................................................21 Section 4.3Application of Revenues..........................................................................................22 Section 4.4Application of Bond Fund.......................................................................................22 Section 4.5Reserved...................................................................................................................23 Section 4.6Reserved...................................................................................................................23 Section 4.7Reserved...................................................................................................................23 Section 4.8Investment of Funds.................................................................................................23 Section 4.9Money Held for Particular Bonds; Funds Held in Trust..........................................23 Section 4.10Accounting Records.................................................................................................23 Section 4.11Amounts Remaining in Funds.................................................................................23 Section 4.12Cost of Issuance Fund..............................................................................................24 2016-03-08 Agenda Packet Page 183 ii ARTICLE V GENERAL COVENANTS AND REPRESENTATIONS Section 5.1Payment of Principal and Interest............................................................................24 Section 5.2Performance of Covenants.......................................................................................24 Section 5.3Representations and Warranties of the Issuer..........................................................24 Section 5.4Inspection of Project Books.....................................................................................25 Section 5.5Damage, Destruction or Condemnation...................................................................25 Section 5.6Tax Covenants.........................................................................................................25 ARTICLE VI DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS Section 6.1Events of Default.....................................................................................................26 Section 6.2Acceleration; Other Remedies Upon Event of Default............................................27 Section 6.3Rights of Bondholders.............................................................................................28 Section 6.4Waiver by Issuer......................................................................................................28 Section 6.5Application of Money After Default........................................................................29 Section 6.6Reserved...................................................................................................................29 Section 6.7Remedies Vested in Trustee....................................................................................30 Section 6.8Remedies of Bondholders........................................................................................30 Section 6.9Termination of Proceedings.....................................................................................30 Section 6.10Waivers of Events of Default...................................................................................30 Section 6.11Notice to Bondholders if Default Occurs.................................................................31 ARTICLE VII CONCERNING THE TRUSTEE Section 7.1Standard of Care......................................................................................................31 Section 7.2Reliance Upon Documents......................................................................................32 Section 7.3Use of Proceeds.......................................................................................................34 Section 7.4Trustee May Hold Bonds.........................................................................................34 Section 7.5Trust Imposed..........................................................................................................34 Section 7.6Compensation of Trustee.........................................................................................35 Section 7.7Qualifications of Trustee.........................................................................................35 Section 7.8Merger of Trustee....................................................................................................36 Section 7.9Resignation by the Trustee......................................................................................36 Section 7.10Removal of the Trustee............................................................................................36 Section 7.11Appointment of Successor Trustee..........................................................................37 Section 7.12Concerning Any Successor Trustee.........................................................................37 Section 7.13Successor Trustee as Trustee, Paying Agent and Bond Registrar...........................37 Section 7.14Appointment of Co-Trustee or Separate Trustee.....................................................37 Section 7.15Notice of Certain Events..........................................................................................39 Section 7.16Reserved...................................................................................................................39 Section 7.17Filing of Financing Statements................................................................................39 2016-03-08 Agenda Packet Page 184 iii ARTICLE VIII SUPPLEMENTAL INDENTURES AND AMENDMENTS OF CERTAIN DOCUMENTS Section 8.1Supplemental Indentures Not Requiring Consent of Bondholders..........................40 Section 8.2Supplemental Indentures Requiring Consent of Bondholders.................................40 Section 8.3Amendments to Junior Loan Agreement Not Requiring Consent of Bondholders.............................................................................................................41 Section 8.4Amendments to Junior Loan Agreement Requiring Consent of Bondholders........42 Section 8.5Consent of Holders of Senior Governmental Lender Notes....................................42 Section 8.6Opinion of Bond Counsel Required.........................................................................42 ARTICLE IX SATISFACTION AND DISCHARGE OF INDENTURE Section 9.1Discharge of Lien.....................................................................................................43 Section 9.2Reserved...................................................................................................................44 Section 9.3Discharge of Liability on Bonds..............................................................................44 Section 9.4Payment of Bonds After Discharge of Indenture.....................................................44 Section 9.5Deposit of Money or Securities With Trustee.........................................................44 ARTICLE X INTENTIONALLY OMITTED ARTICLE XI MISCELLANEOUS Section 11.1Consents and Other Instruments of Bondholders....................................................45 Section 11.2Reserved...................................................................................................................45 Section 11.3Limitation of Rights.................................................................................................45 Section 11.4Severability..............................................................................................................45 Section 11.5Notices.....................................................................................................................46 Section 11.6Reserved...................................................................................................................48 Section 11.7Trustee as Paying Agent and Bond Registrar..........................................................48 Section 11.8Payments Due on Non-Business Days.....................................................................48 Section 11.9Counterparts.............................................................................................................48 Section 11.10Laws Governing Indenture and Administration of Trust.........................................48 Section 11.11No Recourse.............................................................................................................49 EXHIBIT AFORM OF JUNIOR BOND EXHIBIT BFORM OF PURCHASER’S LETTER EXHIBIT CCOST OF ISSUANCE REQUISITION EXHIBIT DJUNIOR LOAN FUND REQUISITION 2016-03-08 Agenda Packet Page 185 JUNIOR INDENTURE OF TRUST THIS JUNIOR INDENTURE OF TRUST (this “Indenture”), made and enteredinto as of March 1, 2016, by and between the CHULA VISTA HOUSING AUTHORITY (the “Issuer”), a public body, corporate and politic, organized and existing under the laws of the State of California (the “State”), and U.S. Bank National Association, a nationalbanking association organized and existing under and by virtue of the laws of the United States of America, qualified to accept and administer the trusts hereby created (together with any successor trustee hereunder and their respective successors and assigns, the “Trustee”); W I T N E S S E T H: WHEREAS, the Issuer is authorized by Chapter1 of Part2 of Division24 of the California Health and Safety Code (the “Act”), to issue one or more series of its revenue bonds and loan the proceeds thereof to finance, among other things, the acquisition, construction and development of multifamily rental housing for persons and families of low or moderate income; and WHEREAS, pursuant to the Act and this Indenture, the Issuer proposes to finance the acquisition, construction and development of an 86-unitplus one manager unitmultifamily rental housing development to be located within the City of Chula Vista, California to be known as Duetta Apartment Homes (as more particularly described herein, the “Project”); WHEREAS, in order to provide a portion of the funds necessary to finance the Project, pursuant to and in accordance with the Act, the Issuer has entered into a Funding Loan Agreement, by and among the Issuer, U.S. Bank National Association, as Fiscal Agent(the “Senior Fiscal Agent”) and Citibank, N.A. (the “Senior Funding Lender”), dated as of March 1, 2016 (the “Senior Funding Loan Agreement”) under which the Senior Funding Lender agrees to advance funds (the “Senior Funding Loan”) to or for the account of the Issuer, and, pursuant to a Borrower Loan Agreement, by and between the Issuer and F Street Family CIC, LP, a California limited partnership (the “Borrower”), dated as of March 1, 2016 (the “Senior Borrower Loan Agreement”), the Issuer agrees to applythe proceeds of the Senior Funding Loan to make a loan (the “Senior Borrower Loan,” and, together with the Senior Funding Loan, the “Senior Loans”) to the Borrower to finance the acquisition, construction and equipping of the Project; WHEREAS, the Issuer has executed and delivered a Governmental Note in the amount of the Senior Funding Loan evidencing its obligation to repay the Senior Funding Loan pursuant to the terms of the Senior Funding Loan Agreement (the “Senior Governmental Lender Note”), and the Borrower has executed and delivered a Borrower Note in the amount of the Borrower Loan evidencing its obligation to repay the Senior Borrower Loan pursuant to the terms of the Senior Borrower Loan Agreement (the “Senior Borrower Note,” and, together with the Senior Governmental Lender Note, the Senior Loans, the Senior Funding Loan Agreement, the Senior Borrower Loan and the Senior Borrower Loan Agreement, the “Senior Obligations”); and WHEREAS, pursuant to and in accordance with the Act, the Issuer has authorized and undertaken to issue revenue bonds to be designated Junior Multifamily Housing Revenue Bonds (Duetta Apartment Homes) Junior Series 2016A-3, in the original aggregate principal amount of $________ (the “Bonds”) pursuant to this Indenture in orderto provide a portion of the funds necessary to finance the Project; 2016-03-08 Agenda Packet Page 186 2 WHEREAS, the Issuer has duly entered into a Junior Loan Agreement of even date herewith (the “Junior Loan Agreement”) with the Borrower and the Trustee specifying the terms and conditionsunder which it will issue the Bonds and use the proceeds of the sale thereof to make a mortgage loan in the original aggregate principal amount of $________ (the “Junior Loan”), to the Borrower for the financing of the Project, evidenced by a Junior Promissory Note (the “Junior Note”), endorsed by the Issuer to the Trustee pursuant to this Indenture; WHEREAS, to secure the Borrower’s obligations under the Junior Note, the Borrower will execute and deliver to the Issuer a Junior Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated as of even date herewith (the “Junior Mortgage”) with respect to the Project, which Junior Mortgage will be assigned to the Trustee; and WHEREAS, to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof and of the interest thereon, the Issuer has authorized the execution and delivery of thisIndenture; and WHEREAS, the Issuer has determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Issuer, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal limited obligations of the Issuer, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth, in accordance with its terms, have been done and taken, and the execution and delivery of this Indenture have been in all respects duly authorized; WHEREAS, the Trustee has trust powers and the power and authority to enter into this Indenture, to accept trusts generally and to accept and execute the trust created by this Indenture; the Trustee has accepted the trust so created and, to evidence such acceptance, has joined in the execution of this Indenture. NOW, THEREFORE, the Issuer, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds by the holders and owners thereof, and for other good and valuable consideration, the receipt of which is hereby acknowledged, to secure the payment of the principal of, and interest on the Bonds according to their tenor and effect, and the performance and observance by the Issuer of all the covenants expressed or implied herein and in the Bonds, does hereby grant, bargain, sell, convey, pledge and assign a security interest, unto the Trustee, and its successors in trust and its and their assigns in and to the following (said property being herein referred to as the “Trust Estate”), to wit: GRANTING CLAUSE FIRST All right, title and interest of the Issuer in and to all Revenues. GRANTING CLAUSE SECOND All right, title and interest of the Issuer in and to the Junior Loan Agreement, the Junior Note and the Junior Mortgage (other than the Unassigned Rights), including all extensions and renewals of the terms thereof, if any, including, but without limiting the generality of the foregoing, the present and continuing right to receive, receipt for, collect or make claim for any of the money, income, revenues, issues, profits and other amounts payable or receivable thereunder (including all casualty 2016-03-08 Agenda Packet Page 187 3 insurance benefits or condemnation awards subject to the interests of theholders of the Senior Obligations), whether payable under the above-referenced documents or otherwise, to bring actions and proceedings thereunder or for the enforcement thereof, and to do any and all things which the Issuer or any other Person is or may become entitled to do under said documents. GRANTING CLAUSE THIRD All funds, money and securities and any and all other rights and interests in property whether tangible or intangible from time to time hereafter by delivery or by writing of any kind, conveyed, mortgaged, pledged, assigned or transferred as and for additional security hereunder for the Bonds by the Issuer or by anyone on its behalf or with its written consent to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof. TO HAVE AND TO HOLD, all the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and its successors in said trust and to them and their assigns forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal and proportionate benefit, security and protection of all Holders of the Bonds issued under and secured by this Indenture without privilege, priority or distinction as to lien or otherwise of any of the Bonds over any of the other Bonds, except as set forth in this Indenture; PROVIDED, HOWEVER, that if the Issuer or its successors or assigns shall pay or cause to be paid to the Holders of the Bonds the principal, interest and, to become due thereon at the times and in the manner provided in ArticleIX hereof, and if the Issuer shall keep, perform and observe, or cause to be kept, performed and observed, all of its covenants, warranties and agreements contained herein, then these presents and the estate and rights hereby granted shall, at the option of the Issuer, cease, terminate and be void, and thereupon the Trustee shall cancel and discharge the lien of this Indenture and execute and deliver to the Issuer such instruments in writing as shall be requisite to satisfy the lien hereof, and, subject to the provisions of Sections4.09, 4.11 and 4.12 hereof and ArticleIX hereof, reconvey to the Issuer the estate hereby conveyed, and assign and deliver to the Issuer any property at the time subject to the lien of this Indenture which may then be in its possession; otherwise this Indenture to be and remain in full force and effect and upon the trusts and subject to the covenants and conditions hereinafter set forth. AND IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto, that the terms and provisions upon which the Bonds are to be issued, executed, authenticated, delivered and secured, and the trusts and conditions upon which the Trust Estate is to be held and disposed of, which said trusts and conditions the said Trustee hereby accepts and agrees to discharge, are as follows (except that in the performance of the agreements of the Issuer herein contained, any obligation it may thereby incur for the payment of money shall not be a general obligation of the Issuer nor a debt or pledge of the faith and credit of the Issuer or the State, but shall be payable solely from the revenues and funds pledged for its payment in accordance with this Indenture): 2016-03-08 Agenda Packet Page 188 4 ARTICLE I DEFINITIONS Section 1.1 Definitions. Terms used herein and not otherwise defined shall have the meaning provided in the Indenture. The terms used in this Indenture (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified below: “Act” means Chapter1 of Part2 of Division24 of the California Health and Safety Code, as now in effect and as it may from time to time hereafter be amended and supplemented. “Authorized Amount” shall mean $________, the principal amount of Bonds authorized to be issued under this Indenture. “Authorized Denomination”means $100,000 or any dollar amount in excess thereof. “Authorized Officer” means (a)when used with respect to the Issuer, Chairperson, Vice Chairperson, or Executive Director or Treasurer of the Issuer and such additional Person or Persons, if any, duly designated by the Issuer in writing to act on its behalf (b)when used with respect to the Borrower, any general partner of the Borrower and such additional Person or Persons, if any, duly designated by the Borrower in writing to act on its behalf, and (c)when used with respect to the Trustee, any authorized signatory of the Trustee, or any Person who is authorized in writing to take the action in question on behalf of the Trustee. “Bond Counsel” means (i)on the Closing Date, the law firm or law firms delivering the approving opinion(s) with respect to the Bonds, or (ii)any other firm of attorneys selected by the Issuer that is experienced in matters relating to the issuance of obligations by states and their political subdivisions that is listed as municipal bond attorneys in The Bond Buyer’s Municipal Marketplace. “Bond Fund” means the Bond Fund established by the Trustee pursuant to Section4.01 hereof. “Bond Payment Date” means (i)prior to the Junior Bonds Conversion Date, the first Thursday of each month, commencing April 7, 2016, (ii)on and after the Junior Bonds Conversion Date, June1 and December1, (iii)any date on which the Bonds are subject to mandatory redemption pursuant to the provisions hereof, and (iv)the Maturity Date. “Bond Purchase Agreement” shall mean the Junior Bond Purchase Agreement by and among the Issuer, the Bondholder Representative and the Borrower executed in connection with the Bonds. “Bond Rate” means (i) 9.00% per annum from the Closing Date to but excluding the Junior Bonds Conversion Date; and (ii)8.00% per annum from the Junior Bonds Conversion Date to the Maturity Date (collectively, the “Base Rate”); provided that, following an Event of Default hereunder the Bond Rate shall equal the Default Rate. “Bond Register” means the books or other records maintained by the Bond Registrar setting forth the registered Holders from time to time of the Bonds. 2016-03-08 Agenda Packet Page 189 5 “Bond Registrar” means the Trustee acting as such, and any other bond registrar appointed pursuant to this Indenture. “Bond Resolution”means the resolution adopted by the Issuer authorizing the issuance of the Bonds. “Bondholder” or “Holder” or “Owner” means any Person who shall be the registered owner of any Outstanding Bond or Bonds. “Bondholder Representative” means any Person appointed to such position by written instrument signed by 100% of the Holders of the Outstanding Bonds. If at any time there is no appointed Bondholder Representative, the Servicer shall be deemed to be the Bondholder Representative. If there is no appointed Bondholder Representative and no Servicer, the Holder of a majority or plurality of the Outstanding Bonds shall be deemed to be the Bondholder Representative. The initial Bondholder Representative is ________________________, a ____________________. “Bonds” means the Chula Vista Housing Authority Junior Multifamily Housing Revenue Bonds (Duetta Apartment Homes) Junior Series 2016A-3issued pursuant to the provisions of this Indenture. “Borrower” means F Street Family CIC, LP, a California limited partnership, or any of its permitted successors or assigns, as owner of the Project. “Business Day” means any day other than (a)a Saturday, (b)a Sunday, (c)a day on which the Federal Reserve Bank of NewYork is authorized or obligated by law or executive order to remain closed, (d)a day on which the Principal Office of the Bondholder Representative is closed, or (e)a day on which (i)banking institutions in the City of NewYork or in the city in which the Principal Office of the Trustee or the Bondholder Representative is located are authorized or obligated by law or executive order to be closed or (ii)the NewYork Stock Exchange is closed. “Capitalized Interest Account” shall mean the Capitalized Interest Account of the Junior Loan Fund created pursuant to Section2.10 herein. “Cash Flow” has the meaning set forth inthe Partnership Agreement. “Certificate of the Issuer” and “Request of the Issuer” mean, respectively, a written certificate or request signed in the name of the Issuer by an Authorized Officer of the Issuer or such other Person as may be designated and authorized to sign for the Issuer. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument. “Closing Date” means March___, 2016, the date of issuance of the Bonds. “Code” means the Internal Revenue Code of 1986 and the regulations promulgated thereunder. “Compliance Period” has the meaning set forth in the Partnership Agreement. “City” means the City of Chula Vista, California. 2016-03-08 Agenda Packet Page 190 6 “Default Rate” shall mean a rate per annum equal to the lesser of (i)the maximum interest rate that may be paid on the Bonds under State law, currently twelve percent per annum (12%), or (ii)the Base Rate plus five (5) percentage points, and shall compound monthly. “Deferred Development Fee” means any part of the Development Fee (as defined in the Partnership Agreement) together with any interest thereon not paid by the Completion Date (as defined in the Partnership Agreement) and payable out of Cash Flow in accordance with the terms of the Partnership Agreement. “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 Section147(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 tocontest 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. “Electronic Notice” means delivery of notice in a Word format or a Portable Document Format (PDF) by electronic mail to the electronic mail addresses listed in Section11.05 hereof; provided, that if a sender receives notice that the electronic mail is undeliverable, notice must be sent as otherwise required by Section11.05 hereof. “Enforcement Action”shall have the meaning given to that term in the Subordination Agreement. “Equity Partner” shall mean Raymond James California Housing Opportunities FundV L.L.C., a Florida limited liability company. “Event of Default” or “event of default” means any of those events specified in and defined by the applicable provisions of ArticleVI hereof to constitute an event of default. “Extraordinary Services” means and includes, but not by way of limitation, services, actions and things carried out and all expenses incurred by the Trustee in respect of or to prevent default under this Indenture or the Junior Loan Documents, including any reasonable attorneys’ or agents’ fees and expenses and other litigation costs that are entitled to reimbursement under the terms of the Junior Loan Agreement, and other actions taken and carried out by the Trustee which are not expressly set forth in this Indenture or the Junior Loan Documents. “Government Obligations”means investments meeting the requirements of clauses (a) or (b) of the definition of “Qualified Investments” herein. 2016-03-08 Agenda Packet Page 191 7 “Indenture” means this Junior Indenture of Trust, as the same may be amended, modified or supplemented from time to time. “Issuer” means the Chula Vista Housing Authority, a public instrumentality and political subdivision of the State of California, and its successors and assigns. “Junior Agreement of Environmental Indemnification” shall mean the Junior Agreement of Environmental Indemnification, dated as of the date thereof, executed by the Borrower and the Guarantor for the benefit of the Issuer, the Trustee, the Bondholder Representative, and any lawful holder, owner or pledgee of the Junior Note from time to time. “Junior Bonds Conversion Date”shall mean March1, 2018. “Junior Completion Guaranty” shall mean the Junior Completion Guaranty, dated as of the date of this Indenture, by Emmerson Construction, Inc. “Junior Completion and Repayment Guaranty”shall mean the Junior Completion and Repayment Guaranty, dated as of the date of this Indenture, by Chelsea Investment Corporation. “Junior Exceptions to Non-Recourse Guaranty” shall mean the Junior Exceptions to Non-Recourse Guaranty, dated as of the date of this Indenture, by Chelsea Investment Corporation. “JuniorLoan” means the loan made by the Issuer to the Borrower in the original principal amount of $________ pursuant to the Junior Loan Agreement. “Junior Loan Agreement” means the Junior Loan Agreement dated as of the date hereof among the Borrower, the Issuer and the Trustee, as such Junior Loan Agreement may from time to time be amended or supplemented. “Junior Loan Documents”means, collectively, this Indenture, the Junior Loan Agreement, the Junior Note, the Junior Mortgage, the Bond Purchase Agreement, the Junior Exceptions to Non- Recourse Guaranty, the Junior Agreement of Environmental Indemnification, the Junior Completion Guaranty, the Junior Completion and Repayment Guaranty, and all other documents securing the Junior Loan. “Junior Loan Fund” means the Junior Loan Fund created pursuant to Section2.10 herein. “Junior Mortgage” means the Junior Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated as of the date hereof, together with all riders and addenda thereto, granting a first priority mortgage and security interest in the Project to the Issuer to secure the repayment of the Junior Loan which Junior Mortgage has been assigned by the Issuer to the Trustee as the same may be amended, supplemented or restated. “Junior Note” means the Junior Promissory Note dated the Closing Date from the Borrower, including all riders and addenda thereto, evidencing the Borrower’s obligation to repay the Junior Loan, as the same may be amended, supplemented or restated from time to time, which Junior Promissory Note will be delivered to the Issuer and endorsed by the Issuer to the Trustee. “Maturity Date” March 1, 2061. 2016-03-08 Agenda Packet Page 192 8 “Net Proceeds”,when used with respect to any insurance proceeds or condemnation award with respect to the Project, shall mean the amount remaining (i)after deducting from the gross proceedsthereof all expenses (including attorneys’ fees) incurred in the collection of such proceeds or award and (ii)after applying such amounts as set forth in the Senior Loan Documents. “Outstanding” when used with respect to the Bonds or “Bonds Outstanding” means, as of any date, all Bonds that have been duly authenticated and delivered by the Trustee under this Indenture, except: (a)Bondssurrendered and replaced upon exchange or transfer, or cancelled because of payment or redemption, at or prior to such date; (b)Bonds for the payment, redemption or purchase for cancellation of which sufficient money has been deposited prior to such date with the Trustee (whether upon or prior to the maturity, amortization or redemption date of any such Bonds), or which are deemed to have been paid and discharged pursuant to the provisions of Section9.01 hereof; provided that if such Bonds are to be redeemed prior to the maturity thereof, other than by scheduled amortization, notice of such redemption shall have been givenor arrangements satisfactory to the Trustee shall have been made therefor, or waiver of such notice satisfactory in form to the Trustee shall have been filed with the Trustee; and (c)Bonds in lieu of which others have been authenticated (or payment, when due, of which is made without replacement) under Section2.06 hereof. “Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of the Borrower, dated as of March___, 2016. “Person” means an individual, a corporation, a partnership, an association, a joint stock company, a joint venture, a trust, an unincorporated association, a limited liability company or a government or any agency or political subdivision thereof, or any other organization or entity (whether governmental or private). “Principal Office of the Trustee” means the office of the Trustee referenced in Section 11.05(a) hereof, or such other office or offices as the Trustee may designate in writing from time to time, or the office of any successor Trustee whereit principally conducts its business of serving as trustee under indentures pursuant to which municipal or governmental obligations are issued. “Project” means, collectively, the land and residential rental apartment units, and related fixtures, equipment, furnishings and site improvements known as “Duetta Apartment Homes” located in Chula Vista, California, including the real estate described in the Junior Mortgage. “Qualified Investments” means any of the following if and to the extent permitted by law: (a)direct and general obligations of the UnitedStates of America; (b)obligations of any agency or instrumentality of the United States of America the payment of the principal of and interest on which are unconditionally guaranteed by the full faith andcredit of the United States of America; (c)senior debt obligations of Freddie Mac; (d)senior debt obligations of Fannie Mae; (e)demand deposits or time deposits with, or certificates of deposit issued by, the Trustee or its affiliates or any bank organized under the laws of the United States of America or any state or the District of Columbia 2016-03-08 Agenda Packet Page 193 9 which has combined capital, surplus and undivided profits of not less than $50,000,000; provided that the Trustee or such other institution has been rated at least“VMIG-1”/”A-2+” by Moody’s/S&P or which deposits or certificates are fully insured by the Federal Deposit Insurance Corporation or collateralized pursuant to the requirements of the Office of the Comptroller of the Currency; (f)investment agreements withFreddie Mac or a bank or any insurance company or other financial institution which has a rating assigned by Moody’s/S&P to its outstanding long-term unsecured debt which is the highest rating (as defined below) for long-term unsecured debt obligations assigned by Moody’s/S&P, and which are approved by the Bondholder Representative; or (g)any other investments approved in writing by the Bondholder Representative. For purposes of this definition, the “highest rating” shall mean a rating of at least “VMIG-1”/”A-1+” for obligations with less than oneyear maturity; at least “Aaa”/”VMIG-1”/”AAA”/”A-1+” for obligations with a maturity of oneyear or greater but less than threeyears; and at least “Aaa”/”AAA” for obligations with a maturity of threeyears or greater. Qualified Investments must be limited to instruments that have a predetermined fixed-dollar amount of principal due at maturity that cannot vary or change and interest, if tied to an index, shall be tied to a single interest rate index plus a single fixed spread, if any, and move proportionately with such index. “Record Date” means the 15th day of the month preceding the month in which any Bond Payment Date falls. “Regulatory Agreement” means the Regulatory Agreement and Declaration of Restrictive Covenants dated as of March1, 2016 by and between the Issuer and the Borrower with respect to the Project. “Responsible Officer” means any officer of the Trustee employed within or otherwise having regular responsibility in connection with the corporate trust department of the Trustee and the trusts created hereunder. “Revenue Fund” means the Revenue Fund established by the Trustee pursuant to Section 4.01 hereof. “Revenues” means (a)following the Junior Bonds Conversion Date 50% of available Cash Flow, until any Deferred Development Fee relating to the Project is paid off, and thereafter, 75% of available Cash Flow, in each case with respect to the Junior Loan pursuant to the Junior Loan Agreement, the Junior Note or the Junior Mortgage, including any proceeds from a sale or exchange of any assets of the Borrower, any financing or refinancing of the Project, or any other transaction proceeds, all casualty or other insurance benefits and condemnation awards paid in connection therewith (subject in all eventsto the interests of the holders of any of Senior Obligations in connection with the Senior Obligations), and (b)all money and securities held by the Trustee in the funds and accounts established pursuant to this Indenture, together with all investment earnings thereon (collectively, “Annual Revenues”). Notwithstanding the foregoing, “Revenues” for (a)the December1 payments to be made in accordance with this Indenture, shall mean an estimated amount equal to 50% of Annual Revenues for such fiscal year, and (b)the June1 payments to be made in accordance with this Indenture, shall mean an amount equal to Annual Revenues for the prior fiscal year minus the amount of the December1 payment paid for such prior fiscal year. “Senior Borrower Loan” means the Borrower Loan as defined in the Senior Borrower Loan Agreement. 2016-03-08 Agenda Packet Page 194 10 “Senior Borrower Loan Agreement”means the Borrower Loan Agreement, by and between the Issuer and the Borrower, dated as of March 1, 2016, pursuant to which the Senior Borrower Loan is made. “Senior Borrower Note” means the promissory note executed and delivered by the Borrower in connection with the Senior Borrower Loan. “Senior Fiscal Agent” means U.S. Bank National Association, as fiscal agent under the Senior Funding Loan Agreement and Senior Borrower Loan Agreement “Senior Funding Lender” means Citibank, N.A., as Funding Lender under the Senior Funding Loan Agreement. “Senior Funding Loan” means the Funding Loan as defined in the Senior Funding Loan Agreement. “Senior Funding Loan Agreement” means the Funding Loan Agreement, by and among the Senior Funding Lender, the Senior Fiscal Agent and the Issuer, dated as of as of March 1, 2016, pursuant to which the Senior Funding Loan is made. “Senior Governmental Lender Note” means the promissory note executed and delivered by the Issuer in connection with the Senior Funding Loan. “Senior Loan Documents” means the Funding Loan Documents as defined in the Funding Loan Agreement. “Senior Loans” means the Senior Funding Loan as evidenced by the Senior Governmental Lender Note and the Senior Borrower Loan as evidenced by the Senior Borrower Note. “Senior Loans and Property Items” means and includes, with respect to the Senior Loans and the Project securing the Senior Loans, for any period, each of the following: (a) all debt service, including interest expense and the amortization of all principal coming due in respect of the Senior Loans and the Senior Obligations during such period (whether by maturity, mandatory sinking fund payment, redemption, acceleration or otherwise); (b) all operating, overhead, ownership and other expenditures (whether ordinary, capital or extraordinary expenditures (other than those paid from the excluded sources of gross revenues in the definition of Cash Flow, 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 Project, further including,without limitation, insurance, taxes (including property taxes), assessments and other public charges and all expenditures (capital or otherwise) required for the proper maintenance of the Project in accordance with the Senior Loan Documents (excluding (A) fees or other payments made to the Borrower or any of its affiliates in excess of market rates, and (B) fees, compensation or charges paid to any General Partner of the Borrower or any of its affiliates (other than a management fee not to exceed 5% of gross rent and any Deferred Development Fee owed to the developer, any incentive management fee to the manager and fees and amounts payable to the Investor Limited Partner pursuant to the Partnership Agreement); (c) all other senior claims, including all fees, costs and expenses payable pursuant to the Senior Loan Documents and the Senior Obligations; (d) all other obligations under the Senior Loan Documents and the Senior Obligations, including, but not limited to, the payment of all fees, costs and expensesand other expenditures 2016-03-08 Agenda Packet Page 195 11 (whether for capital expenditures, repairs or replacements (other than those paid from the excluded sources of gross revenues in the definition of Cash Flow, from the proceeds of insurance or out of escrows or reserves to the extentnot required to be replenished)), and the funding of any reserves or escrows required under the Senior Loan Documents (including, but not limited to, replacement reserves, capital reserves, reserves for taxes, insurance, water and sewer charges and other similar impositions), operating reserves and interest rate hedge reserves; (e) all obligations of the Borrower under the Senior Loan Documents in respect of the Senior Loans and the Senior Obligations; and (f) all other amounts that the Borrower is required to pay or set aside pursuant to agreement, but excluding depreciation and amortization of intangibles. “Senior Notes” means, collectively, the Senior Governmental Lender Note and the Senior Borrower Note. “Senior Obligations” means and includes, collectively, and without limitation, each of the following: (a) all debt service payments (including, but not limited to, interest and principal, whether at maturity or by mandatory sinking fund payments, redemption, acceleration or otherwise) on the Senior Notes and the Senior Loans, (b) all obligations of the Borrower and the Issuer under the Senior Loan Documents, (c) all obligations in respect of all Senior Loans and Property Items and (d) all fees, costs, expenses of the Senior Fiscal Agent under the Senior Loan Documents and of the Servicer under the Senior Loan Documents; “Senior Mortgage” has the meaning given the term Security Instrument in the Senior Funding Loan Agreement. “Senior Security” has the meaning given the term Security in the Senior Funding Loan Agreement. “Servicer” means the Servicer under and as defined in the Senior Funding Loan Agreement. “Sophisticated Investor” means (1)a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”); (2)an “accredited investor” as defined in Sections 501(a)(1) through (3)of Regulation D promulgated under the Securities Act; (3)an entity that is directly or indirectly wholly owned or controlled by or under common control with the holder of the Bonds; (4)an entity all of the investors in which are described in (1), (2) or (3) above; or (5) a custodian or trustee for a party described in (1), (2) or (3) above. “Subordination Agreement” means the Subordination and Intercreditor Agreement, dated as of March 1, 2016, by and between the Trustee and the Senior Funding Lender. “State” means the State of California. “Tax Certificate” shall has the meaning given that term in the Funding Loan Agreement.. “Trustee” means U.S. Bank National Association and its successors in trust hereunder. “Trust Estate” shall have the meaning given to that term in the Granting Clauses. “Unassigned Rights” means all of the rights of the Issuer and its directors, officers, commissioners, elected officials, attorneys, accountants, employees, agents and consultants to be held harmless and indemnified, to be paid its fees and expenses, to give or withhold consent to 2016-03-08 Agenda Packet Page 196 12 amendments, changes, modifications and alterations, to receive notices and the right to enforce such rights. Section 1.2 Interpretation. The words “hereof,” “herein,” “hereunder,” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise indicate. All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as in effect from time to time. References to Articles, Sections, and other subdivisions of this Indenture are to the designated Articles, Sections and other subdivisions of this Indenture as originally executed. The headings of this Indenture are for convenience only and shall not define or limit the provisions hereof. ARTICLE II THE BONDS Section 2.1 The Bonds. (a)The Bonds are hereby authorized to be issued hereunder as revenue bondsof the Issuer in accordance with the Bond Resolution. The Bonds are hereby authorized to be designated “Chula Vista Housing Authority Junior Multifamily Housing Revenue Bonds (Duetta Apartment Homes) Junior Series 2016A-3” in the original aggregate principal amount of $________. The Bonds shall be fully registered as to principal and interest, without coupons, and shall be numbered by series, if any, in the manner and with any additional designation as the Trustee, as Bond Registrar, deems necessary for the purpose of identification. All of the Bonds are equally and ratably secured. Bonds issued on the Closing Date shall be dated such date; Bonds issued after the Closing Date shall be dated the date they are authenticated by the Trustee. The Bonds shall be due and payable in full on the Maturity Date. (b)The Bonds shall be issued in Authorized Denominations and shall bear interest at the Bond Rate. Payment of the principal of and interest on the Bonds shall be payable on each Bond Payment Date, solely from Revenues received by the Trustee pursuant to the provisions of the Junior Note and the Junior Loan Agreement; provided, however, such payments shall be first applied to the payment of the interest on the Bonds due payable on such Bond Payment Date. Unpaid principal of and interest on the Bonds, and other overdue amounts under this Indenture, shall accrue interest at the Bond Rate. (1)From the Closing Date until the Junior Bonds Conversion Date, Interest on the Bonds shall be computed on the basis of a 360-day year of twelve months. Interest on the Bonds shall be payable on each Bond Payment Date, in each case from the Bond Payment Date next preceding the date of authentication thereof to which interest has been paid or duly provided for, unless the date of authentication is an Bond Payment Date to which interest has been paid or duly provided for, in which case from the date of authentication of the Bond, or unless no interest has been paid or duly provided for on the Bonds, in which case from the Closing Date, until payment of the principal of the Bond has been made or duly provided for. Notwithstanding the foregoing, if a Bond is authenticated after a Record Date and before the following Bond Payment Date, such Bond shall bear interest from such Bond Payment Date; provided, however, that if there shall be a default 2016-03-08 Agenda Packet Page 197 13 in the payment of interest due on such Bond Payment Date, then the Bonds shall bear interest from the next preceding Bond Payment Date to which interest has been paid or duly provided for, or, ifno interest has been paid or duly provided for on the Bonds, from the Closing Date. (2)Commencing with the Junior Bonds Conversion Date, unpaid principal of and interest on the Bonds, and other overdue amounts under this Indenture, shall accrue interest at the Bond Rate and interest shall be computed on the basis of actual days elapsed in a 365- (or 366-) day year, as applicable, compounding semi-annually on June1 and December1 of each year after Junior Bonds Conversion Date until the Maturity Date or the date of redemption prior thereto. (c)The Person in whose name any Bond is registered on the Record Date with respect to an Bond Payment Date shall be entitled to receive the interest payable on such Bond Payment Date (unless such Bond has been called for redemption on a redemption date which is prior to such Bond Payment Date) notwithstanding the cancellation of such Bond upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Bond Payment Date. (d)No Bonds may be issued under the provisions of this Indenture except in accordance with this Article. The total principal amount of Bonds that may be issued hereunder, or in substitution for other Bonds pursuant to Section2.06 hereof, is expressly limited to $________. Section 2.2 Limited Obligations. The Bonds are limited obligations of the Issuer, payable solely from the Revenues and other funds and money pledged and assigned hereunder. Neither the Issuer, the State of California (the “State”), nor 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, 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. No recourse shall be had for the payment of the principal of, or interest on any Bond or for any claim based thereon or upon any obligation, covenant or agreement in this Indenture contained, against, the Issuer, any past, present or future member of its governing body, its officers, attorneys, accountants, financial advisors, agents or staff or the officers, attorneys, accountants, financial advisors, agents or staff of any successor public entity, as such, either directly or through the Issuer or any successor public entity, under any rule of law or penalty or otherwise, and all such liability of the Issuer, any member of its governing body and its officers, attorneys, accountants, financial advisors, agents and staff is hereby, and by the acceptance of the Bonds, expressly waived and released as a condition of, and in consideration for, the execution of this Indenture and the issuance of the Bonds. It is recognized that notwithstanding any other provision of this Indenture, neither the Borrower, the Trustee nor any Bondholder shall look to the Issuer for damages suffered by the Borrower, the Trustee or such Bondholder as a result of the failure of the Issuer to perform any covenant, undertaking or obligation under this Indenture, the Junior Loan Agreement, the Bonds or any of the other documents referred to herein, or as a result of the incorrectness of any representation made by the Issuer in any of such documents, nor for any other reason. Although this Indenture 2016-03-08 Agenda Packet Page 198 14 recognizes that such documents shall not give rise to any pecuniary liability of the Issuer, nothing contained in this Indenture shall be construed to preclude in any way any action or proceeding (other than that element of any action or proceeding involving a claim for monetary damages against the Issuer) in any court or before any governmental body, agency or instrumentality or otherwise against the Issuer or any of its officers or employees to enforce the provisions of any of such documents which the Issuer is obligated to perform and the performance of which the Issuer has not assigned to the Trustee or any other person; provided, however, that as a condition precedent to the Issuer proceeding pursuant to this Section2.02, the Issuer shall have received satisfactory indemnification. Section 2.3 Indenture Constitutes Contract. In consideration of the purchase and acceptance of the Bonds issued hereunder by those who shall hold them from time to time, the provisions of this Indenture shall be part of the contract of the Issuer with the Holders of the Bonds and shall be deemed to be a contract between the Issuer and the Holders of the Bonds from time to time. Section 2.4 Form and Execution. The Bonds shall be in substantially the form attached as ExhibitA, with necessary and appropriate variations, omissions and insertions as are customary, permitted or required by this Indenture. The Bonds shall be executed on behalf of the manual or facsimile signature of the Authorized Officer of the Issuer, and attested by the manual or facsimile signature of the Secretary or a Deputy Secretary of the Issuer. Any facsimile signatures shall have the same force and effect as if said officers had manually signed the Bonds. In case any officer of the Issuer whose manual or facsimile signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond such signature or such facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery, and also any Bond may bear the facsimile signatures of, or may be signed by, such Persons as at the actual time of the execution of such Bond shall be the proper officers to sign such Bond although at the date of such Bond such Persons may not have been such officers. Section 2.5 Authentication. No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Indenture unless a certificate of authentication on such Bond, substantially in the form set forth in ExhibitA, shall have been duly executed by an Authorized Officer of the Trustee; and such executed certificate of authentication upon any such Bond shall be conclusive evidence that such Bond has been duly executed, registered, authenticated and delivered under this Indenture. It shall not be necessary that the same Person sign the certificate of authentication on all of the Bonds. Section 2.6 Mutilated, Lost, Stolen or Destroyed Bonds. In the event any Bond is mutilated,lost, stolen or destroyed, the Issuer shall execute and the Trustee shall authenticate a new Bond of like denomination, interest rate, series, maturity and tenor in exchange and substitution for and upon cancellation of such mutilated Bond or in lieu of and in substitution for such lost, stolen or destroyed Bond, upon payment by the Owner thereof of any applicable tax or governmental charge and the reasonable expenses and charges of the Issuer and the Trustee in connection therewith, and in the case of a Bond lost, stolen or destroyed, the filing with the Trustee of evidence satisfactory to it that such Bond was lost, stolen or destroyed, and of the ownership thereof, and furnishing the Issuer and the Trustee with indemnity satisfactory to each of them. Inthe event any such Bond shall have matured, instead of issuing a duplicate Bond or Bonds the Issuer may pay the same without surrender thereof. 2016-03-08 Agenda Packet Page 199 15 Section 2.7 Transfer and Exchange of Bonds; Persons Treated as Owners; Restrictions on Transfer. The Trustee as Bond Registrar shall cause a Bond Register to be kept for the registration of transfers of Bonds. Any Bond may be transferred only upon an assignment duly executed by the registered Owner or such registered Owner’s duly authorized representative in such form as shall be satisfactory to the Bond Registrar and upon surrender of such Bond to the Trustee for cancellation. Whenever any Bond or Bonds shall be surrendered for transfer, the Issuer shall execute and the Trustee shall authenticate and deliver to the transferee a replacement fully registered Bond or Bonds, of Authorized Denomination or Denominations and for the amount of such Bond or Bonds so surrendered. Any Bond may, in accordance with its terms, be exchanged, at the office of the Trustee, for a new fully registered Bond or Bonds, of the same maturity, of any Authorized Denomination or Denominations and for the aggregate amount of such Bond then Outstanding. In all cases in which Bonds shall be transferred or exchanged hereunder, the Trustee may make a chargesufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer or exchange shall be paid by the Borrower. The Person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of or on account of the principal of and interest on any such Bond shall be made only to or upon the order of the registered Owner thereof, or such registered Owner’s legal representative, and neither the Issuer nor the Trustee shall be affected by any notice to the contrary. All such payments shall be valid and effectualto satisfy and discharge the liability upon such Bond to the extent of the sum or sums to be paid. Neither the Issuer nor the Trustee shall be required to make any such exchange, registration or transfer of Bonds during the period of fifteen (15)days immediately preceding an Bond Payment Date or, in the case of any proposed redemption of Bonds, during the period of fifteen (15)days immediately preceding the selection of Bonds for such redemption and after the giving of notice of redemption, the Trustee is not required to transfer or exchange any Bond or portion thereof which has been called for redemption. Restrictions on Transfer. The following shall apply to all sales and transfers of the Bonds after the applicable initial sale and delivery of the Bonds: (a)The Bonds, in the form attached hereto as ExhibitA, shall be physical certificated instruments, and shall not be held in a book-entry only system unless approved in advance by the Issuer; (b)The Bonds shall be sold in Authorized Denominations; (c)The Bonds shall only be sold and subsequently transferred to Sophisticated Investors, with such Sophisticated Investors executing and delivering an Investor Letter in the form attached as ExhibitBhereto; and 2016-03-08 Agenda Packet Page 200 16 (d)The Trustee shall not authenticate or register a Bond unless it has received a certificate from the Issuer stating that the conditions of this Section2.07 have been satisfied and there shall have been delivered to the Trustee an Investor Letter executed by the transferee of the Bonds; Section 2.8 Temporary Bonds. Until definitive Bonds are ready for delivery, there may be executed, and upon the request of the Issuer the Trustee shall authenticate and deliver, in lieu of definitive Bonds temporary printed, typewritten, engraved or lithographed Bonds, in such denomination ordenominations as shall be determined by the Issuer, in fully registered form, in substantially the form hereinabove set forth and with such appropriate omissions, insertions and variations as may be required. If temporary Bonds shall be issued, the Issuershall cause the definitive Bonds to be prepared and to be executed and delivered to the Trustee, and the Trustee, upon presentation to it, at the Principal Office of the Trustee, of any temporary Bond shall cancel the same and authenticate and deliver in exchange therefor, without charge to the Owner thereof, a definitive Bond or Bonds, as the case may be, of an equal aggregate principal amount, of the same maturities and bearing interest at the same rates as the temporary Bond surrendered. Until so exchanged the temporary Bonds shall in all respects be entitled to the same benefit and security of this Indenture as the definitive Bonds to be issued and authenticated hereunder. Interest on temporary Bonds, when due and payable, if the definitive Bonds shall not be ready for exchange, shall be paid on presentation of such temporary Bonds and notation of such payment shall be endorsed thereon by the Trustee. Section 2.9 Delivery of Bonds. Upon the execution and delivery of this Indenture, the Issuer shall execute and deliver to the Trustee, and the Trustee shall authenticate the Bonds and deliver them to or upon the order of the Issuer upon receipt by the Trustee of the following: (a)executed counterparts of this Indenture, the Junior Loan Agreement, the Regulatory Agreement, and the Tax Certificate; (b)an opinion of Bond Counsel to the effect that the Bonds are valid and binding special obligations of the Issuer; (c)proceeds of the Bonds, together with accrued interest thereon, if any; (d)the Junior Note; (e)a copy of the Junior Mortgage; (f)an opinion of counsel to the Borrower to the effect that the Borrower is duly organized and validly existing and in good standing under the laws of the state in which it has been organized and in good standing under the laws of each other state in which the Borrower transacts business and has full power and authority to enter into the agreements described herein to which it is a party, that its execution and delivery of and performance of its covenants in such agreements do not contravene law or any provision of any other agreement to which it is a party or by which it or such property is bound or affected, and that all such agreements have been duly authorized, executed and delivered by the Borrower, and are legal, valid and binding agreements of the Borrower enforceable against the Borrower in accordance with their respective terms; 2016-03-08 Agenda Packet Page 201 17 (g)an opinion of Bond Counsel to the effect that the interest on the Bonds, under laws in effect on the date of such opinion, is excluded from gross income for federal incometax purposes and, where applicable, for State income tax purposes; (h)a certified copy of the Bond Resolution; (i)evidence satisfactory to the Trustee that the Senior Notes have been issued and delivered to the initial purchasers thereof; and (j)the written request and authorization to the Trustee by the Issuer to authenticate and deliver the Bonds in accordance with the provisions of this Indenture; Section 2.10 Establishment of Junior Loan Fund and Capitalized Interest Account; Application of Bond Proceeds and Other Money; Assignment of Junior Loan to Trustee. (a)The Trustee shall establish, maintain and hold in trust and there is hereby established with the Trustee a Junior Loan Fund, and within the Junior Loan Fund, the Trustee shall create the Capitalized Interest Account. No amount shall be charged against the Junior Loan Fund except as expressly provided in this Section2.10 and Section4.02. (b)On the Closing Date, (i)$________ of the principal amount of the proceeds of the Bonds shall be deposited in the Junior Loan Fund, and(ii)$0 of the principal amount of the proceeds of the Bonds shall be deposited in the Capitalized Interest Account. Amounts in the Junior Loan Fund shall be disbursed as provided in subparagraph(d) below, subject to the conditions set forth in Section3.1 of the Junior Loan Agreement. Amounts in the Capitalized Interest Account shall be disbursed as provided in Section4.02(b). Upon the disbursement of all amounts in the Junior Loan Fund and the Capitalized Interest Account, the Trustee shall close the Junior Loan Fund and the Capitalized Interest Account. (c)The Issuer shall cause the Borrower to deliver to the Trustee, on or prior to the Closing Date, the amount of $0 for deposit to the credit of the Cost of Issuance Fund established pursuant to Section4.01. (d)Upon the deposit of money to the credit of the Junior Loan Fund, the Issuer shall originate the Junior Loan pursuant to the Junior Loan Agreement and the Trustee shall make disbursements of amounts in the Junior Loan Fund to the Borrower or otherwise as provided in Section4.02. Section 2.11 Subordination. This Indenture and the Junior Loan Agreement are and at all times shall be subject and subordinate in all respects to the terms, provisions, conditions, covenants, liens and security interests of the Senior Loan Documents. Correspondingly, payment of the indebtedness evidenced by the Bonds is and shall be subject and subordinate in all respects to the prior payment in full of all amounts due and payable in respect of the Senior Loans and the Senior Loan Documents. Accordingly, the Bondholders expressly subject and subordinate all of their right, title and interest in and to the Bonds in all respects to (i)the payment in full of the Senior Loans (iii)the lien of the Senior Security under the Senior Loan Documents and of the Senior Mortgage and (iv)the payment in full of all amounts owed to the Servicer under the Senior Loan Documents. In 2016-03-08 Agenda Packet Page 202 18 addition, notwithstanding anything contained in this Indenture, the Junior Loan Agreement, the Junior Note or the Junior Mortgage to the contrary, the Issuer and the Trustee agree, and the Bondholders by their acceptance of the Loan agree, that: (a)the sole source of funds available to the Issuer for the purpose of paying the principal of, and interest on, the Bonds, including scheduled sinking fund payments, if any, shall be the Revenues; (b)the Junior Note is payable solely from, and only to the extent of, the Revenues as defined and provided for in this Indenture; (c)payments of the principal of, and interest on, the Junior Note shall be made only after all current and past due Senior Obligations have been paid in full; (d)the security for the Junior Loan and the Junior Note shall be the Junior Mortgage, which shall be wholly subordinate to the Senior Security encumbering the same Project; (e)the obligation of the Borrower to repay the Junior Loan is and shall be subject and subordinate in all respects to the obligations of the Borrower to pay all amounts due in respect of the Senior Loans, whether under the Senior Loan Documents or otherwise; (f)so long as any amounts are currently due and owing in respect of the Senior Loans, whether under the Senior Loan Documents or otherwise, the Trustee shall not be entitled to (1)make any payment in respect of the Bonds or (2)foreclose on the Junior Mortgage notwithstanding (a)any arrearages in the payments of any amounts due and owing under or with respect to the Bonds or (b)any default in respect of the Bonds, the Junior Note, the Junior Mortgage or the Junior Loan except as consented to in writing by the Servicer; or (3)take any other action except as permitted under the Subordination Agreement; and (g)unpaid principal and interest on the Bonds resulting from insufficient Revenues may accrue and may be payable after such accrual, provided that such principal and interest shall be payable solely from, and only to the extent of, Revenues, provided further that payment of such principal and interest is and shall remain subject and subordinate to the Senior Loans. Failure to make any payment in respect of the Bonds or otherwise under this Indenture shall not constitute an Event of Default under (and as defined in) this Indenture. The Trustee shall not, after the Trustee receives a notice of default or otherwise acquires knowledge of a default or an Event of Default by the Borrower with respect to the Senior Loans or under any Senior Loan Document, make any payments in respect of the Bonds unless and until such default or Event of Default or potential default has been cured or waived by the Bondholder Representative. The parties to this Indenture acknowledge that the terms of this Indenture are in all respects subject to the Senior Loan Documents. 2016-03-08 Agenda Packet Page 203 19 ARTICLE III REDEMPTION OF BONDS PRIOR TO MATURITY Section 3.1 Redemption of Bonds Prior to Maturity. The Bonds are subject to redemption upon the circumstances, on the dates and at the prices set forth as follows: (a)The Bonds shall be subject to mandatory redemption in whole or in part, after satisfaction of all requirements of the Senior Loan Documents, on the next Bond Payment Date for which notice of redemption can timely be given, at a redemption price equal to the principal amount of Bonds to be redeemed plus interest accrued thereon to the date fixed for redemption upon prepayment of the Junior Loan in whole or in part following a casualty to or condemnation of the Project; such mandatory redemption shall be in an amount as nearly equal as possible to, but not exceeding, the amount of any Net Proceeds of insurance or condemnation awards not used to repair or replace the Project. (b)The Bonds shall be subject to mandatory redemption in whole on the next date for which notice of redemption can timely be given at a redemption price equal to the principal amount of the Bonds to be redeemed plus interest accrued thereon to the date fixed for redemption upon acceleration of the Junior Loan in whole following an Event of Default under ArticleVII of the Junior Loan Agreement. (c)Except as otherwise provided in this ArticleIII, including but not limited to Section3.01(g) hereof, the Bonds are subject to optional or mandatory redemption in whole or in part on any Business Day for which notice of redemption can timely be given, in the event and to the extent that the Junior Loan is prepaid pursuant to the Junior Note as set forth in Section4.4 of the Junior Loan Agreement, at a redemption price equal to the principal amount of Bonds to be redeemed, plus accrued interest to the date fixed for redemption. (d)On and after the Junior Bonds Conversion Date, the Bonds shall be subject to mandatory redemption inwhole or in part, on June1 and December1 of each year until the Maturity Date or the redemption of the Bonds, from Revenues deposited in the Bond Fund, at a redemption price equal to the principal amount of Bonds to be redeemed, plus accrued interest tothe date fixed for redemption. (e)The Bonds are subject to mandatory redemption upon a Determination of Taxability in whole on any Business Day for which notice of redemption can timely be given at a redemption price equal to the principal amount of the Bonds to be redeemed plus interest accrued thereon to the date fixed for redemption. (f)The Bonds are subject to mandatory redemption in whole or in part on any Business Day for which notice of redemption can timely be given, in the event and to the extent the Bondholder Representative notifies the Trustee in writing that, subject to and in accordance with the terms and conditions of the Partnership Agreement, there are net proceeds available from (i)a sale or exchange of any assets of the Borrower, (ii)any financing or refinancing of the Project, (iii)the liquidation of the Borrower, or (iv)any other transaction where the proceeds are deemed attributable to capital under generally accepted accounting principles. 2016-03-08 Agenda Packet Page 204 20 (g)The Bonds are subject to mandatory redemption upon in whole on any Business Day for which notice of redemption can timely be given at a redemption price equal to the principal amount of the Bonds to be redeemed plus interest accrued thereon to the date fixed for redemption if the Base Rate is greater than the maximum interest rate that may be paid on the Bonds under State law. (h)The Bonds shall be subject to optional redemption in whole or in part on any Business Day for which notice of redemption can timely be given, at a redemption price equal to the principal amount of the Bonds to be redeemed plus interest accrued thereon to the date fixed for redemption, subject to the consent of the Servicer, so long as the Senior Loans are outstanding. (i)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 this Section3.01. Such option may be exercised by delivery to the Trustee on or prior to the Business Day preceding the applicable date of redemption 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 applicable purchase price on the date that would have been the date of redemption. Section 3.2 Selection of Bonds for Redemption. Bonds shall be redeemed pursuant to this Article III only in Authorized Denominations. Section 3.3 Notice of Redemption. Notice of the intended redemption of each Bond shall be given by the Trustee by first class mail, postage prepaid, or by facsimile transmission, to the registered Owner at the address of such Owner shown on the Bond Register. All such redemption notices shall be given not less than ten (10)days prior to the date fixed for redemption. The Trustee may provide a conditional notice of redemption. Notices of redemption shall state the redemption date and the redemption price, the place or places where amounts due upon such redemption will be payable, and, if less than all of the then Outstanding Bonds are called for redemption, shall state (i)the numbers of the Bonds to be redeemed by giving the individual certificate number of each Bond to be redeemed or shall state that all Bonds between two stated certificate numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption only if bonds cease to be book entry-bonds; (ii)the Maturity Date of each Bond being redeemed; (iii)the conditions, if any, which must be satisfied in order for the redemption to take place on the scheduled date of redemption, and (iv)any other descriptive information needed to identify accurately the Bonds being redeemed. Failure to give notice by mailing to the registered Owner of any Bond designated for redemption or to any depository or information service shall not affect the validity of the proceedings for the redemption of any other Bond if notice of such redemption shall have been mailed as herein provided. Section 3.4 Effect of Notice of Redemption. If a conditional notice of redemption has been provided pursuant to the terms of this Indenture and the conditions are not satisfied, such notice of redemption shall be of no force and effect and the Bondholders shall be restored to their former positions as though no such notice of redemption had been delivered. Notice of redemption having been given in the manner provided in this ArticleIII and if either there were no conditions to such redemption or the conditions have beensatisfied (or in the event no such notice is required under 2016-03-08 Agenda Packet Page 205 21 Section3.03), and money for the redemption being held by the Trustee for that purpose, thereupon the Bonds so called for redemption shall become due and payable on the redemption date, and interest thereon shall cease to accrue on such date; and such Bonds shall thereafter no longer be entitled to any security or benefit under this Indenture except to receive payment of the redemption price thereof. ARTICLE IV REVENUES AND FUNDS Section 4.1 Pledge of Revenues and Assets; Establishment of Funds. The pledge and assignment of and the security interest granted in the Trust Estate pursuant to the Granting Clauses hereof shall attach, be perfected 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 physicaldelivery 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. In addition to the Junior Loan Fund and the Capitalized Interest Account established therein pursuant to Section2.10 hereof, the Trustee shall establish, maintain and hold in trust the following funds and accounts, eachof which is hereby established and each of which shall be disbursed and applied only as herein authorized: (a)Revenue Fund; (b)Bond Fund; and (c)Cost of Issuance Fund The funds and accounts established pursuant to this Section4.01 shall be maintained in the corporate trust department of the Trustee as segregated trust accounts, separate and identifiable from all other funds held by the Trustee. The funds and accounts established hereunder shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of (i)the Holders of the Bonds, respecting the Revenue Fund and the Bond Fund, and (ii)the Borrower, respecting the Cost of Issuance Fund. The Trustee shall, at the written direction of an Authorized Officer of the Issuer, andmay, in its discretion, establish such additional accounts within any Fund, and subaccounts within any of the accounts, as the Issuer or the Trustee may deem necessary or useful for the purpose of identifying more precisely the sources of payments into and disbursements from that Fund and its accounts, or for the purpose of complying with the requirements of the Code relating to arbitrage, but the establishment of any such account or subaccount shall not alter or modify any of the requirements of this Indenture with respect to a deposit or use of money in the funds established hereunder, or result in commingling of funds not permitted hereunder. Section 4.2 Junior Loan Fund and Capitalized Interest Account. (a)The Trustee shall deposit the proceeds of the Bonds as provided in Section2.10 and disburse amounts deposited in the Junior Loan Fund immediately upon receipt to 2016-03-08 Agenda Packet Page 206 22 the Borrower in funding of the Junior Loan. No amounts shall be invested or retained in the Junior Loan Fund. (b)After the Closing Date, the Borrower, with the written consent of the Bondholder Representative, may deposit additional funds into the Capitalized Interest Account. On the last Business Day immediately preceding each Bond Payment Date upto and including the date the Project is placed in service, the Trustee shall transfer funds from the Capitalized Interest Account to the Bond Fund to pay accrued interest on the Bonds through the date immediately preceding such Bond Payment Date without any requirement or condition of submission of any requisition. After the Project is placed in service, amounts held in the Capitalized Interest Account shall be applied to pay Qualified Project Costs (as defined in the Senior Funding Loan Agreement) or transferred to the Bond Fund for application to the payment of interest due in respect to the Bonds, in each case upon the written direction of the Bondholder Representative to the Trustee (a copy of which shall be provided to the Borrower). Section 4.3 Application of Revenues. (a)All Revenues shall be deposited by the Trustee, promptly upon receipt thereof, to the Revenue Fund, except (i)the proceeds of the Bonds received by the Trustee on the Closing Date, which shall be applied in accordance with the provisions of Section2.10 hereof; (ii)with respect to investment earnings to the extent required under the terms hereof to be retained in the funds and accounts to which they are attributable; and (iii)with respect to amounts required to be transferred between funds and accounts as provided in this ArticleIV. (b)On each Bond Payment Date or any other date on which payment of principal of or interest on the Bonds becomes due and payable, the Trustee shall credit from the Revenue Fund to the Bond Fund an amount equal to the principal of and interest due on the Bonds on such date. (c)Promptly upon receipt, the Trustee shall deposit directly to the Bond Fund (i)Net Proceeds representing casualty insurance proceeds or condemnation awards paid as a prepayment of the Junior Loan, after reimbursement of any and all amounts owed to the Bondholder Representative and (ii)amounts paid to the Trustee to be applied to the redemption of all or a portion of the Bonds pursuant to ArticleIII hereof. (d)Should the amount in the Bond Fund be insufficient to pay the amount due on the Bonds on any given Bond Payment Date or other payment date, the Trustee shall credit to the Bond Fund the amount of such deficiency by charging the Revenue Fund. Section 4.4 Application of Bond Fund. The Trustee shall charge the Bond Fund, on each Bond Payment Date, an amount equal to the unpaid interest and principal due on the Bonds on such Bond Payment Date, and shall cause the same to be applied to the payment of such interest and principal when due. Income realized from the investment or deposit of money in the Bond Fund shall be deposited by the Trustee upon receipt thereof in the Revenue Fund. No amount shall be charged against the Bond Fund except as expressly provided in this ArticleIV and in Section6.05. 2016-03-08 Agenda Packet Page 207 23 Section 4.5 Reserved. Section 4.6 Reserved. Section 4.7 Reserved. Section 4.8 Investment of Funds. The money held by the Trustee shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Trustee, at the written direction of the Borrower in Qualified Investments. The Trustee may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. 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 in a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, andany loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Trustee shall not be liable or responsible for any loss resulting from any investment made in accordance herewith. The Issuer acknowledges that to the extent that regulations of the Comptroller of the Currency orother applicable regulatory agency grant the Issuer the right to receive brokerage confirmations of the security transactions as they occur. To the extent permitted by law, the Issuer specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Trustee hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. Section 4.9 Money Held for Particular Bonds; Funds Held in Trust. The amounts held by the Trustee for the payment of the interest, principal or redemption price due on any date with respect to particular Bonds pending such payment, shall be set aside and held in trust by it for the Holders of the Bonds entitled thereto, and for the purposes hereof such interest, principal or redemption price, after the due date thereof, shall no longer be considered to be unpaid. All money held by the Trustee for such purpose at any time pursuant to the terms of this Indenture shall be and hereby are assigned, transferred and set over unto the Trustee in trust for the purposes and under the terms and conditions of this Indenture. Section 4.10 Accounting Records. The Trustee shall maintain accurate books and records for all funds and accounts established hereunder and provide monthly statements (or other electronic access as agreedto by the parties) of such funds and accounts to the Issuer and the Borrower upon request. Section 4.11 Amounts Remaining in Funds. After full payment of the Bonds (or provision for payment thereof having been made in accordance with Section9.01 hereof) and full 2016-03-08 Agenda Packet Page 208 24 payment of the fees, charges and expenses of the Issuer and the Trustee and other amounts required to be paid hereunder or under any Junior Loan Document, any amounts remaining in any fund or account hereunder shall be paid to the Borrower. Section 4.12 Cost of Issuance Fund. The Trustee shall use money on deposit to the credit of the Cost of Issuance Fund to pay the costs of issuance on the Closing Date or as soon as practicable thereafter in accordance with written instructions to be given to the Trustee by the Borrower, as set forth in the closing memorandum prepared by the holder of the Senior Governmental Lender Note (and accepted and agreed to by the Issuer and the Borrower) on the Closing Date or by Requisition in the form attached hereto as ExhibitC, upon deliveryto the Trustee of appropriate invoices for such expenses. Investment earnings on amounts in the Cost of Issuance Fund shall be retained in such fund. Amounts remaining on deposit in the Cost of Issuance Fund six (6) months after the Closing Date shall be transferred to the Borrower. Upon such final disbursement, the Trustee shall close the Cost of Issuance Fund. ARTICLE V GENERAL COVENANTS AND REPRESENTATIONS Section 5.1 Payment of Principal and Interest. The Issuer covenants that it will promptly pay or cause to be paid,but only from the sources identified herein, sufficient amounts to provide for the payment of the principal of, and interest on the Bonds at the place, on the dates and in the manner provided herein and in the Bonds, according to the true intent and meaning thereof. Section 5.2 Performance of Covenants. The Issuer covenants that it will faithfully perform at all times any and all of its covenants, undertakings, stipulations and provisions contained in this Indenture, in any and every Bond executed, authenticated and delivered hereunder and in all proceedings pertaining thereto. Section 5.3 Representations and Warranties of the Issuer. The Issuer hereby represents and warrants as follows: (a)The Issuer is a public instrumentality and political subdivision of the State of California. (b)The Issuer has all necessary power and authority to issue the Bonds and to execute and deliver this Indenture, the Junior Loan Agreement and the other Bond Documents to which it is a party, and to perform its duties and discharge its obligations hereunderand thereunder. (c)The revenues and assets pledged for the repayment of the Bonds are and will be free and clear of any pledge, lien or encumbrance prior to, or equal with, the pledge created by this Indenture, and all action on the part of the Issuer to that end has been duly and validly taken. (d)The Bond Documents to which the Issuer is a party have been validly authorized, executed and delivered by the Issuer, and assuming due authorization, execution and delivery by the other parties thereto, constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and the application of equitable principles. 2016-03-08 Agenda Packet Page 209 25 Section 5.4 Inspection of Project Books. The Issuer covenants and agrees that all books and documents in its possession relating to the Project shall, upon reasonable prior notice, during normal business hours, be open to inspectionand copying by such accountants or other agents as the Trustee or the Bondholder Representative may from time to time reasonably designate. Section 5.5 Damage, Destruction or Condemnation. Net Proceeds resulting from casualty to or condemnation of the Project shall be applied, after satisfaction of all payment requirements under the Senior Loan Documents, as provided in the Junior Loan Documents. Section 5.6 Tax Covenants. (a)Issuer’s Covenants. The Issuer covenants to and for the benefit of the Holders of the Bonds that it will: (1)neither make or use nor cause to be made or used any investment or other use of the proceeds of the Bonds or the money and investments held in the funds and accounts in any manner which would cause the Bonds to be arbitrage bonds under Section148 of the Code and the Regulations issued under Section148 of the Code (the “Regulations”) or which would otherwise cause the interest payable on the Bonds to be includable in gross income for federal income tax purposes; (2)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 it first discovers or becomes aware of any such violation; (3)not take or cause to be taken any other action or actions, or fail to take any action or actions, if the same would cause the interest payable on the Bonds to be includable in gross income for federal income tax purposes; (4)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 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; and (5)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 Section149(b) of the Code and the Regulations. In furtherance of the covenants in this Section5.05, the Issuer and the Borrower shall execute, deliver and comply with the provisions of theTax Certificate, which is 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 into this Indenture by this reference and agrees to comply with the terms specifically applicable to it. In the event of a conflict between the terms of this Indenture and the Tax Certificate, the terms of the Tax Certificateshall control. 2016-03-08 Agenda Packet Page 210 26 (b)Trustee’s Covenants. The Trustee agrees that it will invest funds held under this Indenture in accordance with the covenants and terms of this Indenture and the Tax Certificate (this covenant shall extend through the term of the Bonds, to all funds and accounts created under this Indenture and all money on deposit to the credit of any such fund or account). The Trustee covenants to and for the benefit of the Bondholders that, notwithstanding any other provisions of this Indenture or of anyother Loan Document, it will not knowingly make or cause to be made any investment or other use of the money in the funds or accounts created hereunder which would cause the Bonds to be classified as “arbitrage bonds” within the meaning of Sections 103(b)and 148 of the Code or would cause the interest on the Bonds to be includable in gross income for federal income tax purposes; provided that the Trustee shall be deemed to have complied with such requirements and shall have no liability to the extent it reasonably follows the written directions of the Borrower or the Issuer. This covenant shall extend, throughout the term of the Bonds, to all funds created under this Indenture and all money on deposit to the credit of any such fund. Pursuant to this covenant, with respect to the investments of the funds and accounts under this Indenture, the Trustee obligates itself to comply throughout the term of the issue of the Bonds with the requirements of Sections 103(b) and 148 of the Code; provided that the Trustee shall be deemed to have complied with such requirements and shall have no liability to the extent it reasonably follows the written directions of the Borrower or the Issuer. The Trustee further covenants that should the Issuer or the Borrower file withthe Trustee (it being understood that neither the Issuer nor the Borrower has an obligation to so file), or should the Trustee receive, an opinion of Bond Counsel to the effect that any proposed investment or other use of proceeds of the Bonds would causethe Bonds to become “arbitrage bonds,” then the Trustee will comply with any written instructions of the Issuer, the Borrower or Bond Counsel regarding such investment (which shall, in any event, be a Qualified Investment) or use so as to prevent the Bonds from becoming “arbitrage bonds,” and the Trustee will bear no liability to the Issuer, the Borrower or the Bondholders for investments made in accordance with such instructions. ARTICLE VI DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS Section 6.1 Events of Default. Each of the following shall be an event of default with respect to the Bonds (an “Event of Default”) under this Indenture: (a)failure to pay the principal of, or interest on any Bond when due, to the extent sufficient Revenues are available therefor; (b)failure by the Issuer or the Trustee to perform or observe any other of the covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, and the continuation of such failure for a period of thirty (30) days after written noticethereof, specifying such default and requiring the same to be remedied, shall have been given to the Issuer or the Trustee by the Borrower, the Trustee or the Issuer, as applicable, or by the holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding; or (c)the occurrence of any Event of Default under the Junior Loan Agreement upon written notice thereof, specifying such default and requiring the same to be remedied, delivered to the Issuer or the Trustee by the Borrower, the Trustee or the Issuer, as applicable, or by the holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding. 2016-03-08 Agenda Packet Page 211 27 The Trustee and the Issuer agree that a failure to pay any amounts required to be paid under this Indenture as a result of a deficiency of available Revenues shall not constitute an Event of Default hereunder during any period in which any Senior Obligations are Outstanding. The Trustee and the Issuer agree that a failure to pay any amounts required to be paid under this Indenture as a result of a deficiency of available Revenues shall not during any period in which any Senior Obligations are Outstanding constitute an Event of Default hereunder whereby the Bondholder Representative may commence an Enforcement Action; provided, however, such deficiency of available Revenues may during the period commencing on the Closing Date and ending on and including February28, 2018 result in the Bonds bearing interest at the Default Rate as set forth in Section2.01(b) hereof. Section 6.2 Acceleration; Other Remedies Upon Event of Default. (a)Upon the occurrence of an Event of Default under Section6.01(b) hereof, the Trustee shall, upon the written direction of the Bondholder Representative, and the consent of the Servicer, if required, and receipt of indemnity satisfactory to it, by notice in writing delivered to the Issuer, declare the principal of all Bonds then Outstanding and the interest accrued thereon immediately due and payable, and interest shall continue to accrue thereon until such amounts are paid. (b)Upon the occurrence of an Event of Default (other than an Event of Default under Section6.01(b) hereof), the Trustee shall, but only upon the written direction of the Bondholder Representative, by notice in writing delivered to the Issuer, declare the principal of all Bonds then Outstanding and the interest accrued thereon immediately due and payable and interest on the Bonds shall cease to accrue, anything contained in this Indenture or in the Bonds to the contrary notwithstanding. If at any time after the Bonds shall have been so declared due and payable, and before any judgment or decree for the payment of the money due shall have been obtained or entered, the Issuer or the Borrower shall pay to or deposit with the Trustee a sum sufficient to pay all principal of the Bonds then due (other than solely by reason of such declaration) and all unpaid installments of interest (if any) upon all the Bonds then due, with interest at the rate borne by the Bonds on such overdueprincipal and (to the extent legally enforceable) on such overdue installments of interest, and the reasonable fees and expenses of the Trustee (including its counsel) shall have been made good or cured or adequate provision shall have been made therefor (collectively, the “Cure Amount”)) shall have been paid in full, and all other defaults hereunder shall have been made good or cured or waived in writing by the Bondholder Representative, then and in every case, the Trustee on behalf of the Holders of all the Outstanding Bonds shall rescind and annul such declaration and its consequences; but no such rescission and annulment shall extend to or shall affect any subsequent default, nor shall it impair or exhaust any right or power consequent thereon. Upon theoccurrence and during the continuance of an Event of Default, the Trustee in its own name and as trustee of an express trust, on behalf and for the benefit and protection of the Holders of all Bonds with respect to which such an Event of Default has occurred (if no Event of Default has occurred and is continuing under Section6.01(b)), may also proceed to protect and enforce any rights of the Trustee and, to the full extent that the Holders of such Bonds themselves might do, the rights of such Bondholders under the laws of the State or under this Indenture by such of the following remedies as the Trustee shall deem most effectual to protect and enforce such rights: 2016-03-08 Agenda Packet Page 212 28 (1)by mandamus or other suit, action or proceeding at law or in equity, to enforce the payment of the principal of or interest on the Bonds then Outstanding and to require the Issuer to carry out any covenants or agreements with or for the benefit of the Bondholders and to perform its duties under the Act, this Indenture, the Junior Loan Agreement orthe Regulatory Agreement to the extent permitted under the applicable provisions thereof; (2)by pursuing any available remedies under the Junior Loan Agreement or any Junior Loan Document or the Regulatory Agreement; (3)by realizing or causing to be realized through sale or otherwise upon the security pledged hereunder; and (4)by action or suit in equity enjoin any acts or things that may be unlawful or in violation of the rights of the Holders of the Bonds and execute any other papers and documents and do and perform any and all such acts and things as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Bondholders against the Issuer allowed in any bankruptcy or other proceeding. No remedy by the terms of this Indenture conferred upon or reserved to the Trustee or to the Bondholders is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee, the Bondholders hereunder or under the Junior Loan Agreement or any other Junior Loan Document or the Regulatory Agreement, as applicable, or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver of any Event of Default hereunder, whether by the Trustee or the Bondholders, shall extend to or shall affect any subsequent default or event of default or shall impair any rights or remedies consequent thereto. Section 6.3 Rights of Bondholders. If an Eventof Default under Section6.01(b) hereof shall have occurred and is then continuing, and if requested in writing so to do by the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding with respect to which there is a default, and if indemnified to its satisfaction, the Trustee shall exercise one or more of the rights and powers conferred by this Article as the Trustee, being advised by counsel or a committee of Responsible Officers, shall deem to be in the best interest of the affected Bondholders. If an Event of Default under Section6.01(b) hereof shall have occurred and is then continuing, the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding with respect to which an Event of Default has occurred shall have the right at any time, subject to the provisions of Section6.08 hereof, by an instrument in writing executed and delivered to the Trustee, to direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver or any other proceedings hereunder, in accordance with the provisions of law and of this Indenture. Section 6.4 Waiver by Issuer. Upon the occurrence of an Event of Default, to the extent that such right may then lawfully be waived, neither the Issuer nor anyone claiming through or under it shall set up, claim or seek to take advantage of any appraisal, valuation, stay, extension or redemption laws now or hereinafter in force, in order to prevent or hinder the enforcement of this Indenture; and the Issuer, for itself and all who may claim through or under it, hereby waives, to the 2016-03-08 Agenda Packet Page 213 29 extent that it lawfully may do so, the benefit of all such laws and all right of appraisement and redemption to which it may be entitled under the laws of the State and the UnitedStates. Section 6.5 Application of Money After Default. All money collected by the Trustee at any time pursuant to this Article VI shall, except to the extent, if any, otherwise directed by a court of competent jurisdiction, be credited by the Trustee to the Revenue Fund. Such money so credited to the Revenue Fund and all other money from time to time credited to the Revenue Fund shall at all times be held, transferred, withdrawn and applied as prescribed by the provisions of ArticleIV hereof and this Section6.05. In the event that at any time the money credited to the Revenue Fund and the Bond Fund available for the payment of interest or principal then due with respectto the Bonds shall be insufficient for such payment, such money (other than money held for the payment or redemption of particular Bonds as provided in Section4.09 hereof) shall be applied as follows and in the following order of priority: (a)For payment ofall amounts due to the Trustee incurred in performance of its duties under this Indenture, including, without limitation, the payment of all reasonable fees and expenses of the Trustee incurred in exercising any remedies under this Indenture; (b)Unless the principal of all Bonds shall have become or have been declared due and payable: FIRST: to the payment to the Persons entitled thereto of all installments of interest then due in the order of the maturity of such installments, and, if the amount available is not sufficient to pay in full any installment, then to the payment thereof ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or preference; and SECOND: to the payment to the Persons entitled thereto of the unpaid principal of and, on any Bonds which shall have become due, whether at maturity or by call for redemption, in the order in which they became due and payable, and, if the amount available is not sufficient to pay in full all theprincipal of and, on the Bonds so due on any date, then to the payment of principal ratably, according to the amounts due on such date, to the Persons entitled thereto, without any discrimination or preference, and then to the payment of any premium due on the Bonds, ratably, according to the amounts due on such date, to the Persons entitled thereto, without any discrimination or preference. (c)If the principal of all of the Bonds shall have become or have been declared due and payable, to the payment of the principal of, and interest then due and unpaid upon the Bonds without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due, respectively, for principal and interest, to the Persons entitled thereto without any discrimination or preference except as to any differences in the respective rates of interest specified in the Bonds. Section 6.6 Reserved. 2016-03-08 Agenda Packet Page 214 30 Section 6.7 Remedies Vested in Trustee. All rights of action, including the right to file proof of claims, under this Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceedings relating thereto and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any Holders of the Bonds, and any recovery or judgment shall be for the mutual benefit as provided herein of all of the Holders of the Outstanding Bonds. Section 6.8 Remedies of Bondholders. No Holder of any Bond shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture or for the execution of any trust hereunder or for the appointment of a receiver or any other remedy hereunder, unless (a)a default shall have occurred of which the Trustee shall have been notified as provided herein; (b)such default shall have become an Event of Default under Section6.01(b) hereof; (c)the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding with respect to which there is such an Event of Default shall have made written request to the Trustee and shall have offered reasonable opportunity to the Trustee either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (d)such Holders shall have offered to the Trustee indemnity as provided in this Indenture; and (e)the Trustee shall within sixty (60)days thereafter fail or refuse to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding; it being understood and intended that no one or more Holders of the Bonds shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of this Indenture or the rights of any other Holders of Bonds or to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided with respect to the equal and ratable benefit of all Holders of Bonds with respect to which there is a default. Nothing contained in this Indenture shall, however, affect or impair the right of any Bondholder to enforce the payment of the principal of and interest on any Bond at the maturity thereof or the obligation of the Issuer to pay the principal of, and interest on the Bonds issued hereunder to the respective holders thereof, at the time, in the place, from the sources and in the manner expressed herein and in said Bonds. Section 6.9 Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver, by entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case the Issuer, the Trustee, the Bondholder Representative, the Borrower and the Bondholders shall be restored to their formerpositions and rights hereunder with respect to the Trust Estate herein conveyed, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. Section 6.10 Waivers of Events of Default. So long as no Event of Default has occurred and is then continuing under Section6.01(b) hereof, the Trustee shall waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal of, and interest on the Bonds only upon the written direction of the Bondholder Representative. If there shall have occurred and is then continuing an Event of Default under Section6.01(b) hereof, the Trustee shall waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal of, and interest on the Bonds upon the written request of the Holders of 100% of the Bonds then Outstanding with respect to which there is a default; provided, however, that there shall not be waived (a)any Event of Default in the payment of the principal of any Bonds at the date of maturity specified therein, or upon proceedings for mandatory redemption of any Bonds, (b)any default in the payment when due of the interest on any such Bonds, unless prior to such waiver or 2016-03-08 Agenda Packet Page 215 31 rescission all arrears of interest, with interest (to the extent permitted by law) at the rate borne by the Bonds in respect of which such default shall have occurred on overdue installments of interest or all arrears of payments of principal or when due (whether at the stated maturity thereof or upon proceedings for mandatory redemption) as the case may be, and all expenses of the Trustee in connection with such default shall have been paid or provided for, and in case of any such waiver or rescission, or in case any proceeding taken by the Trustee on account of any such default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Trustee, and the Bondholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other default, or impair any right consequent thereto. Section 6.11 Notice to Bondholders if Default Occurs. Upon the occurrence of an Event of Default, or if an event occurs which could lead to an Event of Default with the passage of time and of which the Trustee is required to take notice pursuant to Section7.02(l) hereof, the Trustee shall, within thirty (30)days, give written notice thereof by first class mail to the registered Owners of all Bonds then Outstanding. Notwithstanding the foregoing, except in the case of an Event of Default with respect to the payment of principal of or and interest on the Bonds, the Trustee shall be protected in withholding such notice if and so long as the board of directors of the Trustee, the executive committee, or a trust committee of directors or officers of the Trustee in good faith determines that the withholding of such notice is in the best interests of the Holders of the Bonds. ARTICLE VII CONCERNING THE TRUSTEE Section 7.1 Standard of Care. The Trustee, prior to an Event of Default as defined in Section 6.01 and after the curing or waiver of all such events which may have occurred, shall perform such duties and only such duties as are specifically set forth in this Indenture. The Trustee, during the existence of any such Event of Default (which shall not have been cured or waived), shall exercise such rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under similar circumstances in the conduct of such Person’s own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its breach of trust, own negligence or willful misconduct,except that: (a)prior to an Event of Default hereunder, and after the curing or waiver of all such Events of Default which may have occurred: (1)the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except with regard to the performance of such duties and obligations as are specifically set forth in this Indenture; and (2)in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to thetruth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Trustee by the Person or Persons authorized to furnish the same; 2016-03-08 Agenda Packet Page 216 32 (b)at all times, regardless of whether or not any such Event of Default shall exist: (1)the Trustee shall not be liable for any error of judgment made in good faith by an officer or employee of the Trustee except for willful misconduct or negligence by the officer or employee of the Trustee as the case may be; and (2)the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Bondholder Representative or the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding (or such lesser or greater percentage as is specifically required or permitted by this Indenture) 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. Section 7.2 Reliance Upon Documents. Except as otherwise provided in Section7.01: (a)the Trustee may rely upon the authenticity or truth of the statements and the correctness of the opinions expressed in, and shall be protected inacting upon any resolution, certificate, statement, instrument, opinion, report, notice, notarial seal, stamp, acknowledgment, verification, request, consent, order, bond, or other paper or document of the proper party or parties, including any facsimile transmission as permitted hereunder or under the Junior Loan Agreement; (b)any notice, request, direction, election, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an instrument signed in the name of the Issuer by an Authorized Officer of the Issuer (unless other evidence in respect thereof be herein specifically prescribed), and any resolution of the Issuer may be evidenced to the Trustee by a copy of such resolution duly certified by an Authorized Officer of the Issuer; (c)anynotice, request, certificate, statement, requisition, direction, election, order or demand of the Borrower mentioned herein shall be sufficiently evidenced by an instrument purporting to be signed in the name of the Borrower by any Authorized Officer of the Borrower (unless other evidence in respect thereof be herein specifically prescribed), and any resolution or certification of the Borrower may be evidenced to the Trustee by a copy of such resolution duly certified by a secretary or other authorized representative of the Borrower; (d)[Intentionally Omitted]; (e)any notice, request, direction, election, order or demand of the Bondholder Representative mentioned herein shall be sufficiently evidenced by an instrument purporting to be signed in the name of the Bondholder Representative by any Authorized Officer of the Bondholder Representative (unless other evidence in respect thereof be herein specifically prescribed); (f)[Intentionally Omitted]; (g)[Intentionally Omitted]; (h)in the administration of the trusts of this Indenture, the Trustee may execute any of the trusts or powers hereby granted directly or through its agents, receivers or attorneys, and the Trustee may consult with counsel and the opinion or advice of such counsel shall be full and 2016-03-08 Agenda Packet Page 217 33 complete authorizationand protection in respect of any action taken or permitted by it hereunder in good faith and in accordance with the opinion of such counsel; (i)whenever in the administration of the trusts of this Indenture, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or permitting any action hereunder, such matters (unless other evidence in respect thereof be herein specifically prescribed), may in the absence of negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by a certificate of an officer or authorized agent of the Issuer or the Borrower and such certificate shall in the absence of bad faith on the part of the Trustee be full warrant to the Trustee for any action taken or permitted by it under the provisions of this Indenture, but in its discretion the Trustee may in lieu thereof accept other evidence of such matter or may require such further or additional evidence as it may deem reasonable; (j)the recitals herein and in the Bonds (except the Trustee’s certificate of authentication thereon) shall be taken as the statements of the Issuer and the Borrower and shall not be considered as made by or imposing any obligation or liability upon the Trustee. 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 or the Borrower to the Trust Estate, or as to the security of this Indenture, or of the Bonds issued hereunder, and the Trustee shall incur no liability or responsibility in respect of any of such matters; (k)the Trustee shall not be personally liable for debts contracted or liability for damages incurred in the management or operation of the Trust Estate except for its own willful misconduct or negligence; and every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section7.02(k); (l)the Trustee shall not be required to ascertain or inquire as to the performance or observance of any of the covenants or agreements (except to the extent they obligate the Trustee) herein or in any contracts or securities assigned or conveyed to or pledged with the Trustee hereunder, except Events of Default that are evident under Section6.01(a) or Section6.01(b) hereof. The Trustee shall not be required to take notice or be deemed to have notice or actual knowledge of any default or Event of Default specified in Section6.01 hereof (except defaults under Section6.01(a) or Section6.01(b) hereof) unless the Trustee shall receive from the Issuer, the Bondholder Representative or the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding written notice stating that a default or Event of Default has occurred and specifying the same, and in the absence of such notice the Trustee may conclusively assume that there is not such default. Every provision contained in this Indenture or related instruments or in any such contract or security wherein the duty of the Trustee depends on the occurrence and continuance of such default shall be subject to the provisions of this Section7.02(l); (m)the Trustee shall be under no duty to confirm or verify any financial or other statements or reports or certificates furnished pursuant to any provisions hereof, except to the extent such statement or reports are furnished by or under the direction of the Trustee, and shall be under no other duty in respect of the same except to retain the same in its files and permit the inspection of the same at reasonable times by the Holder of any Bond; and (n)the Trustee shall be under no obligation to exercise those rights or powers vested in it by this Indenture, other than such rights and powerswhich it shall be obliged to exercise 2016-03-08 Agenda Packet Page 218 34 in the ordinary course of its trusteeship under the terms and provisions of this Indenture and as required by law, at the request or direction of any of the Bondholders pursuant to Sections6.03 and 6.08 of this Indenture, unless such Bondholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in the compliance with such request or direction. None of the provisions contained inthis Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. The Trustee is authorized and directed to execute in its capacity as Trustee the Junior Loan Agreement and the Regulatory Agreement and shall have no responsibility or liability with respect to any information, statement or recital in any offering memorandum or other disclosure material prepared ordistributed with respect to the issuance of the Bonds. The Trustee or any of its affiliates may act as advisor or sponsor with respect to any Qualified Investments. The Trustee agrees to accept and act upon facsimile transmission or Electronic Notice of written instructions and/or directions pursuant to this Indenture provided, however, that: (a)subsequent to such facsimile transmission or Electronic Notice of written instructions and/or directions the Trustee shall forthwith receive the originally executed instructions and/or directions, (b)such originally executed instructions and/or directions shall be signed by such Person as may be designated and authorized to sign for the party signing such instructions and/or directions, and (c)the Trustee shallhave received a current incumbency certificate containing the specimen signature of such designated Person. Any resolution, certification, notice, request, direction, election, order or demand delivered to the Trustee pursuant to this Section7.02 shall remain in effect until the Trustee receives written notice to the contrary from the party that delivered such instrument accompanied by revised information for such party. The Trustee shall have no responsibility for the value of any collateral or with respect to the perfection or priority of any security interest in any collateral except as otherwise provided in Section7.17 hereof. Section 7.3 Use of Proceeds. The Trustee shall not be accountable for the use or application of any of the Bonds authenticated or delivered hereunder or of the proceeds of the Bonds except as provided herein. Section 7.4 Trustee May Hold Bonds. The Trustee and its officers and directors may acquire and hold, or become pledgees of Bonds and otherwise may deal with the Issuer and the Borrower in the same manner and to the same extent and with like effect as though it were not Trustee hereunder. Section 7.5 Trust Imposed. All money received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received. 2016-03-08 Agenda Packet Page 219 35 Section 7.6 Compensation of Trustee. The Trustee shall be entitled to its acceptance fee and its annual administration fee, payable by the Borrower pursuant to the Junior Loan Agreement, in connection with the services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder. The Trustee shall be entitled to extraordinary fees and expenses in connection with any Extraordinary Services performed consistent with the dutieshereunder or under any of the Junior Loan Documents; provided the Trustee shall not incur any extraordinary fees and expenses without the consent of the Bondholder Representative (except that no consent shall be required if an Event of Default under 6.01(b) has occurred and is continuing). If any property, other than cash, shall at any time be held by the Trustee subject to this Indenture, or any supplemental indenture, as security for the Bonds, the Trustee, if and to the extent authorized by a receivership, bankruptcy, or other court of competent jurisdiction or by the instrument subjecting such property to the provisions of this Indenture as such security for the Bonds, shall be entitled to make advances for the purpose of preserving such property or ofdischarging tax liens or other liens or encumbrances thereon. Payment to the Trustee for its services and reimbursement to the Trustee for its expenses, disbursements, liabilities and advances, shall be limited to the sources described in the Junior LoanAgreement and in Sections 4.11 and 6.05 hereof. The Issuer shall have no liability for Trustee’s fees, costs or expenses. Subject to the provisions of Section7.09 hereof, the Trustee agrees that it shall continue to perform its duties hereunder (including, but not limited to, its duties as Paying Agent and Bond Registrar) and under the Junior Loan Documents even in the event that money designated for payment of its fees shall be insufficient for such purposes or in the event that the Borrower fails to pay the Trustee’s fees and expenses as required by the Junior Loan Agreement. The Borrower shall indemnify and hold harmless the Trustee and its officers, directors, officials, employees, agents, receivers, attorneys, accountants, advisors, consultants and servants, past, present or future, from and against (a)any and all claims by or on behalf of any Person arising from any cause whatsoever in connection with this Indenture or transactions contemplated hereby, the Project, or the issuance of the Bonds; (b)any and all claims arising from any act or omission of the Borrower or any of its agents, contractors, servants, employees or licensees in connection with the Project, or the issuance of the Bonds; and (c)all costs, counsel fees, expenses or liabilities incurred in connection with any such claim or proceeding brought thereon; except that the Borrower shall not be required to indemnify any Person for damages caused by the gross negligence, willful misconduct or unlawful acts of such Person or which arise from events occurring after the Borrower ceases to own the Project. In the event that any action or proceeding is brought or claim made against the Trustee, or any of its officers, directors, officials, employees, agents, receivers, attorneys, accountants,advisors, consultants or servants, with respect to which indemnity may be sought hereunder, the Borrower, upon written notice thereof from the indemnified party, shall assume the investigation and defense thereof, including the employment of counsel and the payment of all expenses. The indemnified party shall have the right to approve a settlement to which it is a party and to employ separate counsel in any such action or proceedings and to participate in the investigation and defense thereof, and the Borrower shall pay the reasonable fees and expenses of such separate counsel. The provisions of this Section shall survive the termination of this Indenture. Section 7.7 Qualifications of Trustee. There shall at all times be a Trustee hereunder which shall be an association or a corporation organized and doing business under the laws of the United States of America or any state thereof, authorized under such laws to exercise corporate trust powers. Any successor Trustee shall have a combined capital and surplus of at least $50,000,000 (or shall be a wholly owned subsidiary of an association or corporation that has such combined capital and surplus), and be subject to supervision or examination by federal or state authority, or shall have 2016-03-08 Agenda Packet Page 220 36 been appointed by a court of competent jurisdiction pursuant to Section7.09. If such association or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority referred to above, then for the purposes ofthis Section, the combined capital and surplus of such association or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section and another association or corporation is eligible, the Trustee shall resign immediately in the manner and with the effect specified in Section7.09. Section 7.8 Merger of Trustee. Any association or corporation into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any association or corporation resulting fromany such conversion, sale, merger, consolidation or transfer to which it is a party shall, ipsofacto, be and become successor Trustee hereunder and vested with all the title to the whole property or Trust Estate and all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instruments or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding, and shall also be and become successor Trustee in respect of the beneficial interest of the Trustee in the Junior Loan. Section 7.9 Resignation by the Trustee. The Trustee may at any time resign from the trusts hereby created by giving written notice to the Issuer, the Borrower and the Bondholder Representative, and by giving notice by certified mail or overnight delivery service to each Holder of the Bonds then Outstanding. Such notice to the Issuer, the Borrower and the Bondholder Representative may be served personally or sent by certified mail or overnight delivery service. The resignation of the Trustee shall not be effective until a successor Trustee has been appointed as provided herein and such successor Trustee shall have agreed in writing to be bound by the duties and obligations of the Trustee hereunder. Section 7.10 Removal of the Trustee. The Trustee may be removed at any time, either with or without cause, with the consent of the Bondholder Representative (which consent of the Bondholder Representative shall not be unreasonably withheld and which approval shall be deemed given after fifteen (15) days if the Bondholder Representative has not responded to a written request for such approval) by a written instrument signed by the Issuer and delivered to the Trustee and the Borrower, and if an Event of Default shall have occurred and be continuing, other than an Event of Default under Section6.01(b), by a written instrument signed by the Bondholder Representative and delivered to the Trustee, the Issuer and the Borrower. The Trustee may also be removed, if an Event of Default under Section6.01(b) shall have occurred and be continuing, by a written instrument or concurrent instruments signed by the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding and delivered to the Trustee, the Issuer, the Borrower and the Bondholder Representative. The Trustee may also be removed by the Bondholder Representative following notice to the Issuer and after a thirty (30) day period during which the Issuer may attempt to cause the Trustee to discharge its duties in a manner acceptable to Bondholder Representative, and in each case written notice of such removal shall be given to the Servicer, the Borrower and to each registered Owner of Bonds then Outstandingas shown on the Bond Registrar. Any such removal shall take effect on the day specified in such written instrument(s), but the Trustee shall not be discharged from the trusts hereby created until a successor Trustee has been appointed and has accepted such appointment and has agreed in writing to be bound by the duties and obligations of the Trustee hereunder. 2016-03-08 Agenda Packet Page 221 37 Section 7.11 Appointment of Successor Trustee. (a)In case at any time the Trustee shall resign or be removed, or be dissolved, or shall be in course of dissolutionor liquidation, or otherwise become incapable of acting hereunder, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if a public supervisory office shall take charge or control of the Trustee or of its property or affairs, a vacancy shall forthwith and ipsofactobe created in the office of such Trustee hereunder, and the Issuer, with the written consent of the Bondholder Representative (which consent shall not be unreasonably withheld and which consent shall be deemed given after fifteen (15) days if the applicable party has not responded to a written request from the Issuer for such consent), shall promptly appoint a successor Trustee. Any such appointment shall be made by a written instrument executed by an Authorized Officer of the Issuer. (b)If, in a proper case, no appointment of a successor Trustee shall be made pursuant to subsection (a) of this Section7.11 within sixty (60)days following delivery of all required notices of resignation given pursuant to Section7.09 or of removal of the Trustee pursuant to Section7.10, the retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. The court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. Section 7.12 Concerning Any Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Issuer a written instrument accepting such appointment hereunder, accepting assignment of the beneficial interest in the Junior Mortgage, and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the Trust Estate and the rights, powers, trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of the Issuer, the Borrower or the Bondholder Representative, or of its successor, and upon payment of all amounts due such predecessor, includingbut not limited to fees and expenses of counsel, execute and deliver such instruments as may be appropriate to transfer to such successor Trustee all the Trust Estate and the rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and money held by it as Trustee hereunder to its successor. Should any instrument in writing from the Issuer be required by a successor Trustee for more fully and certainly vesting in such successor the Trust Estate andall rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Issuer. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all other instruments provided for in this Article, shall be filed and/or recorded by the successor Trustee in each recording office where this Indenture shall have beenfiled and/or recorded. Each successor Trustee shall mail notice by first class mail, postage prepaid, at least once within 30 days of such appointment, to the Owners of all Bonds Outstanding at their addresses on the Bond Register. Section 7.13 Successor Trustee as Trustee, Paying Agent and Bond Registrar. In the event of a change in the office of Trustee, the predecessor Trustee which shall have resigned or shall have been removed shall cease to be trustee and paying agent on the Bonds and Bond Registrar, and the successor Trustee shall become such Trustee, Paying Agent and Bond Registrar. Section 7.14 Appointment of Co-Trustee or Separate Trustee. It is the intent of the Issuer and the Trustee that there shall be no violation of any law of any jurisdiction (including particularly the laws of the State) denying or restricting the right of banking corporations or associations to 2016-03-08 Agenda Packet Page 222 38 transact business as Trustee in such jurisdiction. It is recognized that in case of litigation under or connected with this Indenture, the Junior Loan Agreement or any of the other Junior Loan Documents, and, in particular, in case of the enforcement of any remedies 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 or therein granted to the Trustee or hold title to the properties in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee, with the consent of the Issuer, appoint an additional individual or institution as a co-trustee or separate trustee. In the event that the Trustee appoints an additional individual or institution as a co-trustee or separate trustee, in the event of the incapacity or lack of authority of the Trustee, by reason of any present or future law of any jurisdiction, to exercise any of the rights, powers, trusts and remedies granted to the Trustee herein or to hold title to the Trust Estate or to take any other action that may be necessary or desirable in connection therewith, each and every remedy, power, right, obligation, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be imposed upon, exercised by or vested in or conveyed to the Trustee with respect thereto shall be imposed upon, exercisable by and vest in such separate trustee or co-trustee, but only to the extent necessary to enable such co-trustee or separate trustee to exercise such powers, rights, trusts and remedies, and every covenant and obligation necessary to the exercise thereof by such co-trustee or separate trustee shall run to and be enforceable by either of them, subject to the remaining provisions of this Section7.14. Such co-trustee or separate trustee shall deliver an instrument in writing acknowledging and accepting its appointment hereunder to the Issuer and the Trustee. Should any instrument in writing from the Issuer be required by the co-trustee or separate trustee so 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, be executed, acknowledged and delivered by the Issuer, the Trustee and the Borrower. If the Issuer shall fail to deliver the same within thirty (30) days of such request, the Trustee is hereby appointed attorney-in-fact for the Issuer to execute, acknowledge and deliver such instruments in the Issuer’s name and stead. In case any co-trustee or separate 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 co-trustee or separate trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such co-trustee or separate trustee. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely: (a)The Bonds shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Indenture conferred upon the Trustee in respect of the custody, control or management of money, papers, securities and other personal property shall be exercised solely by the Trustee; (b)all rights, powers, trusts, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon or exercised or performed by the Trustee, or by the Trustee and such co-trustee, or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under the law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent 2016-03-08 Agenda Packet Page 223 39 or unqualified to perform such act or acts, in which event such act or acts shall be performed by such co-trustee or separate trustee; (c)any request in writing by the Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking or the refraining from taking of such action by such co-trustee or separate trustee; (d)any co-trustee or separate trustee to the extent permitted by law shall delegate to the Trustee the exercise of any right, power, trust, duty or obligation, discretionary or otherwise; (e)the Trustee at any time by an instrument in writing with the concurrence of the Issuer evidenced by a certified resolution may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section and in case an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of or remove any such co-trustee or separate trustee without the concurrence of the Issuer, and upon the request of the Trustee, the Issuer shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section; (f)no Trustee or co-trustee hereunder shall be personally liable by reason of any act or omission of any other Trustee hereunder; (g)any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing executed by the Bondholders and delivered to the Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee; and (h)any money, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Trustee. The total compensation of the Trustee and co-trustee or separate trustee shall be as, and may not exceed the amount, provided in Section7.06 hereof. Section 7.15 Notice of Certain Events. The Trustee shall give written notice to the Issuer, the Servicer and the Bondholder Representative of any failure by the Borrower to comply with the terms of the Regulatory Agreement of which a Responsible Officer has actual knowledge. Section 7.16 Reserved. Section 7.17 Filing of Financing Statements. The Trustee shall, at the expense of the Borrower, file or record or cause to be filed or recorded all UCC continuation statements for the purpose of continuing without lapse the effectiveness of those financing statements which have been filed on or approximately on the Closing Date in connection with the security for the Bonds pursuant to the authority of the UCC. Upon the filing of any such continuation statement the Trustee shall immediately notify the Issuer, the Borrower, the Bondholder Representative and the Servicer that the same has been done. If direction is given by the Servicer or the Bondholder Representative, the Trustee shall file all continuation statements in accordance with such directions. 2016-03-08 Agenda Packet Page 224 40 ARTICLE VIII SUPPLEMENTAL INDENTURES AND AMENDMENTS OF CERTAIN DOCUMENTS Section 8.1 Supplemental Indentures Not Requiring Consent of Bondholders. The Issuer and the Trustee may from time to time and at any time, without the consent of, or notice to, any of the Bondholders, but with the prior written consent of the Bondholder Representative, enter into an indenture or indentures supplemental to this Indenture for any one or more of the following purposes: (a)to cure any formal defect, omission, inconsistency or ambiguity herein in a manner not materially adverse to the Holder of any Bond to be Outstanding after the effective date of the change; (b)to grant to or confer upon the Trustee for the benefit of the Holders of the Bonds any additional rights, remedies, powers orauthority that may lawfully be granted or conferred and that are not contrary to or inconsistent with this Indenture or the rights of the Trustee hereunder as theretofore in effect; (c)to subject to the lien and pledge of this Indenture additional revenues, properties or collateral; (d)to modify, amend or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect or to permit the qualification of the Bonds for sale under any state blue sky laws; (e)to make such additions, deletions or modifications as may be, in the opinion of Bond Counsel delivered to the Issuer and the Trustee, necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds; or (f)to modify, amend or supplement this Indenture in any other respect which is not materially adverse to the Holders of the Bonds to be Outstanding after the effective date of the change and which does not involve a change described in Section8.02. Section 8.2 Supplemental Indentures Requiring Consent of Bondholders. With the prior written consent of the Bondholder Representative, the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, to consent to and approve the execution by the Issuer and the Trustee of such indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture; provided, however, that nothing in this Section contained shall permit, or be construed as permitting, (a)an extension of the time for payment of, or an extension of the stated maturity or reduction in the principal amount or reduction in the rate of interest on or extension of the time of payment, of interest on, or reduction of any premium payable on the redemption of, any Bonds, or a reduction in the Borrower’s obligation on the Junior Note, without the consent of the Holders of all of the Bonds then Outstanding, (b)the creation of any lien prior to or on a parity with the lien of this Indenture, (c)a reduction in the aforesaid percentage of the 2016-03-08 Agenda Packet Page 225 41 principal amount of Bonds which is required in connection with the giving of consent to any such supplemental indenture, without the consent of the Holders of all of the Bonds then Outstanding, (d)the modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, (e)a privilege or priority of any Bond over any other Bonds, or (f)any action that results in the interest on the Bonds becoming included ingross income for federal income tax purposes. If at any time the Issuer shall request the Trustee to enter into any such supplemental indenture for any of the purposes of this Section, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be mailed, postage prepaid, to all registered Bondholders and to the Bondholder Representative. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the corporate trust office of the Trustee for inspection by all Bondholders. Thirty (30) days after the date of the mailing of such notice, the Issuer and the Trustee may enter into such supplemental indenture substantially in the form described in such notice, but only if there shall have first been or is simultaneously delivered to the Trustee the required consents, in writing, of the Bondholder Representative and the Holders of not less thanthe percentage of Bonds required by this Section8.02. If the Holders of not less than the percentage of Bonds required by this Section8.02 shall have consented to and approved the execution and delivery of a supplemental indenture as provided herein, no Holder of any Bond shall have any right 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 fromexecuting the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section8.02 permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith. The Trustee may rely upon an opinion of counsel as conclusive evidence that execution and delivery of a supplemental indenture has been effected in compliance with the provisions of this ArticleVIII. Anything in this ArticleVIII to the contrary notwithstanding, unless the Borrower shall then be in default of any of its obligations under the Junior Loan Agreement, the Regulatory Agreement, the Junior Note or the Junior Mortgage, a supplemental indenture under this ArticleVIII which affects any rights of the Borrower shall not become effective unless and until the Borrower shall have expressly consented in writing to the execution and delivery of such supplemental indenture. In this regard, the Trustee shall cause notice of the proposedexecution and delivery of any such supplemental indenture to be mailed by certified or registered mail to the Borrower or the Borrower’s attorney at least fifteen (15)days prior to the proposed date of execution and delivery of any supplemental indenture. Notwithstanding any other provision of this Indenture, the Issuer and the Trustee may consent to any supplemental indenture upon receipt of the consent of the Bondholder Representative, the Holders of all Bonds then Outstanding and, as applicable, the Borrower. Section 8.3 Amendments to Junior Loan Agreement Not Requiring Consent of Bondholders. The Trustee shall, without the consent of, or notice to, the Bondholders, but with the consent of the Borrower and the Bondholder Representative, consent to any amendment, change or modification of the Junior Loan Agreement as follows: 2016-03-08 Agenda Packet Page 226 42 (a)as may be required by the provisions of Junior Loan Agreement or this Indenture; (b)to cure any formal defect, omission, inconsistency or ambiguity in the Junior Loan Agreement in a manner not materially adverse to the Holder of any Bond to be Outstanding after the effective date of the change; (c)to make such additions, deletions or modifications as may be necessary, in the opinion of Bond Counsel delivered to the Issuer and the Trustee, to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds; or (d)to modify, amend or supplement the Junior Loan Agreement in any other respect which is not materially adverse to the Trustee or Holders of the Bonds to be Outstanding after the effective date of the change and which does not involve a change described in Section8.04. Section 8.4 Amendments to Junior Loan Agreement Requiring Consent of Bondholders. Except for the amendments, changes or modifications of the Junior Loan Agreement as provided in Section8.03 hereof, neither the Issuer nor the Trustee shall consent to any other amendment, change or modification of the Junior Loan Agreement without the consent of the Bondholder Representative, and the Borrower and without the givingof notice and the written approval or consent of the Holders of at least 51% of the aggregate principal amount of the Bonds then Outstanding given and procured in accordance with the procedure set forth in Section8.02 hereof; provided, however, that nothing contained in this Section8.04 shall permit, or be construed as permitting, any amendment, change or modification of the Borrower’s obligation to make the payments required under the Junior Loan Agreement without the consent of the Holders of all of the Bonds then Outstanding. If at any time the Issuer and the Borrower shall request the consent of the Trustee to any such proposed amendment, change or modification of the Junior Loan Agreement, the Trustee shall cause notice of such proposed amendment, change or modification to be given in the same manner as provided in Section8.02 hereof. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same areon file at the Principal Office of the Trustee for inspection by Bondholders. Section 8.5 Consent of Holders of Senior Governmental Lender Notes. No supplement or amendment to the Junior Loan Agreement or this Indenture, as described in this ArticleVIII, shall be effective except upon receipt by the Trustee of the written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, thereto of the holders of 100% of the aggregate principal amount of the Senior Governmental Lender Notesthen outstanding. Section 8.6 Opinion of Bond Counsel Required. No supplement or amendment to the Junior Loan Agreement or this Indenture, as described in this ArticleVIII, shall be effective until the Issuer, the Trustee and the Bondholder Representative shall have received an opinion of Bond Counsel to the effectthat such supplement or amendment is authorized or permitted by this Indenture and, upon execution and delivery thereof, will be valid and binding upon the Issuer in accordance with its terms and will not cause interest on the Bonds to be includable in gross income of the Holders thereof for federal income tax purposes. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, the opinion of any counsel approved by it as conclusive evidence that (i)any proposed supplemental indenture or amendment permitted by this ArticleVIII complies with the provisions of this Indenture, (ii)it is proper for the Trustee to join in the execution of that supplemental indenture or amendment under the provisions of this ArticleVIII, and (iii)if 2016-03-08 Agenda Packet Page 227 43 applicable, such proposed supplemental indenture or amendment is not materially adverse to the interests of the Bondholders. ARTICLE IX SATISFACTION AND DISCHARGE OF INDENTURE Section 9.1 Discharge of Lien. If the Issuer shall pay or cause to be paid to the Holders of the Bonds the principal and interest to become due thereon at the times and in the manner stipulated therein and herein, in any one or more of the following ways: (a)by the payment of the principal of and interest on all Bonds Outstanding; or (b)by the deposit or credit to the account of the Trustee, in trust, of money or securities in the necessary amount (as provided in Section9.04) to pay the principal, redemption price and interest to the date established for redemption whether by redemption or otherwise; or (c)by the delivery to the Trustee, for cancellation by it, of all Bonds Outstanding; and shall have paid all amounts due and owing to the Bondholder Representative hereunder, and shall have paid all fees and expenses of and any other amounts due to the Trustee, and if the Issuer shall keep, perform and observe all and singular the covenants and promises in the Bonds and in this Indenture expressed as to be kept, performed and observed by it or on its part, then these presents and the estates and rights hereby granted shall cease, determine and be void, and thereupon the Trustee shall cancel and discharge the lien of this Indenture and execute and deliver to the Issuer such instruments in writing as shall be requisite to satisfy the lien hereof, and reconvey to the Issuer the estate hereby conveyed, and assign and deliver to the Issuer any interest in property at the time subject to the lien of this Indenture which may then be in its possession, except amounts held by the Trustee for the payment of principal of, interest, on the Bonds. Any Outstanding Bond shall prior to the maturity or redemption date thereof be deemed to have been paid within the meaning and with the effect expressed in the first paragraph of this Section9.01 if, under circumstances which do notcause interest on the Bonds to become includable in the Holders’ gross income for purposes of federal income taxation, the following conditions shall have been fulfilled: (a)in case such Bond is to be redeemed on any date prior to its maturity, the Trustee shall have given to the Bondholder irrevocable notice of redemption of such Bond on said date; (b)there shall be on deposit with the Trustee, pursuant to Section9.04 hereof, either money or direct obligations of the UnitedStates of America in an amount, together with anticipated earnings thereon (but not including any reinvestment of such earnings), which will be sufficient to pay, when due, the principal or redemption price, if applicable, and interest due and to become due on such Bond on the redemption date or Maturity Date thereof, as the case may be; and (c)in the case of Bonds which do not mature or will not be redeemed within Sixty (60) days of such deposit, the Trustee shall have received a verification report of a firm of certified public accountants reasonably acceptable to the Trustee as to the adequacy of the amounts so deposited to fully pay the Bonds deemed to be paid. 2016-03-08 Agenda Packet Page 228 44 The Trustee shall in no event cause the Bonds to be optionally redeemed from money deposited pursuant to this ArticleIXunless the requirements of ArticleIII have been met with respect to such redemption. Section 9.2 Reserved. Section 9.3 Discharge of Liability on Bonds. Upon the deposit with the Trustee, in trust, at or before maturity, of money or securities in the necessary amount (as provided in Section9.01) to pay or redeem Outstanding Bonds (whether upon or prior to their maturity or the redemption date of such Bonds) provided that, if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in ArticleIII provided or provision satisfactory to the Trustee shall have been made for the giving of such notice, all liability of the Issuer in respect of such Bonds shall cease, terminate and be completely discharged, except only that thereafter the holders thereof shall be entitled to payment by the Issuer, and the Issuer shall remain liable for such payment, but only out of the money or securities deposited with the Trustee as aforesaid for their payment, subject, however, to the provisions of Section9.04. Section 9.4 Payment of Bonds After Discharge of Indenture. Notwithstanding any provisions of this Indenture, and subject to applicable unclaimed property laws of the State, any money deposited with the Trustee or any paying agent in trust for the payment of the principal of, interest on the Bonds remaining unclaimed for two (2) years after the payment thereof, to the extent permitted by applicable law, shall be paid to the Borrower, whereupon all liability of the Issuer and the Trustee with respect to such money shall cease, and the holders of the Bonds shall thereafter look solely to the Borrower for payment of any amounts then due. All money held by the Trustee and subject to this Section9.04 shall be held uninvested and without liability for interest thereon. Section 9.5 Deposit of Money or Securities With Trustee. Whenever in this Indenture it is provided or permitted that there be deposited with or credited to the account of or held in trust by the Trustee money or securities in the necessary amount to pay or redeem any Bonds, the money or securities so to be deposited or held shall consist of: (a)lawful money of the UnitedStates of America in an amount equal to the principal amount of such Bonds and all unpaid interest thereon to maturity, except that, in the case of Bonds which are to be redeemed prior to maturity and in respect of which there shall have been furnished to the Trustee proof satisfactory to it that notice of such redemption on a specified redemption date has been duly given or provision satisfactory to the Trustee shall be made for such notice, the amount so to be deposited or held shall be the principal amount of such Bonds and interest thereon to the redemption date; or (b)noncallable and nonprepayable direct obligations of the UnitedStates of America or noncallable and nonprepayable obligations which as to principal and interest constitute full faith and credit obligations of the UnitedStates of America, in such amounts and maturing at such times that the proceeds of said obligations received upon their respective maturities and interest payment dates, without further reinvestment, will provide funds sufficient, in the opinion of a nationally recognized firm of certified public accountants, to pay the principal, and interest to maturity, or to the redemption date, as the case may be, with respect to all of the Bonds to be paid or redeemed, as such principal, and interest become due; provided that the Trustee shall have been irrevocably instructed by the Issuer to apply the proceeds of said obligations to the payment of said principal, and interest with respect to such Bonds. 2016-03-08 Agenda Packet Page 229 45 ARTICLE X INTENTIONALLY OMITTED ARTICLE XI MISCELLANEOUS Section 11.1 Consents and Other Instruments of Bondholders. Any consent, request, direction, approval, waiver, objection, appointment or other instrument required by this Indenture to be signed and executed by the Bondholders may be signed and executed in any number of concurrent writings of similar tenor and may be signed or executed by such Bondholders in person or by agent appointed in writing. Proof of the execution of any such instrument, if made in the following manner, shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken under such instrument, namely: (a)the fact and date of the execution by any Person of any such instrument may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the Person signing such instrument acknowledged the execution thereof. Where such execution is by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such affidavit or certificate shall also constitute sufficient proof of such authority; (b)the ownership of registered Bonds shall be proved by the Bond Register; and (c)any request, consent or vote of the Holder of any Bond shall bind every future Holder of the same Bond and the Holder of every Bond issued in exchange therefor or in lieu thereof, in respect of anything done or permitted to be done by the Trustee or the Issuer in pursuance of such request, consent or vote. Section 11.2 Reserved. Section 11.3 Limitation of Rights. With the exception of rights herein expressly conferred, nothing expressed or to be implied from this Indenture or the Bonds is intended or shall be construed to give to any Person other than the Parties hereto, the Bondholder Representative, the Borrower and the Holders of the Bonds, any legal or equitable right, remedy or claim under or in respect to this Indenture or any covenants, conditions and provisions hereof. Section 11.4 Severability. If any provision of this Indenture shall be held or deemed to be, or shall in fact be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any constitution, statute, ruleof law or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or sections in this Indenture contained, shall not affect the remaining portions of this Indenture, or any part thereof. 2016-03-08 Agenda Packet Page 230 46 Section 11.5 Notices. (a)Any provision of this Indenture relating to the mailing of notice or other communication to Bondholders shall be deemed fully complied with if such notice or other communication is mailed, by first class mail, postage prepaid, to each registered Owner of any Bonds then Outstanding at the address of such registered Owner as it appears on the Bond Register. Whenever in this Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the Person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Any notice, request, complaint, demand, communication or otherpaper required or permitted to be delivered to the Issuer, the Trustee, the Bondholder Representative, or the Borrower shall be sufficiently given and shall be deemed given (unless another form of notice shall be specifically set forth herein) on the Business Day following the date on which such notice or other communication shall have been delivered to a national overnight delivery service (receipt of which to be evidenced by a signed receipt from such overnight delivery service) addressed to the appropriate party at the addresses set forth below or as may be required or permitted by this Indenture by Electronic Notice or by a facsimile transmission for which a confirmation of receipt has been delivered. The Issuer, the Trustee, the Bondholder Representative, or the Borrower may, by notice given as provided in this paragraph, designate any further or different address to which subsequent notices or other communication shall be sent. The Issuer:Chula Vista Housing Authority 276 Fourth Avenue Chula Vista, California 91910 Attention: Housing Manager Telephone: (619) 691-5263 With a copy to:Chula Vista Housing Authority 276 Fourth Avenue Chula Vista, California 91910 Attention: City Attorney Telephone: (619) 691-5037 The Trustee:U.S. Bank National Association Global Corporate Trust Services 633 West 5th Street, 24th Floor Los Angeles, California 90071 Attention: Ismael Diaz Telephone: (213) 615-6063 The Borrower:F Street Family CIC, LP c/o Chelsea Investment Corporation 5993 Avenida Encinas, Suite 101 Carlsbad, California 92008 Attention: Tim Baker Telephone: (760) 456-6000 Facsimile: (760) _________ 2016-03-08 Agenda Packet Page 231 47 With a copy to:Cox, Castle & Nicholson 50 California Street, Suite 3200 San Francisco, California 94111 Attention: Ofer Elitzur Telephone: (415) 262-5165 Facsimile: (415) ________ If to the Equity Investor:Raymond James California Housing Opportunities FundV L.L.C. c/o Raymond James Tax Credit Funds, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Attention: Steven Kropf Telephone: (727) 567-4800 Facsimile: (727) 567-8455 With a copy to:Bocarsly Emden Cowan Esmail & Arndt LLP 633 West Fifth Street, 64th Floor Los Angeles, CA 90071 Attention: Kyle Arndt, Esq. Phone: (213) 239-8000 Facsimile: (213) 239-0410 The Servicer:Citibank, N.A. 390 Greenwich Street, 2nd Floor New York, New York 10013 Attention: Transaction Management Group Deal ID 23205 Facsimile: (212) 723-8209 And to:Citibank, N.A. 325 East Hillcrest Drive, Suite 160 Thousand Oaks, California 91360 Attention: Operations Manager/Asset Manager Deal ID 23205 Facsimile: (805) 557-0924 prior to the Junior BondsConversion Date,with a copy to: Citibank, N.A. One Sansome Street, 27th Floor San Francisco, California 94104 Attention: Account Specialist Deal ID# 23205 Facsimile: (415)445-9965 2016-03-08 Agenda Packet Page 232 48 following the Junior BondsConversion Date, Citibank, N.A. c/o Berkadia Commercial Servicing Department 323 Norristown Road, Suite 300 Ambler, Pennsylvania 19002 Attention: Client Relations Manager Deal ID# 23205 Facsimile: (215) 328-0305 and a copy of any notices of default sent to: Citibank, N.A. 388 Greenwich Street, 17th Floor New York, New York 10013 Attention: General Counsel’s Office Deal ID# 23205 Facsimile: (646) 291-5754 The Trustee agrees to accept and act upon facsimile transmission of written instructions and/or directions pursuant to this Indenture, provided, however, that subsequent to such facsimile transmission of written instructions, the originally executed instructions and/or directions shall be provided to the Trustee in a timely manner. (b)The Trustee shall provide to the Bondholder Representative (i)prompt notice of the occurrence of any Event of Default pursuant to Section6.01 hereof and (ii)any written information or other written communication received by theTrustee hereunder within ten (10)Business Days of receiving a written request from the Bondholder Representative for any such information or other communication. Section 11.6 Reserved. Section 11.7 Trustee as Paying Agent and Bond Registrar. The Trustee is hereby designated and agrees to act as Paying Agent and Bond Registrar for and in respect to the Bonds. When acting in either such capacity, the Trustee will receive the same rights, protections and indemnifications afforded to the Trustee hereunder. Section 11.8 Payments Due on Non-Business Days. In any case where a date of payment with respect to any Bonds shall be a day other than a Business Day, then such 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 made on such date, and no interest shall accrue for the period from and after such date providing that payment is made on such next succeeding Business Day. Section 11.9 Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 11.10 Laws Governing Indenture and Administration of Trust. The effect and meanings of this Indenture and the rights of all parties hereunder shall be governed by, and construed according to, the laws of the State without regard to conflicts of laws principles. 2016-03-08 Agenda Packet Page 233 49 Section 11.11 No Recourse. No recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any Bond shall be had against any member, officer, commissioner, director or employee (past, present or future) of the Issuer, either directly or through the Issuer or its governing body or otherwise, for the payment for or to the Issuer or any receiver thereof, or for or to the Holder of any Bond issued hereunder, or otherwise,of any sum that may be due and unpaid by the Issuer or its governing body upon any such Bond. Any and all personal liability of every nature whether at common law or in equity or by statute or by constitution or otherwise of any such member, officer, commissioner, director or employee, as such, to respond by reason of any act of omission on his/her part or otherwise, for the payment for or to the Holder of any Bond issued hereunder or otherwise of any sum that may remain due and unpaid upon any Bond hereby secured is, by the acceptance hereof, expressly waived and released as a condition of and in consideration for the execution of this Indenture and the issuance of the Bonds. [Signature Pages Follow] 2016-03-08 Agenda Packet Page 234 [Signature page –Junior Indenture of Trust –Duetta Apartment Homes] IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Indenture to be executed and delivered by duly authorized officers thereof as of the day and year first written above. CHULA VISTA HOUSING AUTHORITY By: Mary Casillas Salas Executive Director ATTEST: By: Donna Norris Secretary 2016-03-08 Agenda Packet Page 235 [Signature page –Junior Indenture of Trust –Duetta Apartment Homes] U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE By Authorized Officer 2016-03-08 Agenda Packet Page 236 A-1 EXHIBIT A FORM OF JUNIOR BOND NO.R-___$________ CHULA VISTA HOUSING AUTHORITY JUNIOR MULTIFAMILY HOUSING REVENUE BONDS (DUETTA APARTMENT HOMES) JUNIOR SERIES 2016A-3 THIS BOND MAY ONLY BE TRANSFERRED UPONSATISFACTION OF THE REQUIREMENTS IN THE INDENTURE, INCLUDING THE DELIVERY TO THE TRUSTEE OF THE DOCUMENTS REQUIRED THEREIN IN CONNECTION WITH ANY TRANSFER OF THIS BOND. ANY TRANSFER OF THIS BOND IN VIOLATION OF THE TRANSFER RESTRICTIONS CONTAINED IN THE INDENTURE SHALL BE VOID AND OF NO EFFECT. MATURITY DATE DATED DATE INTEREST RATE CUSIP Closing Date Bond Rate Registered Owner: Principal Amount:______________________________________________________ The Chula Vista Housing Authority, a public instrumentality and political subdivision of the State of California (the “Issuer”), for value received, hereby promises to pay (but only out of Revenues as hereinafter provided) to the registered owner identified above or registered assigns, on the Maturity Date set forth above, the principal sum set forth above and to pay (but only out of Revenues as hereinafter provided) interest on the balance of said principal amount from time to time remaining unpaid from and including the date hereof until payment ofsaid principal amount has been made or duly provided for, at the rates and on the dates determined as described herein and in the Indenture (as hereinafter defined). The principal of and, on this Bond are payable at final maturity, acceleration or redemption in lawful money of the United States of America upon surrender hereof at the principal corporate trust office of U.S. Bank National Association, as Trustee, or its successor in trust (the “Trustee”). Payment of the interest on any Bond shall be made on each Bond Payment Date (as hereinafter defined) to the Person appearing on the bond registration books of the Bond Registrar as the Owner thereof on the Record Date, such interest to be paid by the Paying Agent (i)to such Owner by check or draft mailedon the Bond Payment Date, to such Owner’s address as it appears on the registration books or at such other address as has been furnished to the Bond Registrar as provided below, in writing by such Owner not later than the Record Date or (ii)upon written request, at least three Business Days prior to the applicable Record Date, to the Owner of Bonds aggregating not less than $1,000,000 in principal amount, by wire transfer in immediately available funds at an account maintained in the United States at suchwire address as such Owner shall specify in its written notice; except, in each case, that, if and to the extent that there shall be a default in the payment of the interest due on such Bond Payment Date, such defaulted interest shall be paid to the 2016-03-08 Agenda Packet Page 237 A-2 Ownerin whose name any such Bonds are registered at the close of business on the fifth to last Business Day next preceding the date of payment of such defaulted interest. The Bonds are authorized to be issued pursuant to Act. The Bonds are limited obligationsof the Issuer and, as and to the extent set forth in the Indenture, are payable solely from, and secured by a pledge of and lien on, the Revenues. Proceeds from the sale of the Bonds will be loaned by the Issuer to F Street FamilyCIC, LP, a California limited partnership (the “Borrower”) under the terms of a Junior Loan Agreement, dated as of March1, 2016 (the “Agreement”), among the Issuer, the Borrower and the Trustee. The Bonds are all issued under and secured by and entitled to the benefits of a Junior Indenture of Trust, dated as of March1, 2016 (the “Indenture”) between the Issuer and the Trustee. No holder of this Bond shall ever have the right to compel the exercise of the taxing power the State or any political subdivision of the State to paythe principal of this Bond or the interest on it or any other cost incident to this Bond, or to enforce payment of this Bond against any property of the Issuer, any Program Participant of the Issuer, the State or any political subdivision of the State. The Issuer has no taxing power. This Bond is one of a duly authorized issue of bonds of the Issuer designated as the “Chula Vista Housing Authority Junior Multifamily Housing Revenue Bonds (Duetta Apartment Homes) Junior Series2016A-3”, limited in aggregate principal amount of $________(the “Bonds”). Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights thereunder of the registered owners of the Bonds, of the nature and extent of the security, ofthe rights, duties and immunities of the Trustee and of the rights and obligations of the Issuer thereunder, to all of the provisions of the Indenture and of the Junior Loan Agreement the holder of this Bond, by acceptance hereof, assents and agrees. The Bonds are issued simultaneously with the funding of the Issuer’s multifamily revenue note designated as Multifamily Housing Revenue Note (Duetta Apartment Homes) Series 2016A-1, in the original aggregate principal amount of $__________ (the “Senior Governmental Lender Notes”) pursuant to a Funding Loan Agreement, dated as of March1, 2016 (the Senior Funding Loan Agreement”), by and among the Issuer, Citiban, N.A., as Funding Lender (the “Senior Funding Lender”) and U.S. Bank National Association, as FiscalAgent (the “Senior Fiscal Agent”). As set forth in the Indenture, the Bonds are subordinate in all respects to the Senior Governmental Lender Notes. All terms not herein defined shall have the meanings ascribed to them in the Indenture. The Bonds are issuable as fully registered bonds without coupons in denominations of $100,000 or dollar amount in excess thereof (herein “Authorized Denominations”). Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, Bonds may be exchanged at the Principal Corporate Trust Office of the Trustee and the Bond Registrar, for a like aggregate principal amount of Bonds of other Authorized Denominations. The Bonds may only be held by, or transferred to, Sophisticated Investors (as defined in the Indenture), with such Sophisticated Investors executing and delivering an Investor Letter in the form attached as ExhibitBto the Indenture as ExhibitB. This Bond is transferable by the registered owner hereof, in person, or by its attorney duly authorized in writing, at the Principal Corporate Trust Office of the Trustee and the Bond Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the 2016-03-08 Agenda Packet Page 238 A-3 Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or Bonds, in an Authorized Denomination or Denominations, for the same aggregate principal amount, will be issued to the transferee in exchange therefor. The Issuer, the Trustee and the Bond Registrar may treat the registered owner hereof as the absolute owner hereof for all purposes, and the Issuer, the Trustee and the Bond Registrar shall not be affected by any notice to the contrary. Interest on the Bonds Bond Payment Date has the meaning set forthin the Indenture. Record Date means the 15th day of the month prior to an Bond Payment Date. Redemption of Bonds The Bonds are subject to optional, mandatory and extraordinary redemption as set forth in the Indenture. General Matters The holder of this Bond shall have no right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon the Indenture or to enforce a drawing on the Letter of Credit, except as provided in the Indenture. No recourse shall be had for the payment of the principal of, or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement in the Indenture contained, against any past, present or future member, director, officer, employee or agent of the Issuer, or through the Issuer, or any successor to the Issuer, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such member, director, officer, employee or agent as such is hereby expressly waived and released as a condition of and in consideration for the execution of the Indenture and the issuance of any of the Bonds. Amendments Permitted The Indenture contains provisions permitting the Issuer and the Trustee to execute supplemental indentures with the written consent of the Bondholder Representative and the Owners of more than fifty-one percent (51%) in aggregate principal amount of Bonds at the time Outstanding, subject to certain conditions as set forth in the Indenture. The Indenture also contains provisions permitting the Issuer and the Trustee to execute supplemental indentures without consent of the Owners of the Bonds, subject to certain conditions as set forth in the Indenture. The Indenture prescribes the manner in which it may be discharged and after which the Bonds shall no longer be secured by or entitled to the benefits of the Indenture, except for the purposes of transfer and exchange of Bonds and of payment of the principal of and interest on the Bonds as the same become due and payable, including a provision that under certain circumstances the Bonds shall be deemed to be paid if certain securities, as defined therein, maturing as to principal and interest in such amounts and at such times as to ensure the availability of sufficient moneys to 2016-03-08 Agenda Packet Page 239 A-4 pay the principal of, and interest on the Bonds and all necessary and proper fees, compensation and expenses of the Trustee shall have been deposited with the Trustee. No member or officer of the Issuer, nor any Person executing this Bond, shall in any event be subject to any personal liability or accountability by reason of the issuance of the Bonds. It is hereby certified that all of the conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California. This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been signed by the Bond Registrar. In the event of any inconsistency between the provisions of this Bond and the provisions of the Indenture, the provisions of the Indenture shall control. IN WITNESS WHEREOF, the Chula Vista Housing Authority has caused this Bond to be executed on its behalf by the manual or facsimile signature of its Executive Director, and its seal to be reproduced hereon and attested by the manual or facsimile signature of the Deputy Secretary. CHULA VISTA HOUSING AUTHORITY as Issuer [SEAL]By: Executive Director ATTEST: By: Deputy Secretary 2016-03-08 Agenda Packet Page 240 A-5 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds issued under the provisions of and described in the within-mentioned Indenture. Date of Authentication: _______________ U.S. Bank National Association, as Trustee By Authorized Signer 2016-03-08 Agenda Packet Page 241 A-6 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please insert Social Security Number or other identifying number of assignee) (Please Print or Typewrite Name and Address of Assignee) 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 of substitution in the premises. Dated: ________________. Signature Guaranteed NOTICE: Signature(s) must be guaranteed by an eligible guaranty institution. Signature NOTICE: The Signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. 2016-03-08 Agenda Packet Page 242 B-1 EXHIBIT B FORM OF PURCHASER’S LETTER [To be prepared on letterhead of Purchaser] [Date] Chula Vista Housing Authority 276 Fourth Avenue Chula Vista,CA 91910 U.S. Bank National Association 633 West 5th Street, 24th Floor Los Angeles, CA 90071 Re:Chula Vista Housing Authority Junior Multifamily Housing Revenue Bonds (Duetta Apartment Homes) Junior Series 2016A-3 Ladies and Gentlemen: The undersigned (the “Purchaser”) hereby acknowledges receipt as transferee, from the previous owner thereof, of the above-referenced bonds (the “Bonds”) in fully registered form and in the original aggregate principal amount of $________, constituting all of the Bonds currently outstanding. The Bonds have been checked, inspected and approved by the Purchaser. The undersigned acknowledges that the Bonds were issued for the purpose of making a loan to assist in financing a multifamily rental housing development known as Duetta Apartment Homes located in the City of Chula Vista, California (the “Project”), as more particularly described in that certain Junior Loan Agreement dated as of March1, 2016, as may be amended and supplemented from time to time (the “Junior Loan Agreement”), by and among the Chula Vista Housing Authority (the “Issuer”), F Street Family CIC, LP, a limited partnership duly organized and existing under the laws of the State of California (the “Borrower”), and U.S. Bank National Association(the “Trustee”). The undersigned further acknowledges that the Bonds are secured by a certain Junior Indenture of Trust dated as of March1, 2016, as amended and supplemented (the “Indenture”), between the Issuer and the Trustee, which creates a security interest in loan repayments made pursuant to the Junior Loan Agreement for the benefit of the holders and Owners of the Bonds, and by a Junior Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing with respect to the Project (the “Junior Mortgage”), which creates a security interest in the Project, subject to permitted encumbrances, as provided therein. Terms not otherwise defined herein shall have the meanings assigned thereto in the Indenture. In connection with the sale of the Bonds tothe Purchaser, the Purchaser hereby makes the following representations upon which you may rely: 2016-03-08 Agenda Packet Page 243 B-2 1.The Purchaser hereby certifies that it is (a)a bank as defined in Section3(a)(2) of the Securities Act of 1933 (the “Act”) or a bank holding company or awholly owned subsidiary of a bank holding company, or a savings and loan association or other institution as defined in Section3(a)(5)(a) of that act whether acting in its individual or fiduciary capacity; or (b)a broker or dealer registered pursuant toSection15 of the Securities Exchange Act of 1934; or (c)an insurance company as defined in Section2(13) of that act; or (d)an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section2(a)(48) of that act; or (e)a Small Business Investment Company licensed by the U.S. Small Business Administration under Section301(c) or (d) of the Small Business Investment Act of 1958; or (f)a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivision for the benefit of its employees, if investment decisions are made by a plan fiduciary which is a bank, savings and loan association, insurance company, or registered investment advisor and the plan establishes fiduciary principles the same as or similar to those contained in Sections 404-407 of TitleI of the Employee Retirement Income Security Act of 1974; or (g)an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if investment decisions are made by a plan fiduciary, as defined in Section3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if theemployee benefit plan has total assets in excess of $100,000,000, or, if a self-directed plan, with investment decisions made solely by Persons that are accredited investors or (h)an “accredited investor” as defined in Rule501 of RegulationD of the Act, as amended. 2.The Bonds are being acquired by the Purchaser for its own account and for investment and not with a view to, or for resale in connection with, any public distribution of the Bonds. The Purchaser understands that it may need to bear the risks of this investment for an indefinite time, since any sale prior to maturity may not be possible due to unmarketability of the Bonds; provided, however, the Purchaser acknowledges and agrees that it may transfer the Bonds in accordance with the Indenture and this letter. 3.The Purchaser understands that the Bonds have not been registered under the Act. 4.The Purchaser acknowledges that it is familiar with the conditions, financial and otherwise, of the Borrower and understands that the Borrower has no significant assets other than the Project. To the extent deemed appropriate in making its investment decision, the Purchaser has discussed the Borrower’s financial condition and the Borrower’s current and proposed business activities with the Borrower. The Purchaser further acknowledges that it has such knowledge and experience in business matters that it is fully capable of evaluating the merits and risks of this investment and it is able to bear the economic risk of the investment. The Bonds are a security of the kind the Purchaser wishes to purchase and hold for investment, and the nature and amount of the Bonds are consistent with the Purchaser’s investment program. The Purchaser has been furnished such information and such documents as the Purchaserdeems necessary to make a decision to purchase the Bonds, including copies or forms of the Indenture, the Junior Loan Agreement, the Junior Mortgage and the Regulatory Agreement (as defined in the Indenture), and certain other documents relating to the Bonds and the Project, all of which documents the Purchaser has reviewed. Specifically, but without limitation, the Purchaser has reviewed information about the Project and the property manager for the Project, if any, as well as information about the investment risks relating to the Bonds, and the Purchaser understands that the Bonds involve a high degree of risk. SPECIFICALLY, AND WITHOUT IN ANY MANNER LIMITING THE FOREGOING, THE PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT, AMONG OTHER RISKS, THE BONDS ARE PAYABLE SOLELY FROM REVENUES DERIVED FROM THE PROJECT 2016-03-08 Agenda Packet Page 244 B-3 AND THAT THE BONDS ARE NOT ENTITLED TO THE BENEFIT OF ANY CREDIT FACILITY AND NOT RATED BY THE RATING AGENCY. The Purchaser has made such inquiry with respect to all of the foregoing as it believed to be desirable for its purposes. 5.The Purchaser has received from the Issuer no formal or informal offering or disclosure document relating to the Bonds and has concluded that the receipt of one prior to the purchase of the Bonds is not required. It is acknowledged that no written information has been provided by the Issuer, and that any written information furnished by any other party to the transaction does not purport to fully disclose all information pertinent to the Bonds. 6.Except as disclosed to the Issuer, the Purchaser is not now and has never been controlled by, or under common control with, the Borrower. Except as disclosed to the Issuer, the Borrower has never been and is not now controlled by the Purchaser. THE PURCHASER HAS ENTERED INTO NO ARRANGEMENTS WITH THE BORROWER OR WITH ANY AFFILIATE OF THE BORROWER IN CONNECTION WITH THE BONDS, OTHER THAN AS DISCLOSED TO THE ISSUER. The Purchaser hereby agrees to deliver to the Issuer a copy of any agreement between the Purchaser and the Borroweror any affiliate of the Borrower relating to the Bonds. 7.The Purchaser has authority to purchase the Bonds and to execute this letter and any other instruments and documents required to be executed by the Purchaser in connection with the purchase of theBonds. 8.In entering into this transaction the Purchaser has not relied upon any representations or opinions made by the Issuer relating to the legal consequences or other aspects of the transactions, nor has it looked to, nor expected, the Issuer to undertake or require any credit investigation or due diligence reviews relating to the Borrower, its financial condition or business operations, the Project (including the refinancing, operation or management thereof), or any other matter pertaining to the merits or risks of the transaction, or the adequacy of any collateral pledged to the Trustee to secure repayment of the Bonds. 9.The Purchaser understands that the Bonds are not secured by any pledge of any money received or to be received from taxation by the State of California or any political subdivision or taxing district thereof, including, without limitation, the Issuer; that the Bonds will never represent or constitute a general obligation or a pledge of the faith and credit of the Issuer, the State of California or any political subdivision thereof; that no right will exist to have taxes levied by the Issuer, the State of California or any political subdivision thereof for the payment of principal, and interest on the Bonds; and that the liabilityof the Issuer with respect to the Bonds is subject to further limitations as set forth in the Bonds and the Indenture. 10.The Purchaser has been informed that the Bonds have not been and will not be registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any jurisdiction, (ii)will not be listed on any stock or other securities exchange, and (iii)will carry no rating from any rating service. 11.The Purchaser has obtained, from representatives of the Borrower and others, all information regarding the Bonds that it has deemed relevant. The Purchaser has asked of the Borrower and all other relevant parties all the questions to which the Purchaser desired answers, and has had those questions satisfactorily answered. Neither the Borrower nor the Issuer nor any other 2016-03-08 Agenda Packet Page 245 B-4 relevant party has refused to disclose any information that Purchaser deems necessary or appropriate to its decision to purchase the Bonds. 12.Although the Purchaser does not intend at this time to dispose of the Bonds, the Purchaser acknowledges that it has the right to sell and transfer the Bonds, subject to the following requirements: (a)The Purchaser may not dispose of the Bonds to a Person or entity other than as described in Section1 without the prior written consent of the Issuer; (b)The Purchaser will not sell or otherwise transfer the Bonds unless such transfer will not result in the transferee owning less than an Authorized Denomination (as defined in the Indenture), except with the prior written approval of the Issuer; (c)Prior to any transfer of the Bonds, the Purchaser shall deliver to the Issuer and the Trustee a certificate identifying any and all documents that have been executed by the Purchaser and the Borrower or any affiliate of the Borrower with respect to the Bonds; and (d)The Purchaser will not sell or otherwise transfer the Bonds without requiring the transferee to deliver to the Issuer and to the Trustee an investor’s letter to the same effect as this Purchaser’s Letter, including this paragraph12, with no revisions except as may be approved in writing by the Issuer. 2016-03-08 Agenda Packet Page 246 B-5 CIC OPPORTUNITIES FUND II LLC a California limited liability company By:CIC Manager LLC, a California limited liability company, its Manager By: James J. Schmid President 2016-03-08 Agenda Packet Page 247 C-1 EXHIBIT C COSTS OF ISSUANCE REQUISITION (Cost of Issuance Fund) U.S. Bank National Association, as Trustee Re:Chula Vista Housing Authority Junior Multifamily Housing Revenue Bonds (Duetta Apartment Homes) Junior Series 2016A-3 Trustee: You are requested to disburse funds from the Cost of Issuance Fund pursuant to Section4.13 of the Indenture in the amount(s), to the Person(s) and for the purpose(s)set forth in this requisition (the “Requisition”). The terms used in this requisition shall have the meaning given to those terms in the Junior Indenture of Trust (the “Indenture”), dated as of March1, 2016, by and between the Chula Vista Housing Authorityand U.S. Bank National Association, as Trustee, securing the above- referenced Bonds. REQUISITION NO.: PAYMENT DUE TO: AMOUNT TO BE DISBURSED: $ The undersigned, on behalf of F Street Family CIC, LP, a limited partnership duly organized and existing under the laws of the State of California (the “Borrower”), certifies that: (a)the expenditures for which money are requisitioned by this Requisition represent proper charges against the Cost of Issuance Fund have not been included in any previous requisition and are set forth in the Schedule attached to this Requisition, with invoices attached for any sums for which reimbursement is requested; and (b)the money requisitioned is not greater than those necessary to meet obligations due and payable or to reimburse the applicable party for funds actually advanced for Costs of Issuance. Attached to this Requisition is a Schedule, together with copies of invoices or bills of sale covering all items for which payment is being requested. Date of Requisition: _________________________ 2016-03-08 Agenda Packet Page 248 C-2 F Street Family CIC, LP, a California limited partnership By:Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its Managing General Partner By:________________________ Robert W.Laing, Executive Director/President By:CIC F Street Family, LLC, a California limited liability company, its Administrative General Partner By:Chelsea Investment Corporation, a California corporation, its Manager By:______________________________ Cheri Hoffman, President 2016-03-08 Agenda Packet Page 249 D-1 EXHIBIT D FORM OF JUNIOR LOAN FUND REQUISITION [Date] U.S. Bank National Association, as trustee (the “Trustee”) Re:Chula Vista Housing Authority Junior Multifamily Housing Revenue Bonds (Duetta Apartment Homes) Junior Series 2016A-3 Trustee: Pursuant to Section4.02 of the Indenture referenced below, you are requested to disburse funds from the Junior Loan Fund in the amount(s), to the person(s) and for the purpose(s) set forth in this Requisition and the Indenture. The terms used in this Requisition shall have the meanings given to those terms in the Junior Indenture of Trust, dated as of March1, 2016 (the “Indenture”), between the Chula Vista Housing Authority, as issuer, and the Trustee, securing the above-referenced Bonds. 1.REQUISITION NO.:[__] 2.PAYMENT DUE TO:[_____] 3.AMOUNT TO BE DISBURSED:$[_____] 4.ACCOUNT:[_____] 5.The amount requested to be disbursed pursuant to this Requisition will be used to pay construction costs of the Project detailed in SectionIattached to this Requisition. 6.With respect to a disbursement from the Junior Loan Fund, the undersigned certifies that: (i)the amounts included in 3 above were made or incurred or financed and were necessary for the Project; (ii)the amount paid or to be paid, as set forth in this Requisition, represents a part of the funds due and payable for construction costs of the Project, such funds were not paid in advanceof the time, if any, fixed for payment and such funds are due in accordance with the terms of any contracts applicable to the Project and in accordance with usual and customary practice under existing conditions; (iii)the expenditures for which amounts are requisitioned represent proper charges against the Junior Loan Fund, have not been included in any previous requisition, have been properly recorded on the Borrower’s books and are set forth in ScheduleI, with paid invoices attached for any sums for which reimbursement is requested; 2016-03-08 Agenda Packet Page 250 D-2 (iv)the moneys requisitioned are not greater than those necessary to meet obligations due and payable or to reimburse the Borrower for its funds actually advanced for construction costs of the Project and do not representa reimbursement to the Borrower for working capital; (v)all of the funds being requisitioned are being used in compliance with all tax covenants set forth in the Indenture, the Junior Loan Agreement and the Regulatory Agreement; (vi)not less than 97% ofthe sum of: (A)the amounts requisitioned by this Requisition; plus (B)all amounts previously requisitioned and disbursed from the Junior Loan Fund; have been or will be applied by the Borrower to pay Qualified Project Costs (as defined in the Senior Funding Loan Agreement) of the Project; (viii)the Borrower is not in default under the Junior Loan Agreement, the Regulatory Agreement or any other loan documents and nothing has occurred to the knowledge of the Borrower that would prevent the performance ofits obligations under the Junior Loan Agreement, the Regulatory Agreement or any other loan documents; (ix)no amounts being requisitioned by this Requisition will be used to pay, or reimburse, any costs of issuance incurred in connection with the issuance of the Bonds. 7.With respect to the disbursement from the Junior Loan Fund, attached to this Requisition is ScheduleI, together with copies of invoices or bills of sale covering all items for which payment is being requested. [Remainder of Page Intentionally Left Blank] 2016-03-08 Agenda Packet Page 251 D-3 [Signature Page to Junior Loan Fund Requisition] F STREET FAMILY CIC,LP, a California limited partnership By:Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its Managing GeneralPartner By:________________________ Robert W. Laing, Executive Director/President By:CIC F Street Family, LLC, a California limited liability company, its Administrative General Partner By:Chelsea Investment Corporation, a California corporation, its Manager By:______________________________ Cheri Hoffman, President Approved by: CIC OPPORTUNITIES FUND II LLC a California limited liability company By:CIC Manager LLC, a California limited liability company, its Manager By:____________________________________ James J. Schmid President 2016-03-08 Agenda Packet Page 252 D-4 SCHEDULE I 2016-03-08 Agenda Packet Page 253 Stradling Yocca Carlson & Rauth Draft datedMarch 1, 2016 JUNIOR LOAN AGREEMENT among CHULA VISTA HOUSING AUTHORITY, as Issuer U.S. BANK NATIONAL ASSOCIATION, asTrustee and G STREET SENIORSCIC, LP, aCalifornia limited partnership, asBorrower Relatingto $________ CHULA VISTA HOUSING AUTHORITY JUNIOR MULTIFAMILY HOUSING REVENUE BONDS (VOLTAAPARTMENT HOMES) JUNIOR SERIES 2016B-3 Dated as of March 1, 2016 All of the right, title and interest of the CHULA VISTA HOUSING AUTHORITY(except for its Unassigned Rights) in and to this Junior Loan Agreement are being assigned to U.S. Bank National Association, as Trustee, as security for the above-referenced bonds pursuant to a certain Indenture dated as of March 1, 2016. 2016-03-08 Agenda Packet Page 254 i TABLE OF CONTENTS Page ARTICLE IDEFINITIONS..............................................................................................................2 Section 1.1.Definitions........................................................................................................2 Section 1.2.Interpretation....................................................................................................2 ARTICLE IIREPRESENTATIONS, WARRANTIES AND COVENANTS..................................3 Section 2.1.Representations, Warranties and Covenants of the Issuer................................3 Section 2.2.Representations, Warranties and Covenants of the Borrower..........................4 Section 2.3.Representations and Warranties of the Trustee................................................7 Section 2.4.Tax Covenants of the Borrower.......................................................................8 Section 2.5.Enforcement of Junior Loan Documents..........................................................9 ARTICLE IIITHE JUNIOR LOAN...................................................................................................9 Section 3.1.Conditions to Funding the Junior Loan............................................................9 Section 3.2.Terms of the Junior Loan.................................................................................9 Section 3.3.Initial Deposits..................................................................................................9 Section 3.4.Assignment to Trustee....................................................................................10 Section 3.5.Investment of Funds.......................................................................................10 Section 3.6.Damage; Destruction and Eminent Domain...................................................10 ARTICLE IVLOAN PAYMENTS...................................................................................................10 Section 4.1.Payments Under the Junior Note; Independent Obligation of Borrower.......10 Section 4.2.Payment of Certain Fees and Expenses Under the Junior Note.....................11 Section 4.3.Reserved.........................................................................................................11 Section 4.4.Prepayment of Junior Loan............................................................................11 Section 4.5.Borrower’s Obligations Upon Redemption....................................................12 ARTICLE VSPECIAL COVENANTS OF BORROWER.............................................................12 Section 5.1.Performance of Obligations............................................................................12 Section 5.2.Compliance With Applicable Laws................................................................12 Section 5.3.Indenture Provisions.......................................................................................12 Section 5.4.Intentionally Omitted......................................................................................12 Section 5.5.Borrower to Maintain Its Existence................................................................13 Section 5.6.Borrower to Remain Qualified in State and Appoint Agent..........................13 Section 5.7.Sale or Other Transfer of Project....................................................................13 Section 5.8.Right to Perform Borrower’s Obligations......................................................13 2016-03-08 Agenda Packet Page 255 TABLE OF CONTENTS (continued) Page ii Section 5.9.Notice of Certain Events ................................................................................13 Section 5.10.Survival of Covenants....................................................................................13 Section 5.11.Access to Project; Records.............................................................................13 Section 5.12.Reserved.........................................................................................................13 Section 5.13.Damage, Destruction and Condemnation.......................................................13 Section 5.14.Obligation of the Borrower to Acquire and Construct the Project.................14 Section 5.15.Filing of Financing Statements.......................................................................14 ARTICLE VIINDEMNIFICATION.................................................................................................14 Section 6.1.Indemnification...............................................................................................14 ARTICLE VIIEVENTS OF DEFAULT AND REMEDIES.............................................................16 Section 7.1.Events of Default............................................................................................16 Section 7.2.Remedies on Default......................................................................................17 Section 7.3.No Remedy Exclusive....................................................................................17 Section 7.4.Agreement to Pay Attorneys’ Fees and Expenses..........................................18 Section 7.5.No Additional Waiver Implied by One Waiver..............................................18 ARTICLE VIIIMISCELLANEOUS...................................................................................................18 Section 8.1.Notices............................................................................................................18 Section 8.2.Concerning Successors and Assigns..............................................................18 Section 8.3.Governing Law...............................................................................................19 Section 8.4.Modifications in Writing................................................................................19 Section 8.5.Further Assurances and Corrective Instruments.............................................19 Section 8.6.Captions..........................................................................................................19 Section 8.7.Severability.....................................................................................................19 Section 8.8.Counterparts...................................................................................................19 Section 8.9.Amounts Remaining in Bond Fund or Other Funds.......................................19 Section 8.10.Effective Date and Term................................................................................19 Section 8.11.Cross References............................................................................................19 Section 8.12.Reserved.........................................................................................................19 Section 8.13.Waiver of Personal Liability..........................................................................20 Section 8.14.No Liability of Issuer......................................................................................20 Section 8.15.No Liability of Officers..................................................................................20 Section 8.16.Capacity of the Trustee...................................................................................20 2016-03-08 Agenda Packet Page 256 TABLE OF CONTENTS (continued) Page iii Section 8.17.Reliance ..........................................................................................................21 EXHIBIT A –FORM OF JUNIOR PROMISSORY NOTE 2016-03-08 Agenda Packet Page 257 JUNIOR LOAN AGREEMENT THIS JUNIOR LOAN AGREEMENT (this “Junior Loan Agreement”), made and entered into March 1, 2016, by and among the CHULA VISTA HOUSING AUTHORITY (the “Issuer”), a public body, corporate and politic, organized and existing under the lawsof the State of California (the “State”), U.S. BANKNATIONAL ASSOCIATION, a national banking association, organized and operating under the laws of the United States of America (together with any successor trustees appointed under the Indenture, the “Trustee”), andG Street SeniorsCIC, LP, a limited partnership duly organized and existing under the laws of the State of California (together with its successors and assigns permitted hereunder, the “Borrower”), W I T N E S S E T H: WHEREAS,the Issueris authorized by Chapter1 of Part2 of Division24 of the California Health and Safety Code (the “Act”) to issue revenue bonds for the purpose of financing, among other things, the acquisition, construction and development of multifamily rental housing and for the provision of capital improvements in connection therewith and determined necessary thereto; and WHEREAS,the Borrower has requested the assistance of the Issuerin financing the acquisition, construction and development of a 122-unit plus one manager unit multifamily rental housing development to be known as VoltaApartment Homes, located in the City of Chula Vista, California (the “Project”), and as a condition to such financial assistance the Borrower has agreed to enter into a Regulatory Agreement and Declaration of Restrictive Covenants of even date herewith (the “Regulatory Agreement”) setting forth certain restrictions with respect to the Project; and WHEREAS, in order to provide a portion of the funds necessary to finance the Project, pursuant to and in accordance with the Act, the Issuer has entered into a Funding Loan Agreement, by and among the Issuer, U.S. Bank National Association, as Fiscal Agent (the “Senior Fiscal Agent”) and Citibank, N.A. (the “Senior Funding Lender”), dated as of March1, 2016 (the “Senior Funding Loan Agreement”) under which the Senior Funding Lender agrees to advance funds (the “Senior Funding Loan”) to or for the account of the Issuer, and, pursuant to a Borrower Loan Agreement, by and between the Issuer and the Borrower, dated as of March 1, 2016 (the “Senior Borrower Loan Agreement”), the Issuer agrees to apply the proceeds of the Senior Funding Loan to make a loan (the “Senior Borrower Loan,” and, together with the Senior Funding Loan, the “Senior Loans”) to the Borrower to finance the acquisition, construction and equipping of the Project; WHEREAS, the Issuer has executed and delivered a Governmental Note in the amount of the Senior Funding Loan evidencing its obligation to repay the Senior Funding Loan pursuant to the terms of the Senior Funding Loan Agreement (the “Senior Governmental Lender Note”), and the Borrower has executed and delivered a Borrower Note in the amount of the Borrower Loan evidencing its obligation to repay the Senior Borrower Loan pursuant to the terms of the Senior Borrower Loan Agreement (the “Senior Borrower Note,” and, together with the Senior Governmental Lender Note, the Senior Loans, the Senior Funding Loan Agreement, the Senior Borrower Loan and the Senior Borrower Loan Agreement, the “Senior Obligations”); and WHEREAS,the Issuerhas determined to assist in the financing of the Project by issuing its Junior Multifamily Housing Revenue Bonds (VoltaApartment Homes) Junior Series 2016B-3, in the original aggregate principal amount of $________(the “Bonds”), pursuant to a Junior Indenture of 2016-03-08 Agenda Packet Page 258 2 Trust, dated as of March 1, 2016(the “Indenture”), by and between the Issuer and the Trustee, and the Act, and making a subordinate loan to the Borrower in the amount of the sum of such principal amount (the “Junior Loan”), evidenced by a Junior Promissory Note (the “Junior Note”) upon the terms and conditions set forth herein; WHEREAS, the Borrower’s obligations under this Junior Loan, the Junior Note and this Junior Loan Agreement are subordinatein all respects to all payment obligations under Senior Loan Documents (as defined in the Indenture) and the Senior Obligations; NOW, THEREFORE, for and in consideration of the mutual covenants and representations hereinafter contained, the parties heretoagree as follows: ARTICLE I DEFINITIONS Section 1.1.Definitions. All words and phrases (except for “Event of Default”) defined in the Indenture shall have the same meanings for the purposes of this Junior Loan Agreement. In addition to the words and phrases defined in the Indenture and elsewhere herein, the following words and phrases shall have the following meanings: “Event of Default” means any of those events specified in and defined by the applicable provisions of ArticleVII hereof to constitute an event of default. “Junior Loan Agreement” means this JuniorLoan Agreement, together with any amendments hereto. “Taxes”means all taxes, water rents, sewer rents, assessments and other governmental or municipalor public or private dues, fees, chargesand levies and any liens (including federal tax liens) which are or may be levied, imposed or assessed upon the Project or any part thereof, or upon any leases pertaining thereto, or upon the rents, issues, income or profits thereof, whether any or all of the aforementioned be levied directly or indirectly or as excise taxes or as incometaxes. Section 1.2.Interpretation. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise indicate. Words importing persons include firms, partnerships, limited liability companies, joint ventures, associations and corporations. References to Articles, Sections and other subdivisions of this Junior Loan Agreement are the Articles, sections and other subdivisions of this Junior Loan Agreement as originally executed. The terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof” and any similar terms refer to this Junior Loan Agreement; the term “heretofore” means before the date of execution of this Junior Loan Agreement; and the term “hereafter” means after the date of execution of this Junior Loan Agreement. 2016-03-08 Agenda Packet Page 259 3 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS Section 2.1.Representations, Warranties and Covenants of the Issuer. The Issuer makes the following representations, warranties and covenants: (a)The Issuer is a public body, corporate and politic, organized and existing under the laws of the State. (b)The Issuer has all necessary power and authority to issue the Bonds and to execute and deliver this Junior Loan Agreement, the Indenture, and the other Junior Loan Documents to which it is a party, and to perform its duties and discharge its obligations hereunder and thereunder. (c)The Issuer has taken all action on its part for the issuance of the Bonds andfor the execution and delivery thereof. (d)Each of the Junior Loan Documents to which the Issuer is a party has been duly validly authorized, executed and delivered by the Issuer and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and general equitable principles. (e)To the best knowledge of the Issuer, the Issuer has complied with the provisions of the Act and the laws of the State which are prerequisites to the consummation of the transactions on the part of the Issuer described or contemplated in the Junior Loan Documents. To the best knowledge of the Issuer, the execution and delivery of the Bonds and the Junior Loan Documents to which the Issuer is a party, the consummation of the transactions on the part of the Issuer contemplated thereby and the fulfillment of or compliance with the terms and conditions thereof do not conflict with or result in the breach of any of the terms, conditions or provisions of any agreement or instrument or judgment, order or decree towhich the Issuer is now a party or by which it is bound, nor do they constitute a default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature upon any property or assets of the Issuer under the terms of any instrument or agreement. (f)To the best knowledge of the Issuer, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by the Issuer of, and performance by the Issuer of its obligations under, any of the Junior Loan Documents, which has not been obtained. (g)To the best knowledge of the Issuer, there is no action, suit, proceeding, inquiry or investigation pending or threatened against the Issuer by or before any court, governmental agency or public board or body, nor, to the Issuer’s knowledge, any basis therefor, which (i)affects or questions the existence or the territorial jurisdiction of the Issuer or the title to office of any member of the governing body of the Issuer; (ii)affects or seeks to prohibit, restrain or enjoin the execution and delivery of any Junior Loan Documents or the issuance, execution or delivery of the Bonds, as applicable; (iii)affects or questions the validity or enforceability of the Bonds; or (iv)questions the 2016-03-08 Agenda Packet Page 260 4 power or authority of the Issuer to perform its obligations under the Bonds or to carry out the transactions contemplated by the Bonds and the Junior Loan Documents. It is expressly acknowledged that the Issuer makes no representation as to the financial position or business condition of the Borrower and does not represent or warrant as to any of the statements, materials (financial or otherwise), representations or certifications furnished or to be made and furnished by the Borrower in connection with the issuance, execution and delivery of the Bonds, as applicable, or as to the correctness, completeness or accuracy of such statements. Section 2.2.Representations, Warranties and Covenants of the Borrower. The Borrower makes the following representations, warranties and covenants, all of which, together with the other representations and agreements of the Borrower contained in this Junior Loan Agreement, are relied upon by the Issuer and the Trustee and serve as a basis for the undertakings of the Issuer and the Trustee contained in this Junior Loan Agreement: (a)The Borrower is a limited partnership duly organized, validly existing and in good standing under the laws of the State of California and duly qualified to conduct its business under the laws of the State and in every other state in which the nature of its business requires such qualification, has full legal right, power and authority to enter into this Junior Loan Agreement and the other Junior Loan Documents, and to carry out and consummate all transactions contemplated hereby and by the other Junior Loan Documents, and by proper partnership action has duly authorized the execution, delivery and performance of this Junior Loan Agreement and the other Junior Loan Documents. All general partners, if any, of the Borrower are duly incorporated, organized and in good standing under the laws of their respective states of organization and are duly qualified to transact business in the State. (b)TheBorrower has the legal right, power and authority to (i)own its properties and assets, including, but not limited to, the Project, (ii)to carry on its business as now being conducted and the Borrower contemplates it to be conducted with respect to the Project and (iii)execute and deliver, carry out its obligations under, and close the transactions provided for in, the Junior Loan Documents to which it is a party. (c)The officers of the Borrower executing this Junior Loan Agreement and the other Junior LoanDocuments are duly and properly in office and fully authorized to execute the same. This Junior Loan Agreement and the other Junior Loan Documents have been duly authorized, executed and delivered by the Borrower and, assuming due authorization, execution and delivery by the other parties thereto, will constitute the legal, valid and binding agreements of the Borrower enforceable against the Borrower; except in each case as enforcement may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity and by public policy. (d)No consent or approval of any trustee or holder of any indebtednessof the Borrower, and to the best knowledge of the Borrower and with respect to the Borrower, no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority (except with respect to any state securities or “blue sky” laws) is necessary in connection with the execution and delivery of this Junior Loan Agreement or the other Junior Loan Documents or the consummation of any transaction herein or therein contemplated, or the fulfillment of or compliance 2016-03-08 Agenda Packet Page 261 5 with the terms and conditions hereof or thereof, except as have been obtained or made and as are in full force and effect. (e)The execution and delivery of this Junior Loan Agreement and the other Junior Loan Documents, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under (i)the organizational or other governing documents of the Borrower or to the best knowledge of the Borrower and with respect to the Borrower, (ii)any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, (iii)any mortgage, deed of trust, Junior Loan Agreement, lease, contract or other agreement or instrument to which the Borrower is a party or by which it or its properties or assets are otherwise subject or bound, or (iv), except as provided in the Junior Loan Documents, result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Junior Loan Agreement or the Junior Loan Documents, or the financial condition, assets, properties or operations of the Borrower. (f)There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the Borrower, after reasonable investigation, threatened, against or affecting the Borrower or the assets, properties or operations of the Borrower which, if determined adversely to the Borrower or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by, or the validity of, this Junior Loan Agreement or the other Junior Loan Documents or upon the financial condition, assets, properties or operations of the Borrower, and the Borrower is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Junior Loan Agreement or the other Junior Loan Documents or the financial condition, assets, properties or operations of the Borrower. All tax returns (federal, state and local) required to be filed by or on behalf of the Borrower have been filed, and all taxes shown thereon to be due, including interest and penalties, except such, if any, as are being actively contested by the Borrower in good faith, have been paid or adequate reserveshave been made for the payment thereof which reserves, if any, are reflected in the audited financial statements described therein. The Borrower enjoys the peaceful and undisturbed possession of all of the Property. (g)The Project and the operation of the Project (in the manner contemplated by the Junior Loan Documents) conform with the requirements of the Act as well as all applicable zoning, planning, building and environmental laws, ordinances and regulations of governmental authorities having jurisdiction over the Project. (h)The Borrower has filed or caused to be filed all federal, state and local tax returns which are required to be filed or has obtained appropriate extensions therefor, and has paid or caused to be paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due. 2016-03-08 Agenda Packet Page 262 6 (i)The Borrower is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party which default would materially adversely affect the transactions contemplated by the Junior Loan Documents or the operations of the Borrower or the enforceability of the Junior Loan Documents to which the Borrower is a party or the ability of the Borrower to perform all obligations thereunder. (j)The Borrower agrees to pay all costs of maintenance and repair, all Taxes and assessments, insurance premiums (including public liability insurance and insurance against damage to or destruction of the Project) concerning or in any way related to the Project, or any part thereof, and any expenses or renewals thereof, and any other governmental charges and impositions whatsoever, foreseen or unforeseen, and all utility and other charges and assessments concerning or in any way related to the Project. (k)If the Borrower is a partnership, all of the partnership interests in the Borrower are validly issued and are fully registered, if required, with the applicable governmental authorities and/or agencies, and, except as set forth in the Borrower’s Partnership Agreement, there are no outstanding options or rights to purchase or acquire those interests. If the Borrower is a limited liability company, all of the ownership interests in the Borrower are validly issued and are fully registered, if required, with the applicable governmental authorities and/or agencies, and there are no outstanding options or rights to purchase or acquire those interests. Nothing in this Junior Loan Agreement shall prevent the Borrower from issuing additional partnership interests or ownership interests if such units are issued in accordance with all applicable securities laws, provided such issuance is in accordance with the Borrower’s Partnership Agreement. (l)The representations and warranties of the Borrower contained in the Regulatory Agreement are true and accurate. (m)The information, statements or reports furnished in writing to the Issuer by the Borrower in connection with this Junior Loan Agreement or the consummation of the transactions contemplated hereby do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; and the representations and warranties of the Borrower and the statements, information and descriptions contained in the Borrower’s closing certificates, as of the Delivery Date, are true and correct in all material respects, do not contain any untrue statement of a material fact, and do not omit to state a material fact necessary to make the representations, warranties, statements, information and descriptions contained therein, in the light of the circumstances under which they were made, not misleading; and any estimates or the assumptions contained in any certificate of the Borrower delivered as of the Delivery Date are reasonable. (n)The Borrower acknowledges that (i)it understands the nature and structure of the transactions relating to the financing of the Project, (ii)it is familiar with the provisions of all of the documents and instruments relating to the financing, (iii)it understands the risks inherent in such transactions, including without limitation the risk of loss of the Project, and (iv)it has not reliedon the Issuer or the Trustee for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by the Junior Loan Documents or otherwise relied on the Issuer or the Trustee in any manner. 2016-03-08 Agenda Packet Page 263 7 (o)The Borrower covenants to pay all third-party fees of the financing, including but not limited to the following: (i)All taxes and assessments of any type or character charged to the Issuer or to the Trustee affecting the amount available to the Issuer or the Trustee from paymentsto be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Trustee; provided, however, that the Borrower shall have the right to protest any such taxes or assessments and torequire the Issuer or the Trustee, at the Borrower’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Issuer or the Trustee; (ii)All fees, charges and expenses of the Trustee for services rendered under the Indenture, as and when the same become due and payable; (iii)The portion of the annual fee of the Issuer attributable to the Bonds (in addition to the fee attributable to the Senior Governmental Lender Note, which shall be payable in accordance with and pursuant to the Senior LoanDocuments), payable as set forth in Section18of the Regulatory Agreement, and the fees and expenses of the Issuer or any agents, attorneys, accountants, consultants selected by the Issuer to act on its behalf in connection with this Junior Loan Agreement, the Regulatory Agreement or the Junior Loan Documents, including, without limitation, any and all expenses incurred in connection with the authorization, issuance and delivery of the Bonds, as applicable, or in connection with any litigation which may at any time be instituted involving this Junior Loan Agreement, the Regulatory Agreement, or the Junior Loan Documents or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of the foregoing; and (iv)These obligations and those in Section6.1 shall remain valid and in effect notwithstanding repayment of the loan hereunder or termination of this Junior Loan Agreement or the Indenture. Section 2.3.Representations and Warranties of the Trustee. The Trustee makes the following representations and warranties: (a)The Trustee is a national banking association, duly organized and existing under the laws of the United States of America. The Trustee is duly authorized to act as a fiduciary and to execute the trust created by the Indenture, and meets the qualifications to act as Trustee under the Indenture. (b)The Trustee has complied with the provisions of law which are prerequisite to the consummation of, and has all necessary power (including trust powers) and authority (i)to execute and deliver this Junior Loan Agreement and the other Junior Loan Documents to which it is a party, (ii)to perform its obligations under this Junior Loan Agreement and the other Junior Loan 2016-03-08 Agenda Packet Page 264 8 Documents to which it is a party, and (iii)to consummate the transactions contemplated by this Junior Loan Agreement and the other Junior Loan Documents to which it is a party. (c)The Trustee has duly authorized (i)the execution and delivery of this Junior Loan Agreement and the other Junior Loan Documents to which it is a party, (ii)the performance by the Trustee of its obligations under this Junior Loan Agreement and the other Junior Loan Documents to which it is a party, and (iii)the actions of the Trustee contemplated by this Junior Loan Agreement and the other Junior Loan Documents to which it is a party. (d)Each of the Junior Loan Documents to which the Trustee is a party has been duly executed and delivered by the Trustee and, assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (e)No approval, permit, consent, authorization or order of any court, governmental agency or public board or body not already obtained is required to be obtained by the Trustee as a prerequisite to (i)the execution and delivery of this Junior Loan Agreement and the other Junior Loan Documents to which the Trustee is a party (ii)the authentication or delivery of the Bonds, (iii)the performance by the Trustee of its obligations under this Junior Loan Agreement and the other Junior Loan Documents to which it is a party, or (iv)the consummation of the transactions contemplated by this Junior Loan Agreement and the other Junior Loan Documents to which the Trustee is a party. The Trustee makes no representation or warranty relating to compliance with any federal or state securities laws. Section 2.4.Tax Covenants of the Borrower. The Borrower covenants and agrees that: (a)It will at all times comply with the terms of the Tax Certificate and the Regulatory Agreement; (b)It will not take, or permit to be taken on its behalf, any action which would cause the interest payable on the Bonds to be included in gross income, for federal income tax purposes, and will take such action as may be necessary in the opinion of Bond Counsel to continue such exclusion from gross income, including, without limitation, the preparation and filing of all statements required to be filed by it in order to maintain the exclusion (including, but not limited to, the filing of all reports and certifications required by the Regulatory Agreement); (c)No changes will be made to the Project, no actions will be taken by the Borrower and the Borrower will not omit to take any actions, which will in any way adversely affect the tax-exempt status of the Bonds; (d)It will comply with the requirements of Section148 of the Code andthe Regulations issued thereunder throughout the term of the Bonds and will not make any use of the proceeds of the Bonds, or of any other funds which may be deemed to be proceeds of the Bonds under the Code and the related regulations of the United States Treasury, which would cause the Bonds to be “arbitrage bonds” within the meaning of Section148 of the Code; 2016-03-08 Agenda Packet Page 265 9 (e)If the Borrower becomes aware of any situation, event or condition which would, to the best of its knowledge, result in the interest on the Bondsbecoming includable in gross income for purposes of federal income tax purposes, it will promptly give written notice of such circumstance, event or condition to the Issuer and the Trustee. In the event of a conflict between the terms of this Section2.4 and the Tax Certificate, the terms of the Tax Certificate shall control. Section 2.5.Enforcement of Junior Loan Documents. The Trustee may enforce and take all reasonable steps, actions and the proceedings necessary for the enforcement of all terms, covenants and conditions of the Junior Loan Documents as and to the extent set forth therein. ARTICLE III THE JUNIOR LOAN Section 3.1.Conditions to Funding the Junior Loan. On the Delivery Date, the Issuer shall direct the Trustee to transfer the proceeds of the Bonds for deposit with the Trustee, in accordance with Section2.10 of the Indenture and Section3.3 hereof. The Trustee shall use such proceeds as provided in ArticleII of the Indenture; provided that no such disbursements of proceeds of the Bonds shall be made until the following conditions have been met: (a)The Borrower shall have executed and delivered to the Issuer the Junior Note in the form attached hereto as Exhibit A, with only such changes therein as shall be approved in writing by the Issuer shall have endorsed the Junior Note to the Trustee; (b)The Junior Mortgage shall have been executed and delivered by the Borrower and delivered to the title company for recording in the appropriate office for officially recording real estate documents in the jurisdiction in which the Project islocated (the “Recorder’s Office”); (c)The Regulatory Agreement shall have been executed and delivered by the parties thereto and shall have been delivered to the title company for recording in the Recorder’s Office, and the Trustee shall have received evidence satisfactory to it of such delivery; (d)All other Junior Loan Documents not listed above shall have been executed and delivered by all parties thereto and delivered to the Trustee; and (e)The Borrower shall have delivered to the Trustee and the Issuer a certificate confirming, as of the Delivery Date, the matters set forth in Section2.2 and an opinion of its counsel or other counsel satisfactory to the Trustee and the Issuer. Section 3.2.Terms of the Junior Loan. The Junior Loan shall (i)be evidenced by the Junior Note; (ii)be initially secured by the Junior Mortgage; (iii)be in the original aggregate principal amount of $________; (iv)bear interest as provided in the Junior Note; (v)provide for principal and interest payments in accordance with the Junior Note; and(vi)be subject to optional and mandatory prepayment at the times, in the manner and on the terms, and have such other terms and provisions, as provided herein and in the Junior Note. Section 3.3.Initial Deposits. On the Delivery Date, proceeds of the Bonds and other amounts shall be deposited and applied pursuant to the Indenture. 2016-03-08 Agenda Packet Page 266 10 Section 3.4.Assignment to Trustee. The parties hereto acknowledge, and the Borrower consents to, the assignment by the Issuer to the Trustee pursuant to the Indenture of all of the Issuer’s right, title and interest in this Junior Loan Agreement (excluding the Unassigned Rights), the Junior Loan, the Junior Mortgage and the Revenues as security for the payment of the principal of, premium, if any, and interest on the Bonds. Section 3.5.Investment of Funds. Except as otherwise provided in the Indenture, any money held as a part of any fund or account established under the Indenture shall be invested or reinvested by the Trustee in Qualified Investments in accordance with the Indenture. Section 3.6.Damage; Destruction and Eminent Domain. If, prior to payment in full of the Bonds, the Project or any portion thereof is destroyed or damaged in whole or in part by fire or other casualty, or title to, or the temporary use of, the Project or any portion thereof shall have been takenby the exercise of the power of eminent domain, and the Issuer, the Borrower, the Trustee receives Net Proceeds from insurance or any condemnation award in connection therewith, such Net Proceeds shall be utilized, after satisfaction of all payment requirements of the Senior Loan Documents, as provided in the Junior Loan Documents and the Indenture. ARTICLE IV LOAN PAYMENTS Section 4.1.Payments Under the Junior Note; Independent Obligation of Borrower. (a)The Borrower agrees to repay the Junior Loan as provided in the Junior Note, and in all instances at the times and in the amounts necessary to enable the Trustee, on behalf of the Issuer, to pay all amounts payable with respect to the Bonds, when due, whether at maturity or upon redemption (with premium, if applicable), acceleration or otherwise. The obligation of the Borrower to make the payments set forth in this ArticleIV shall be an independent and separate obligation of the Borrower from its obligation to make payments under the Junior Note, provided that in all events payments made by the Borrower under and pursuant to the Junior Note shall be credited against the Borrower’s obligations hereunder on a dollar-for-dollar basis. If for any reason the Junior Note or any provision of the Junior Note shall be held invalid or unenforceable against the Borrower by any court of competent jurisdiction, the Junior Note or such provision of the Junior Note shall be deemed to be the obligation of the Borrower pursuant to this Junior Loan Agreement to the full extent permitted by law andsuch holding shall not invalidate or render unenforceable any of the provisions of this ArticleIV and shall not serve to discharge any of the Borrower’s payment obligations hereunder or eliminate the credit against such obligations to the extent of payments made under the Junior Note. (b)The obligations of the Borrower to repay the Junior Loan, to perform all of its obligations under the Junior Loan Documents, to provide indemnification pursuant to Section6.1 hereof, to pay costs, expenses and charges pursuant to Section4.2 hereof and to make any and all other payments required by this Junior Loan Agreement, the Indenture or any other documents contemplated by this Junior Loan Agreement or by the Junior Loan Documents shall, subject to the limitations set forth in Section5.1 hereof, be absolute and unconditional and shall not be subject to diminution by setoff, recoupment, counterclaim, abatement or otherwise. 2016-03-08 Agenda Packet Page 267 11 (c)Notwithstanding anything contained in any other provision of this Junior Loan Agreement to the contrary (but subject to the provisions of Section5.1 hereof and the Intercreditor Agreement), the following obligations of the Borrower shall be and remain the joint and several full recourse obligations of the Borrower and each of the Borrower’s general partners, payable from and enforceable against any and all income, assets and properties of the Borrower: (i)the Borrower’s obligations to the Issuer and the Trustee under Section4.2 of this Junior Loan Agreement; (ii)the Borrower’s obligations under Section6.1 of this Junior Loan Agreement; and (iii)the Borrower’s obligation to pay legal fees and such expenses under Section7.4 of this Junior Loan Agreement. Section 4.2.Payment of Certain Fees and Expenses Under the Junior Note. (a)The Borrower shall pay (or cause tobe paid by the Trustee), in consideration of the funding of the Junior Loan, the following fees, expenses and other money payable in connection with the Junior Loan: (i)On or prior to the Delivery Date, to the Issuer, an initial financing fee attributable tothe Bonds (in addition to the fee attributable to the Senior Governmental Lender Notes, which shall be payable in accordance with and pursuant to the Senior Loan Documents) in an amount equal to $[______], together with all third-party and out-of-pocket expenses of the Issuer (including but not limited to the fees and expenses of counsel to the Issuer) in connection with the Junior Loan and the issuance of the Bonds. (ii)On the Delivery Date, to the Trustee, an acceptance fee attributable to the Bonds (in addition to the fee attributable to the Senior Governmental Lender Notes, which shall be payable in accordance with and pursuant to the Senior LoanDocuments) in an amount equal to $[______], together with all third party and out-of-pocket expenses of the Trustee (including but not limited to the fees and expenses of counsel to the Trustee) in connection with the Junior Loan and the issuance of the Bonds. (iii)All other fees and expenses of the Trustee and the Issuer described in Sections 2.2(o)(ii) and 2.2(o)(iii) hereof. (iv)On the Delivery Date, the amount of $[___] to be deposited into the Costs of Issuance Fund. Section 4.3.Reserved. Section 4.4.Prepayment of Junior Loan. The Borrower shall have the option to prepay the Junior Loan in full or in part prior to the payment and discharge of all the outstanding Bonds in accordance with the provisions of the Indenture, this Junior Loan Agreement and the Junior Note, upon payment of any amount due under the next succeeding paragraph. The Borrower shall be required to prepay the Junior Loan in each case that Bonds are required to be redeemed in accordance with the terms and conditions set forth in the Indenture. The Bonds are subject to redemption in accordance with the terms and conditions set forth in the Indenture. In connection with any prepayment, whether optional or mandatory, in addition to all other payments required under the Junior Note or the Indenture, the Borrower shall pay an amount sufficient to pay the redemption price of the Bonds to be redeemed, including principal, interest and premium (if any), and further including any interest to accrue with respect to the Junior Loan and 2016-03-08 Agenda Packet Page 268 12 such Bonds between the prepayment date and the redemption date, together with a sum sufficient to pay all fees, costs and expenses in connection with such redemptionand, in the case of redemption in whole, to pay all other amounts payable under this Junior Loan Agreement and the Indenture. The Borrower shall provide notice of the prepayment to the Issuer, and the Trustee in writing forty-five (45) days, or such shorter time as is possible in the case of mandatory prepayments, prior to the date on which the Borrower will make the prepayment. Each such notice shall state, to the extent such information is available, (a)the amount to be prepaid, (b)the date on which the prepayment will be made by the Borrower, and (c)the cause for the prepayment, if any. Section 4.5.Borrower’s Obligations Upon Redemption. In the event of any redemption, the Borrower will timely pay, to the Trustee an amount equal to the principal amount of such Bonds or portions thereof called for redemption, together with interest accrued to the redemption date. In addition, the Borrower will timely pay all fees, costs and expenses associated with any redemption of Bonds. ARTICLE V SPECIAL COVENANTS OF BORROWER Section 5.1.Performance of Obligations. The Borrower shall keep and faithfully perform all of its covenants and undertakings contained herein and in the Junior Loan Documents, including, without limitation, its obligations to make all payments set forth herein andtherein in the amounts, at the times and in the manner set forth herein and therein. Except as otherwise provided herein or in the Junior Loan Documents, the obligations of the Borrower under this Junior Loan Agreement are non-recourse liabilities of the Borrower and its partners. However, nothing in this Section5.1 shall limit the right of the Issuer or the Trustee to proceed against the Borrower to recover any fees owing to any of them or any actual out-of-pocket expenses (including but not limited to actual out-of-pocket attorneys’ fees incurred by any of them) incurred by any of them in connection with the enforcement of any rights under this Junior Loan Agreement or the other Junior Loan Documents. In any action or proceeding broughtwith respect to the Junior Loan or the Bonds, no deficiency or other money judgment shall be enforced against the Borrower or any partner of the Borrower or any successor or assign of the Borrower, and any judgment obtained shall be enforced only against the Project and other property of the Borrower encumbered by the Junior Loan Documents and not against the Borrower or any partner of the Borrower or any successor or assign of the Borrower. Section 5.2.Compliance With Applicable Laws. All work performed in connection with the Project shall be performed in strict compliance with all applicable federal, state, county and municipal laws, ordinances, rules and regulations now in force or that may be enacted hereafter. Section 5.3.Indenture Provisions. The execution of this Junior Loan Agreement shall constitute conclusive evidence of approval of the Indenture by the Borrower. Whenever the Indenture by its terms imposes a duty or obligation upon the Borrower, such duty or obligation shall be binding upon the Borrower to the same extent as if the Borrower were an express party to the Indenture, and the Borrower shall carry out and perform all of its obligations under the Indenture as fully as if the Borrower were a party to the Indenture. Section 5.4.Intentionally Omitted. 2016-03-08 Agenda Packet Page 269 13 Section 5.5.Borrower to Maintain Its Existence. The Borrower agrees to maintain its existence and maintain its current legal status with authority to own and operate the Project. Section 5.6.Borrower to Remain Qualified in State and Appoint Agent. The Borrower will remain duly qualified to transact business in the State and will maintain an agent in the State on whom service of process may be made in connection with any actions against the Borrower. Section 5.7.Sale or Other Transfer of Project. The Borrower may convey and transfer the Project only upon strict compliance with the provisions of the Senior LoanDocuments, the Regulatory Agreement and the Junior Loan Documents. Section 5.8.Right to Perform Borrower’s Obligations. In the event the Borrower fails to perform any of its obligations under this Junior Loan Agreement, and during thecontinuance of any Event of Default the Issuer or the Trustee, after giving requisite notice, if any, may, but shall be under no obligation to, perform such obligation and pay all costs related thereto, and all such costs so advanced by the Issuer or the Trustee shall become an additional obligation of the Borrower hereunder, payable on demand and if not paid on demand with interest thereon at the default rate of interest payable under the Junior Loan Documents. Section 5.9.Notice of Certain Events. The Borrower shall promptly advise the Issuer and the Trustee in writing of the occurrence of any Event of Default hereunder or any event which, with the passage of time or service of notice or both, would constitute an Event of Default, specifying the nature and period ofexistence of such event and the actions being taken or proposed to be taken with respect thereto. Section 5.10.Survival of Covenants. The provisions of Sections 2.4, 4.2, 6.1 and 7.4 of this Junior Loan Agreement shall survive the expiration or earlier termination ofthis Junior Loan Agreement and, with regard to the Trustee, the resignation or removal of the Trustee. Section 5.11.Access to Project; Records. Subject to reasonable notice, the Issuer and the Trustee, and the respective duly authorized agents of each, shall have theright (but not any duty or obligation) at all reasonable times and during normal business hours: (a)to enter the Project and any other location containing the records relating to the Borrower, the Project, the Junior Loan and the Borrower’s compliance with the terms and conditions of the Junior Loan Documents; (b)to inspect and audit any and all of the Borrower’s records or accounts pertaining to the Borrower, the Project, the Junior Loan and the Borrower’s compliance with the terms and conditions of the Junior Loan Documents; and (c)to require the Borrower, at the Borrower’s sole expense, (i)to furnish such documents to the Issuer and the Trustee, as the Issuer or the Trustee, as the case may be, from time to time, deems reasonably necessary in order to determine that the provisions of the Junior Loan Documents have been complied with and (ii)to make copies of any records that the Issuer or the Trustee or the respective duly authorized agents of each, may reasonably require. The Borrower shall make available to the Issuer and the Trustee, such information concerning the Project, the Junior Mortgage and the Junior Loan Documents as any of them may reasonably request. Section 5.12.Reserved. Section 5.13.Damage, Destruction and Condemnation. If prior to full payment of the Bonds (or provision for payment of the Bonds in accordance with the provisions of the Indenture) the Project or any portion of it is destroyed (in whole or in part) or is damaged by fire or other casualty, 2016-03-08 Agenda Packet Page 270 14 or title to, or the temporary use of, the Project or any portion of it shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, or shall be transferred pursuant to an agreement or settlement in lieu of eminent domain proceedings, the Borrower shall nevertheless be obligated to continue to pay the amounts specified in this Junior Loan Agreement and in the Junior Note to the extent the Junior Loan is not prepaid in accordance with the terms of the Junior Loan Documents. Section 5.14.Obligation of the Borrower to Acquire and Construct the Project. The Borrower shall proceed with reasonable dispatch to complete the acquisition, construction, development and equipping of the Project. If amounts on deposit in the Junior Loan Fund designated for the Project and available to be disbursed to the Borrower are not sufficient to pay the costs of such acquisition, construction, development and equipping, the Borrower shall pay such additional costs from its own funds. The Borrower shall not be entitled to any reimbursement from the Issuer, the Trustee, or the Bondholders in respect of any such costs or to any diminution or abatement in the repayment of the Junior Loan. Neither of the Trustee nor the Issuer makes any representation or warranty, either express or implied, that money, if any, which will be paid into the Junior Loan Fund or otherwise made available to the Borrower will be sufficient to complete the Project, and neither of the Trustee nor the Issuer shall be liable to the Borrower, the Bondholders or any other person if for any reason the Project is not completed. Section 5.15.Filing of Financing Statements. The Borrower shall file or record or cause to be filed or recorded on or prior to the Delivery Date all financing statements which are required to be filed or recorded in order fully to protect and preserve the security interests relating to the priority of the Junior Loan, the Trust Estate and the Junior Mortgage, and the rights and powers of the Issuer and the Trustee in connection with such security interests. The Borrower shall cooperate with the Trustee in connection with the filing of any continuation statements for purposes of continuing without lapse the effectiveness of such financing statements. ARTICLE VI INDEMNIFICATION Section 6.1.Indemnification. (a)To the fullest extent permitted by law, the Borrower agrees to indemnify, hold harmless and defend the Issuer, the Trustee, and each of their respective officers, governing members, directors, officials, employees, attorneys and agents (collectively, the “Indemnified Parties”), against any and all losses, damages, claims, actions, liabilities, costs and expenses of any conceivable nature, kind or character (including, without limitation, reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement (to the extent that the Borrower has consented to such settlement) and amounts paid to discharge judgments) and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject under or any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to: (i)the Bonds, the Junior Loan Documents, or the execution or amendment hereof or thereofor in connection with transactions contemplated hereby or thereby, including, as applicable, the issuance, issuance, sale or resale of the Bonds; (ii)any act or omission of the Borrower or any of its agents, contractors, servants, employees or licensees in connection with the Project, the operation of the Project, or the 2016-03-08 Agenda Packet Page 271 15 condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation or construction of, the Project or any part thereof; (iii)any lien (other than a permitted encumbrance) or charge upon payments by the Borrower to the Issuer and the Trustee hereunder, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the Issuer or the Trustee in respect of any portion of the Project; (iv)any violation of any environmental regulations with respect to, or the release of any hazardous substances from, the Project or any part thereof during the period in which the Borrower is in possession or control of the Project; (v)the defeasance and/or redemption, in whole or in part, of the Bonds; (vi)any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact contained in any offering statement or disclosure or continuing disclosure document for the Bonds or any of the documents relating to the Bonds, or any omission or alleged omission from any offering statement or disclosure or continuing disclosure document for the Bonds of any material fact necessary to be stated therein in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (vii)the Trustee’s acceptance or administration of the trust of the Indenture, or the exercise or performance of any of its powers or duties thereunder or under any of the documents relating to the Bonds to which it is a party; except (a)in the case of the foregoing indemnification of (1)the BondholderRepresentative or any related Indemnified Party, to the extent such damages are caused by the gross negligence or willful misconduct of such Indemnified Party, or (2)in the case of the Trustee or any related Indemnified Party, the negligence or willful misconduct of the Trustee, or any breach by such party of its obligations under any of the Junior Loan Documents or any untrue statement or misleading statement of a material fact by such Indemnified Party contained in any offering statement or document forthe Bonds or any of the Junior Loan Documents or any omission or alleged omission from any such offering statement or document of any material fact necessary to be stated therein in order to make the statements made therein by such Indemnified Party not misleading; or (b)in the case of the foregoing indemnification of the Issuer or any related Indemnified Party or the City or any related Indemnified Party, they shall not be indemnified by the Borrower with respect to liabilities arising from their own badfaith, fraud or willful misconduct. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Borrower, upon written notice from the Indemnified Party (which notice shall be timely given so as not to materially impair the Borrower’s right to defend), shall assume the investigation and defense thereof, including the employment of counsel reasonably approved by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that the Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement, which approval shall not be unreasonably withheld. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the investigation and defense thereof; provided however the City and the Issuer have the absolute right to employ separate counsel 2016-03-08 Agenda Packet Page 272 16 at the expense of the Borrower. The Borrower shall pay the reasonable fees and expenses of such separate counsel; provided, however, that such Indemnified Party other than the Issuer or the City may only employ separate counsel at the expense of the Borrower if and only if in such Indemnified Party’s good faith judgment (based on the advice of counsel) a conflict of interest exists or could arise by reason of common representation except that the Borrower shall always pay the reasonable fees and expenses of the Issuer’s or the City’s separate counsel. In addition thereto, the Borrower will pay upon demand all of the fees and expenses paid or incurred by the Trustee and/or the Issuer in enforcing the provisions hereof, as morefully set forth in this Junior Loan Agreement. (b)The rights of any persons to indemnity hereunder and rights to payment of fees and reimbursement of expenses pursuant this Junior Loan Agreement shall survive the final payment or defeasance of the Bonds and in the case of the Trustee any resignation or removal. The provisions of this Section shall survive the termination of this Junior Loan Agreement. Nothing contained in this Section6.1 shall in any way be construed to limit the indemnification rights of the Issuer contained in Section9 of the Regulatory Agreement. With respect to the Issuer, the Regulatory Agreement shall control in any conflicts between this Section6.1 and Section9 of the Regulatory Agreement. ARTICLE VII EVENTS OF DEFAULT AND REMEDIES Section 7.1.Events of Default. The following shall be “Events of Default” under this Junior Loan Agreement and the term “Event of Default” shall mean, whenever it is used in this Junior Loan Agreement, one or all of the following events after the expiration of any applicablecure periods: (a)Any representation or warranty made by the Borrower in the Junior Loan Documents or any certificate, statement, data or information furnished by the Borrower in connection therewith or included by the Borrower in its application to the Issuer for assistance proves at any time to have been incorrect when made in any material respect; (b)Failure by the Borrower to pay any amounts due under this Junior Loan Agreement, the Junior Note or the Junior Mortgage at the times and in the amounts required by this Junior Loan Agreement, the Junior Note and the Junior Mortgage, as applicable; or (c)The Borrower’s failure to observe and perform any of its other covenants, conditions or agreements contained herein, other than as referred to in clause (a) above, fora period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given by the Issuer or the Trustee to the Borrower; provided, however, that if the failure shall be such that it can be corrected but not within such period, the Issuer and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted by the Borrower within such period and diligently pursued until the failure is corrected; Nothing contained in this Section is intended to amend or modify any of the provisions of the Junior Loan Documents or to bind the Issuer or the Trusteeto any notice and cure periods other than 2016-03-08 Agenda Packet Page 273 17 as expressly set forth in the Junior Loan Documents. Notwithstanding anything herein to the contrary, the Investor Limited Partner shall have the right, but not the obligation, to cure defaults hereunder in the same manner as the Borrower. Section 7.2.Remedies on Default. Whenever any Event of Default hereunder shall have occurred and be continuing, the Trustee or the Issuer where so provided may take any one or more of the following remedial steps: (a)The Issuer shall cooperate with the Trustee as the Trustee acts pursuant to Section6.02 of the Indenture. (b)In the event any of the Bonds shall at the time be Outstanding and not paid and discharged in accordance with the provisions of the Indenture, the Issuer or the Trustee may have access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of the Borrower. (c)The Issuer or the Trustee may, without being required to give any notice (other than to the Issuer or the Trustee, as applicable), except as provided herein, pursue all remedies of a creditor under the laws of the State, as supplemented and amended, or any other applicable laws. (d)The Issuer or Trustee may take whatever action at law or in equity may appear necessary or desirable to collect the payments due under this Junior Loan Agreement then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Junior Loan Agreement. Any amounts collected pursuant to Article IV and any other amounts which would be applicable to payment of principal of and interest and any premium on the Bonds collected pursuant to action taken under this Section shall be applied in accordance with the provisions of the Indenture. The provisions of this Section are subject to the further limitation that if, after any Event of Default hereunder all amounts which would then be payable hereunder by the Borrower if such Event of Default had not occurred and was not continuing shall have been paid by or on behalf of the Borrower, and the Borrower shall have also performed all other obligations in respect of which it is then in default hereunder, and shall have paid the reasonable charges and expenses of the Issuer and the Trustee, including reasonable attorneys’ fees paid or incurred in connection with such default, and if there shall then be no default existing under the Indenture, then and in every such case such Event of Default hereunder shall be waived and annulled, but no such waiver or annulment shall affect any subsequent or other Event of Default or impair any right consequent thereon. Section 7.3.No Remedy Exclusive. No remedy conferred upon or reserved to the Issuer or the Trustee by this Junior Loan Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Junior Loan Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer or the Trustee to exercise any remedy reservedto it in this ArticleVII, it shall not be necessary to give any notice, other than such notice as may be expressly required by this Junior Loan Agreement. 2016-03-08 Agenda Packet Page 274 18 Section 7.4.Agreement to Pay Attorneys’ Fees and Expenses. In the event the Borrower should default under any of the provisions of this Junior Loan Agreement and the Issuer or the Trustee should employ attorneys or incur other expenses for the collection of loan payments or the enforcement of performance or observance of any obligation or agreement on the part of the Borrower contained in this Junior Loan Agreement or in the Junior Note, the Borrower shall on demand therefor reimburse the reasonable fees of such attorneys and such other expenses so incurred. Section 7.5.No Additional Waiver Implied by One Waiver. In the eventany agreement contained in this Junior Loan Agreement should be breached by any party and thereafter waived by the other parties, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. ARTICLE VIII MISCELLANEOUS Section 8.1.Notices. Whenever in this Junior Loan Agreement the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Any notice, request, complaint, demand, communication or other paper required or permitted to be delivered to the Issuer, the Trustee, or the Borrower shall be sufficiently given and shall be deemed given (unless another form of notice shall be specifically set forth herein) on the Business Day following the date on which such notice or other communication shall have been delivered to a national overnight delivery service (receipt of which to be evidenced by a signed receipt from such overnight delivery service) addressed to the appropriate party at the addresses set forth in Section11.05 of the Indenture or upon receipt such notice or other communication delivered by facsimile transmission as required or permitted by this Junior Loan Agreement (receipt of which shall be evidencedby confirmation of transmission). The Issuer, the Trustee, or the Borrower may, by notice given as provided in this paragraph, designate any further or different address to which subsequent notices or other communication shall be sent. The Trustee agrees to accept and act upon facsimile transmission of written instructions and/or directions pursuant to this Junior Loan Agreement, provided, however, that subsequent to such facsimile transmission of written instructions shall providethe originally executed instructions and/or directions shall be provided to the Trustee in a timely manner. Section 8.2.Concerning Successors and Assigns. All covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the financing herein contemplated and shall continue in full force and effect so long as the obligations hereunder are outstanding. Whenever in this Junior Loan Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrower which are contained in this Junior Loan Agreement shall bind its successors and assigns and inure to the benefit of the successors and assigns of the Issuer and the Trustee. 2016-03-08 Agenda Packet Page 275 19 Section 8.3.Governing Law. This Junior Loan Agreement and the Exhibits attached hereto shall be construed in accordance with and governed by the laws of the State and, where applicable, the laws of the United States of America. Section 8.4.Modifications in Writing. Modification or the waiver of any provisions of this Junior Loan Agreement or consent to any departure by the parties therefrom, shall in no event be effective unless the same shall be in writing approved by the parties hereto and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given and so long as the interests of any Bondholders are not adversely affected and the Trustee consents in writing thereto. No notice to or demand on the Borrower in any case shall entitle it to any other or further notice or demand in the same circumstances. Section 8.5.Further Assurances and Corrective Instruments. The Issuer, the Trustee and the Borrower agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the performance of this Junior Loan Agreement. Section 8.6.Captions. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Junior Loan Agreement. Section 8.7.Severability. The invalidity or unenforceability of any provision of this Junior Loan Agreement shall not affect the validity of any other provision, and all other provisions shall remain in full force and effect. Section 8.8.Counterparts. This Junior Loan Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. Section 8.9.Amounts Remaining in Bond Fund or Other Funds. It is agreed by the parties hereto that any amounts remaining in the Bond Fund or other funds and accounts established under the Indenture upon expiration or sooner termination of the term hereof, shall be paid in accordance with the Indenture. Section 8.10.Effective Date and Term. This Junior Loan Agreement shall become effective upon its execution and delivery by the parties hereto, shallbe effective and remain in full force from the date hereof, and, subject to the provisions hereof, shall expire on such date as the Indenture shall terminate. Section 8.11.Cross References. Any reference in this Junior Loan Agreement to an “Exhibit,” an “Article,” a “Section,” a “Subsection” or a “Paragraph” shall, unless otherwise explicitly provided, be construed as referring, respectively, to an exhibit attached to this Junior Loan Agreement, an article of this Junior Loan Agreement, a section of this Junior Loan Agreement, a subsection of the section of this Junior Loan Agreement in which the reference appears and a paragraph of the subsection within this Junior Loan Agreement in which the reference appears. All exhibits attached to or referred to in this Junior Loan Agreement are incorporated by reference into this Junior Loan Agreement. Section 8.12.Reserved. 2016-03-08 Agenda Packet Page 276 20 Section 8.13.Waiver of Personal Liability. No member, officer, agent or employee of the Issuer or any director, officer, agent or employee of the Borrower shall be individually or personally liable for the payment of any principal (or redemption price) or interest on the Bonds or any other sum hereunder or be subject to any personal liability or accountability by reason of the execution and delivery of this Junior Loan Agreement; butnothing herein contained shall relieve any such member, director, officer, agent or employee from the performance of any official duty provided by law or by this Junior Loan Agreement. Section 8.14.No Liability of Issuer. The Issuer shall not be obligated to pay the principal (or redemption price) of or interest on the Bonds, except from Revenues and other money and assets received by the Trustee on behalf of the Issuer pursuant to this Junior Loan Agreement. Neither the faith and credit nor the taxing power of the State or any political subdivision thereof, nor the faith and credit of the Issuer or any member is pledged to the payment of the principal (or redemption price) or interest on the Bonds. The Issuer shall not be liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reason of or in connection with this Junior Loan Agreement, the Bonds or the Indenture, except only to the extent amounts are received for the payment thereof from the Borrower under this Junior Loan Agreement. The Borrower hereby acknowledges that the Issuer’s sole source of money to repay the Bonds will be provided by the payments made by the Borrower pursuant to this Junior Loan Agreement, together with investment income on certain funds and accounts held by the Trustee under the Indenture, and hereby agrees that if the payments to be made hereunder shall ever prove insufficient to pay all principal (or redemption price) and interest on the Bonds as the same shall become due (whether by maturity, redemption, acceleration or otherwise), then upon notice from the Trustee, the Borrower shall pay such amountsas are required from time to time to prevent any deficiency or default in the payment of such principal (or redemption price) or interest, including, but not limited to, any deficiency caused by acts, omissions, nonfeasance or malfeasance on the part of the Trustee, the Borrower, the Issuer or any third party, subject to any right of reimbursement from the Trustee, the Issuer or any such third party, as the case may be, therefor. Section 8.15.No Liability of Officers. No recourse under or upon any obligation, covenant, or agreement or in any Bonds, or under any judgment obtained against the Issuer, or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise or under any circumstances, shall be had against any incorporator, member, director, commissioner, employee, agent or officer, as such, past, present, or future, of the Issuer, either directly or through the Issuer, or otherwise, for the payment for or to the Issuer or any receiver thereof, or for or to the Owner of any Bonds, of any sum that may be due and unpaid by the Issuer upon any of the Bonds. Any and all personal liability of every nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any such incorporator, member, director, commissioner, employee, agent or officer, as such, to respond by reason of any act or omission on his or her part or otherwise, for the payment for or to the Issuer or any receiver thereof, or for or to the Owner of any Bonds, of any sum that may remain due and unpaid upon the Bonds or any of them, is hereby expressly waived and released as a condition of and consideration for the execution of this Junior Loan Agreement and the issuance of the Bonds. Section 8.16.Capacity of the Trustee. The Trustee is entering into this Junior Loan Agreement solely in its capacity as Trustee and shall be entitled to the rights, protections, limitations 2016-03-08 Agenda Packet Page 277 21 from liability and immunities afforded it as Trustee under the Indenture. The Trustee shall be responsible only for the duties of the Trustee expressly set forth herein and in the Indenture. Section 8.17.Reliance. The representations, covenants, agreements and warranties set forth in this Junior Loan Agreement may be relied upon by the Issuer and the Trustee. In performing their duties and obligations under this Junior Loan Agreement and under the Indenture, the Issuer and the Trustee may rely upon statements and certificates of the Borrower, upon certificates of tenants believed to be genuine and to have been executed by the proper person or persons, and upon audits of the books and records of the Borrower pertaining to occupancy of theProject. In addition, the Issuer and the Trustee may consult with counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Issuer or the Trustee under this Junior Loan Agreement and under the Indenture in good faith and in conformity with the opinion of such counsel. It is expressly understood and agreed by the parties to this Junior Loan Agreement (other than the Issuer) that: (a)the Issuer may rely conclusively on the truth and accuracy of any certificate, opinion, notice or other instrument furnished to the Issuer by the Trustee, any Bondholder or the Borrower as to the existence of a fact or state of affairs required under this Junior Loan Agreement to be noticed bythe Issuer; (b)the Issuer shall not be under any obligation to perform any record keeping or to provide any legal service, it being understood that such services shall be performed or caused to be performed by the Trustee or the Borrower, as applicable; and (c)none of the provisions of this Junior Loan Agreement shall require the Issuer or the Trustee to expend or risk its own funds (apart from the proceeds of Bonds issued under the Indenture) or otherwise endure financial liability in the performance of any of its duties or in the exercise of any of its rights under this Junior Loan Agreement, unless it shall first have been adequately indemnified to its satisfaction against the costs, expenses and liabilities which may be incurred by taking any such action. [Signature Pages Follow] 2016-03-08 Agenda Packet Page 278 [Junior Loan Agreement –Volta Apartment Homes] IN WITNESS WHEREOF, the parties hereto have executed this Junior Loan Agreement and the Issuer has caused its corporate seal to be affixed hereto and to be attested, all as of the date first set forth above. CHULA VISTA HOUSING AUTHORITY By: Mary Casillas Salas Executive Director ATTEST: By: Donna Norris Secretary 2016-03-08 Agenda Packet Page 279 [Junior Loan Agreement –Volta Apartment Homes] U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory 2016-03-08 Agenda Packet Page 280 [Junior Loan Agreement–Volta Apartment Homes] G Street SeniorsCIC, LP, a California limited partnership By:Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its Managing General Partner By:________________________ Robert W. Laing, Executive Director/President By:CIC G Street Seniors, LLC, a California limited liability company, its Administrative General Partner By:Chelsea Investment Corporation, a California corporation, its Manager By:______________________________ Cheri Hoffman, President 2016-03-08 Agenda Packet Page 281 A-1 EXHIBIT A FORM OF JUNIOR PROMISSORY NOTE CHULA VISTA HOUSING AUTHORITY JUNIOR MULTIFAMILY HOUSING REVENUE BONDS (VOLTAAPARTMENT HOMES) JUNIOR SERIES 2016B-3 JUNIOR PROMISSORY NOTE US $________March __, 2016 FOR VALUE RECEIVED, G STREET SENIORSCIC, LP, a California limited partnership organized and existing under the laws of the State of California (together with its permitted successors and assigns, “Maker”), promises to pay to the CHULA VISTAHOUSING AUTHORITY, a public body, corporate and politic, organized and existing under the laws of the State of California, or its successors or assigns (the “Issuer” or the “Holder” as the context requires), in legal tender of the United States, the Principal Sum of $________, on [November1, 2058], or earlier as provided herein and in the Junior Loan Agreement (hereinafter defined), together with interest thereon at the rates, at the times and in the amounts necessary to make payments on the Issuer’s Junior Multifamily Housing Revenue Bonds (VoltaApartment Homes) Junior Series 2016B-3(the “Bonds”), issued under that certain Junior Indenture of Trust, dated as of March 1, 2016(the “Indenture”), by and between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”), when such payments become due and payable on each Bond Payment Date (as defined in the Indenture). Maker shall pay to the Holder on or before each Bond Payment Date (as defined in the Indenture) an amount in immediately available funds sufficient to pay the principal amount of the Bonds then due and payable, whether by maturity, acceleration, redemption or otherwise, and any such payment shall reduce the said principal amount due hereunder. In the event that amounts held under the Indenture and derived from Bond proceeds, condemnation awards or insurance proceeds or investment earnings thereon are applied to the payment of principal due on the Bonds in accordance with the Indenture, the principal amount due hereunder shall bereduced to the extent of the principal amount of the Bonds so paid. Maker shall pay to the Holder on or before each Bond Payment Date on which interest on the Bonds is payable interest on the unpaid balance hereof in an amount in immediately available funds sufficient to pay the interest on the Bonds then due and payable. “Indebtedness” means the principal of, interest on, and any other amounts due at any time under, this Note, the Mortgage (as defined herein) or any other Junior Loan Document, including prepayment premiums, late charges, default interest, and advances to protect the security of the Mortgage as described in Section12 of the Mortgage. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture. All payments under this Note shall be applied first to the payment of interest due and the balance, if any, shall be applied to the payment of principal. 2016-03-08 Agenda Packet Page 282 A-2 This Note is secured by a Junior Multifamily Deed of Trust, Assignment of Rents, Security Agreementand Fixture Filing dated as of March 1, 2016(as the same may be modified, amended or supplemented from time to time, the “Mortgage”) made by Maker to a trustee for the benefit of the Trustee covering property, with improvements thereon, as more fully described therein (the “Mortgaged Property”) and certain other security as more fully set forth in the Junior Loan Agreement. 1.Default Rate. (1)So long as any other Event of Default has occurred and is continuing or (2)pursuant to Section6.01(b) of the Indenture, interest under this Note shall accrue on the unpaid principal balance from the earlier of the due date of the first unpaid monthly installment or the occurrence of such other Event of Default, as applicable, at a rate per annum (the “Default Rate”) equal to the lesser of (i)the maximum rate permitted by applicable law or (ii)a rate equal to the Base Rate plus five percent (5%), subject to the interest calculation set forth in Section2.01(b) of the Indenture. If the unpaid principal balance and all accrued interest are not paid in full on the Maturity Date, the unpaid principal balance and all accrued interest shall bear interest from the Maturity Date at the Default Rate. Maker also acknowledges that its failure to make timely payments will cause the Holder, to incur additional expenses in servicing and processing the Loan, that, during the time that any required monthly installment under this Note is delinquent, Holder will incur additional costs and expenses arising from its loss of the useof the money due and from the adverse impact on Holder’s ability to meet its other obligations and to take advantage of other investment opportunities, and that it is extremely difficult and impractical to determine those additional costs and expenses. Maker also acknowledges that, during the time that any monthly installment under this Note is delinquent or any other Event of Default has occurred and is continuing, Holder’s risk of nonpayment of this Note will be materially increased and Holder is entitled to be compensated for such increased risk. Maker agrees that the increase in the rate of interest payable under this Note to the Default Rate as provided above represents a fair and reasonable estimate, taking into account all circumstances existing onthe Delivery Date, of the additional costs and expenses Holder will incur by reason of Maker’s delinquent payment and the additional compensation Holder is entitled to receive for the increased risks of nonpayment associated with a delinquent loan. 2.This Note is subject to the express condition that at no time shall interest be payable on this Note or under the Mortgage or the Junior Loan Agreement at a rate in excess of the maximum permitted by law; and Maker shall not be obligated or required to pay, nor shall the Holder be permitted to charge or collect, interest at a rate in excess of such maximum rate. If by the terms of this Note or of the Mortgage or Junior Loan Agreement, Maker is required to pay interest at a rate in excess of such maximum rate,the rate of interest hereunder or thereunder shall be deemed to be reduced immediately and automatically to such maximum rate, and any such excess payment previously made shall be immediately and automatically applied to the unpaid balance of the principal sum hereof and not to the payment of interest. 3.Amounts payable hereunder representing late payments, penalty payments or the like shall be payable to the extent allowed by law. 4.This Note is subject to all of the terms, conditions, and provisions ofthe Junior Loan Agreement, including those respecting prepayment and the acceleration of maturity and the provisions of Section4.5 thereof, and is further subject to all of the terms, conditions and provisions of the Indenture. The outstanding principalhereof is subject to acceleration at the same time or times and under the same terms and conditions, and with the same notice, if any, as provided under the Indenture for the acceleration of payment of the Bonds. 2016-03-08 Agenda Packet Page 283 A-3 5.If there is an Event of Default, then in any such event and subject to the provisions and requirements of the Junior Loan Agreement and the Indenture, the Holder may declare the entire unpaid principal balance of this Note and accrued interest, if any, due and payable at once. All of the covenants, conditions and agreements contained in the Junior Loan Agreement, the Regulatory Agreement, the Mortgage and all other security instrument and related documents, instruments and assignments evidencing or securing the Borrower’s obligations to the Issuer or to the Trustee relating to the Project and all other documents and instruments delivered simultaneously herewith, as the same may be supplemented and amended from time to time (the “Loan Documents”) are hereby made part of this Note. 6.No delay or omission on the part of the Holder in exercising any remedy, right or option under this Note or the Loan Documents shall operate as a waiver of such remedy, right or option. In any event a waiver on any one occasion shall not be construed as a waiver or bar to any such remedy, right or option on a future occasion. The rights, remedies and options of the Holder under this Note and the Loan Documents are and shall be cumulative and are in addition to all of the rights, remedies and options of the Holder at law or in equity or under any other agreement. 7.Maker shall pay all costs of collection on demand by the Holder, including without limitation, reasonable attorneys’ fees and disbursements, which costs may be added to the Indebtedness hereunder, together with interest thereon at the Default Rate to the extent allowed by law. 8.No amendments or other changes of any nature may be made to this Note except in writing and subject in all events to the provisions of the Indenture and the Junior Loan Agreement. Presentment for payment, notice of dishonor, protest and notice of protest are hereby waived. The acceptance by the Holder of any amount after the same is due shall not constitute a waiver of the right to require prompt payment, when due, of all other amounts due hereunder. The acceptance by the Holder of any sum in an amount less than the amount then due shall be deemed an acceptance on account only and upon condition that such acceptance shall not constitute a waiver of the obligation of Maker to pay the entire sum then due, and Maker’s failure to pay such amount then due shall be and continue to be a default notwithstanding such acceptance of such amount on account, as aforesaid. Consent by the Holder to any action of Maker which is subject to consent or approval of the Holder hereunder shall not be deemed a waiver of the right to require such consent or approval to future or successive actions. 9.(a)Prior to the Junior Bonds Conversion Date, Borrower shall be personally liable for all amounts due under this Note. On and after the Junior Bonds Conversion Date, except as otherwise provided in this Section9 and Section5.1 of the Junior Loan Agreement, neither Borrower nor any of its partners, members and/or managers shall have any personal liability under this Note, the Mortgage or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents, and Lender’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender’s exercise of its rights and remedies with respect to the Mortgaged Property and any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower’s liability shall not limit or impair Lender’s enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any obligations of Borrower. (b)Borrower shall be personally liable to Lender for the repayment of a portion of the Indebtedness equal to any loss or damage suffered by Lender (the “Losses”) as a result of 2016-03-08 Agenda Packet Page 284 A-4 (1)failure of Borrower to pay to Lender upon demand after an Event of Default all Rents (as defined in the Mortgage) to which Lender is entitled under Section3(a) of the Mortgage and the amount of all security deposits collected by Borrower from tenants then in residence; (2)failure of Borrower to apply all insurance proceeds and condemnation proceeds as required by the Mortgage; (3)failure of Borrower to comply with Section14(d) or (e) of the Mortgage relating to the delivery of books and records, statements, schedules, and reports; (4)fraud or material misrepresentation by Borrower or Guarantor or any general partner, managing member, manager, officer, director, partner, member, agent or employee of Borrower or Guarantor in connection with the application for or creation of the Indebtedness or any request for any action or consent by or on behalf of Lender; (5)failure to apply Rents, first, to the payment of reasonable operating expenses (other than property management fees that are not currently payable or any other Loan Document) and then to amounts (“Debt Service Amounts”) payable under this Note, the Mortgage or any other Loan Document (except that Borrower will not be personally liable (i)to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii)with respect to Rents that are distributed on account of any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year); (6)failure of Borrower to comply with the provisions of Section17(a) of the Mortgage prohibiting the commission of waste or allowing the impairment or deterioration of the Mortgaged Property; (7)failure of Borrower to obtain and maintain any local real estate tax abatement or exemption required under the Mortgage, or the reduction, revocation, cancellation or other termination of such abatement or exemption, as a result of any act or omission by or on behalf of Borrower, Guarantor or any of their respective partners, members, managers, directors, officers, agents, employees or representatives; (8)Borrower’s acquisition of any property or operation of any business not permitted by Section32 of the Mortgage; (9)a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section21 of the Mortgage, other than a Permitted Transfer or Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (10)a Bankruptcy Event, as defined by the Mortgage (but only if the Bankruptcy Event occurs with the consent or active participation ofBorrower, its General Partner, Guarantor or any Borrower Affiliate (as defined by the Mortgage)). (c)In addition to the Borrower’s personal liability pursuant to the other provisions of this Note, Borrower shall be personally liable to Lender for (1)theperformance of all of Borrower’s obligations under Sections 18 and 43(i) of the Mortgage (relating to environmental matters) and the Junior Agreement of Environmental Indemnification dated as of the date hereof; (2)the costs of any audit under Section14(d) of the Mortgage; and (3)any costs and expenses incurred by Lender in connection with the collection of all amounts for which Borrower is personally liable under this Section9, including out of pocket expenses and reasonable fees of attorneys and expert witnesses and the costs of conducting any independent audit of Borrower’s books and records to determine the amount for which Borrower has personal liability. (d)Lender may exercise its rights against Borrower personally without regard to whether Lender has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available toLender under this Note, the Mortgage, any other Loan Document or applicable law. For purposes of this Section9, the term “Mortgaged Property” shall not include any funds that (1)have been applied by Borrower as required or permitted by the Mortgage prior to the occurrence of an Event of Default or (2)Borrower was unable to apply as required or permitted by the Mortgage because of a bankruptcy, receivership, or similar judicial proceeding. To the fullest extent permitted by applicable law, in any action to 2016-03-08 Agenda Packet Page 285 A-5 enforce Borrower’s personal liability under this Section9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability. (e)Nothing herein or in the other Loan Documents shall be deemed to be a waiver of any right which the Lender or the Servicer may have under Sections 506(a), 506(b), 1111(b) or any other provision of the United States Bankruptcy Code, as such sections may be amended, or corresponding or superseding sections of the Bankruptcy Amendments and Federal Judgeship Act of 1984, to file a claim for the full amount due to the Lender and the Servicer hereunder and under the other Loan Documents or to require that all collateral shall continue to secure the amounts due hereunder and under the other Loan Documents. 10.The right of the holder of this Note to payment of any of the Indebtedness evidenced by this Note is and shall at all times be subordinate to the Senior Obligations (as defined in the Indenture). 11.In addition, the Indebtedness evidenced by this Note is and shall be subordinate in right of payment to the prior payment in full of all amounts then due and payable (including, but not limited to, all amounts due and payable by virtue of any default or acceleration or upon maturity) with respect to the Indebtedness evidenced by the Note (as defined by that certain Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing by the Borrower in favor of Citibank, N.A.), in the original maximum principal amount of $___________, executed by Borrower and payable to Citibank, N.A. (“Senior Lender”) to the extent and in the manner provided in that certain Subordination and Intercreditor Agreement, dated as of March 1, 2016, by and between the Trustee and the Senior Lender(the“Citibank Subordination Agreement”). The rights and remedies of the Holder and each subsequent holder of this Note shall be deemed, by virtue of such holder’s acquisition of this Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by the “Junior Lender” under the Citibank Subordination Agreement. 2016-03-08 Agenda Packet Page 286 A-6 Maker agrees that this Note shall be construed in accordance with and governed by the laws of the State of California. G Street SeniorsCIC, LP, a California limited partnership By:Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its Managing General Partner By:________________________ Robert W. Laing, Executive Director/President By:CIC G Street Seniors, LLC, a California limited liability company, its Administrative General Partner By:Chelsea Investment Corporation, a California corporation, its Manager By:______________________________ Cheri Hoffman, President 2016-03-08 Agenda Packet Page 287 A-7 ASSIGNMENT Pay to the order of U.S. Bank National Association, without recourse or warranty, as Trustee under the Indenture referred to in the attached Note. CHULA VISTA HOUSING AUTHORITY By: Authorized Signatory 2016-03-08 Agenda Packet Page 288 Stradling Yocca Carlson & Rauth Draft dated March1, 2016 JUNIOR LOAN AGREEMENT among CHULA VISTA HOUSING AUTHORITY, as Issuer U.S. BANK NATIONAL ASSOCIATION, asTrustee and F STREET FAMILY CIC,LP, aCalifornia limited partnership, asBorrower Relatingto $________ CHULA VISTA HOUSING AUTHORITY JUNIOR MULTIFAMILY HOUSING REVENUE BONDS (DUETTA APARTMENT HOMES) JUNIOR SERIES 2016A-3 Dated as of March 1, 2016 All of the right, title and interest of the CHULA VISTA HOUSING AUTHORITY(except for its Unassigned Rights) in and to this Junior Loan Agreement are being assigned to U.S. Bank National Association, as Trustee, as security for the above-referenced bonds pursuant to a certain Indenture dated as of March 1, 2016. 2016-03-08 Agenda Packet Page 289 i TABLE OF CONTENTS Page ARTICLE IDEFINITIONS..............................................................................................................2 Section 1.1.Definitions........................................................................................................2 Section 1.2.Interpretation....................................................................................................2 ARTICLE IIREPRESENTATIONS, WARRANTIES AND COVENANTS..................................3 Section 2.1.Representations, Warranties and Covenants of the Issuer................................3 Section 2.2.Representations, Warranties and Covenants of the Borrower..........................4 Section 2.3.Representations and Warranties of the Trustee................................................7 Section 2.4.Tax Covenants of the Borrower.......................................................................8 Section 2.5.Enforcement of Junior Loan Documents..........................................................9 ARTICLE IIITHE JUNIOR LOAN...................................................................................................9 Section 3.1.Conditions to Funding the Junior Loan............................................................9 Section 3.2.Terms of the Junior Loan.................................................................................9 Section 3.3.Initial Deposits..................................................................................................9 Section 3.4.Assignment to Trustee....................................................................................10 Section 3.5.Investment of Funds.......................................................................................10 Section 3.6.Damage; Destruction and Eminent Domain...................................................10 ARTICLE IVLOAN PAYMENTS...................................................................................................10 Section 4.1.Payments Under the Junior Note; Independent Obligation of Borrower.......10 Section 4.2.Payment of Certain Fees and Expenses Under the Junior Note.....................11 Section 4.3.Reserved.........................................................................................................11 Section 4.4.Prepayment of Junior Loan............................................................................11 Section 4.5.Borrower’s Obligations Upon Redemption....................................................12 ARTICLE VSPECIAL COVENANTS OF BORROWER.............................................................12 Section 5.1.Performance of Obligations............................................................................12 Section 5.2.Compliance With Applicable Laws................................................................12 Section 5.3.Indenture Provisions.......................................................................................12 Section 5.4.Intentionally Omitted......................................................................................12 Section 5.5.Borrower to Maintain Its Existence................................................................13 Section 5.6.Borrower to Remain Qualified in State and Appoint Agent..........................13 Section 5.7.Sale or Other Transfer of Project....................................................................13 Section 5.8.Right to Perform Borrower’s Obligations......................................................13 2016-03-08 Agenda Packet Page 290 TABLE OF CONTENTS (continued) Page ii Section 5.9.Notice of Certain Events ................................................................................13 Section 5.10.Survival of Covenants....................................................................................13 Section 5.11.Access to Project; Records.............................................................................13 Section 5.12.Reserved.........................................................................................................13 Section 5.13.Damage, Destruction and Condemnation.......................................................13 Section 5.14.Obligation of the Borrower to Acquire and Construct the Project.................14 Section 5.15.Filing of Financing Statements.......................................................................14 ARTICLE VIINDEMNIFICATION.................................................................................................14 Section 6.1.Indemnification...............................................................................................14 ARTICLE VIIEVENTS OF DEFAULT AND REMEDIES.............................................................16 Section 7.1.Events of Default............................................................................................16 Section 7.2.Remedies on Default......................................................................................17 Section 7.3.No Remedy Exclusive....................................................................................17 Section 7.4.Agreement to Pay Attorneys’ Fees and Expenses..........................................18 Section 7.5.No Additional Waiver Implied by One Waiver..............................................18 ARTICLE VIIIMISCELLANEOUS...................................................................................................18 Section 8.1.Notices............................................................................................................18 Section 8.2.Concerning Successors and Assigns..............................................................18 Section 8.3.Governing Law...............................................................................................19 Section 8.4.Modifications in Writing................................................................................19 Section 8.5.Further Assurances and Corrective Instruments.............................................19 Section 8.6.Captions..........................................................................................................19 Section 8.7.Severability.....................................................................................................19 Section 8.8.Counterparts...................................................................................................19 Section 8.9.Amounts Remaining in Bond Fund or Other Funds.......................................19 Section 8.10.Effective Date and Term................................................................................19 Section 8.11.Cross References............................................................................................19 Section 8.12.Reserved.........................................................................................................19 Section 8.13.Waiver of Personal Liability..........................................................................20 Section 8.14.No Liability of Issuer......................................................................................20 Section 8.15.No Liability of Officers..................................................................................20 Section 8.16.Capacity of the Trustee...................................................................................20 2016-03-08 Agenda Packet Page 291 TABLE OF CONTENTS (continued) Page iii Section 8.17.Reliance ..........................................................................................................21 EXHIBIT A –FORM OF JUNIOR PROMISSORY NOTE 2016-03-08 Agenda Packet Page 292 JUNIOR LOAN AGREEMENT THIS JUNIOR LOAN AGREEMENT (this “Junior Loan Agreement”), made and entered into March 1, 2016, by and among the CHULA VISTA HOUSING AUTHORITY (the “Issuer”), a public body, corporate and politic, organized and existing under the lawsof the State of California (the “State”), U.S. BANKNATIONAL ASSOCIATION, a national banking association, organized and operating under the laws of the United States of America (together with any successor trustees appointed under the Indenture, the “Trustee”), andF Street Family CIC, LP, a limited partnership duly organized and existing under the laws of the State of California (together with its successors and assigns permitted hereunder, the “Borrower”), W I T N E S S E T H: WHEREAS,the Issueris authorized by Chapter1 of Part2 of Division24 of the California Health and Safety Code (the “Act”) to issue revenue bonds for the purpose of financing, among other things, the acquisition, construction and development of multifamily rental housing and for the provision of capital improvements in connection therewith and determined necessary thereto; and WHEREAS,the Borrower has requested the assistance of the Issuerin financing the acquisition, construction and development of a 86-unit plus one manager unit multifamily rental housing development to be known as Duetta Apartment Homes, located in the City of Chula Vista, California (the “Project”), and as a condition to such financial assistance the Borrower has agreed to enter into a Regulatory Agreement andDeclaration of Restrictive Covenants of even date herewith (the “Regulatory Agreement”) setting forth certain restrictions with respect to the Project; and WHEREAS, in order to provide a portion of the funds necessary to finance the Project, pursuant to and in accordance with the Act, the Issuer has entered into a Funding Loan Agreement, by and among the Issuer, U.S. Bank National Association, as Fiscal Agent (the “Senior Fiscal Agent”) and Citibank, N.A. (the “Senior Funding Lender”), dated as of March 1,2016 (the “Senior Funding Loan Agreement”) under which the Senior Funding Lender agrees to advance funds (the “Senior Funding Loan”) to or for the account of the Issuer, and, pursuant to a Borrower Loan Agreement, by and between the Issuer and the Borrower, dated as of March 1, 2016 (the “Senior Borrower Loan Agreement”), the Issuer agrees to apply the proceeds of the Senior Funding Loan to make a loan (the “Senior Borrower Loan,” and, together with the Senior Funding Loan, the “Senior Loans”) to the Borrower to finance the acquisition, construction and equipping of the Project; WHEREAS, the Issuer has executed and delivered a Governmental Note in the amount of the Senior Funding Loan evidencing its obligation to repay the Senior Funding Loan pursuant to the terms of the Senior Funding Loan Agreement (the “Senior Governmental Lender Note”), and the Borrower has executed and delivered a Borrower Note in the amount of the Borrower Loan evidencing its obligation to repay the Senior Borrower Loan pursuant to theterms of the Senior Borrower Loan Agreement (the “Senior Borrower Note,” and, together with the Senior Governmental Lender Note, the Senior Loans, the Senior Funding Loan Agreement, the Senior Borrower Loan and the Senior Borrower Loan Agreement, the “Senior Obligations”); and WHEREAS,the Issuerhas determined to assist in the financing of the Project by issuing its Junior Multifamily Housing Revenue Bonds (Duetta Apartment Homes) Junior Series 2016A-3, in the original aggregate principal amount of $________(the “Bonds”), pursuant to a Junior Indenture 2016-03-08 Agenda Packet Page 293 2 of Trust, dated as of March 1, 2016(the “Indenture”), by and between the Issuer and the Trustee, and the Act, and making a subordinate loan to the Borrower in the amount of the sum of such principal amount (the “Junior Loan”), evidenced by a Junior Promissory Note (the “Junior Note”) upon the terms and conditions set forth herein; WHEREAS, the Borrower’s obligations under this Junior Loan, the Junior Note and this Junior Loan Agreement are subordinatein all respects to all payment obligations under Senior Loan Documents (as defined in the Indenture) and the Senior Obligations; NOW, THEREFORE, for and in consideration of the mutual covenants and representations hereinafter contained, the parties heretoagree as follows: ARTICLE I DEFINITIONS Section 1.1.Definitions. All words and phrases (except for “Event of Default”) defined in the Indenture shall have the same meanings for the purposes of this Junior Loan Agreement. In addition to the words and phrases defined in the Indenture and elsewhere herein, the following words and phrases shall have the following meanings: “Event of Default” means any of those events specified in and defined by the applicable provisions of ArticleVII hereof to constitute an event of default. “Junior Loan Agreement” means this JuniorLoan Agreement, together with any amendments hereto. “Taxes”means all taxes, water rents, sewer rents, assessments and other governmental or municipalor public or private dues, fees, chargesand levies and any liens (including federal tax liens) which are or may be levied, imposed or assessed upon the Project or any part thereof, or upon any leases pertaining thereto, or upon the rents, issues, income or profits thereof, whether any or all of the aforementioned be levied directly or indirectly or as excise taxes or as income taxes. Section 1.2.Interpretation. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise indicate. Words importing persons include firms, partnerships, limited liability companies, joint ventures, associations and corporations. References to Articles, Sections and other subdivisions of this Junior Loan Agreement are the Articles, sections and other subdivisions of this Junior Loan Agreement as originally executed. The terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof” and any similar terms refer to this Junior Loan Agreement; the term “heretofore” means before the date of execution of this Junior Loan Agreement; and the term “hereafter” means after the date of execution of this Junior Loan Agreement. 2016-03-08 Agenda Packet Page 294 3 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS Section 2.1.Representations, Warranties and Covenants of the Issuer. The Issuer makes the following representations, warranties and covenants: (a)The Issuer is a public body, corporate and politic, organized and existing under the laws of the State. (b)The Issuer has all necessary power and authority to issue the Bonds and to execute and deliver this Junior Loan Agreement, the Indenture, and the other Junior Loan Documents to which it is a party, and to perform its duties and discharge its obligations hereunder and thereunder. (c)The Issuer has taken all action on its part for the issuance of the Bonds and for the execution and delivery thereof. (d)Each of the Junior Loan Documents to which the Issuer is a party has been duly validly authorized, executed and delivered by the Issuer and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization,moratorium and other similar laws affecting the rights of creditors generally and general equitable principles. (e)To the best knowledge of the Issuer, the Issuer has complied with the provisions of the Act and the laws of the State which are prerequisites to the consummation of the transactions on the part of the Issuer described or contemplated in the Junior Loan Documents. To the best knowledge of the Issuer, the execution and delivery of the Bonds and the Junior Loan Documents to which the Issuer is a party, the consummation of the transactions on the part of the Issuer contemplated thereby and the fulfillment of or compliance with the terms and conditions thereof do not conflict with or result in the breach of any of the terms, conditions or provisions of any agreement or instrument or judgment, order or decree to which the Issuer is now a party or by which it is bound, nor do they constitute a default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature upon any property or assets of the Issuer under the terms of any instrument or agreement. (f)To the best knowledge of the Issuer, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by the Issuer of, and performance by the Issuer of its obligations under, any of the Junior Loan Documents, which has not been obtained. (g)To the best knowledge of the Issuer, there is no action, suit, proceeding, inquiry or investigation pending or threatened against the Issuer by or before any court, governmental agency or public board or body, nor, to the Issuer’s knowledge, any basis therefor, which (i)affects or questions the existenceor the territorial jurisdiction of the Issuer or the title to office of any member of the governing body of the Issuer; (ii)affects or seeks to prohibit, restrain or enjoin the execution and delivery of any Junior Loan Documents or the issuance, execution or delivery of the Bonds, as applicable; (iii)affects or questions the validity or enforceability of the Bonds; or (iv)questions the 2016-03-08 Agenda Packet Page 295 4 power or authority of the Issuer to perform its obligations under the Bonds or to carry out the transactions contemplated by the Bonds and the Junior Loan Documents. It is expressly acknowledged that the Issuer makes no representation as to the financial position or business condition of the Borrower and does not represent or warrant as to any of the statements, materials (financial or otherwise), representations or certifications furnished or to be made and furnished by the Borrower in connection with the issuance, execution and delivery of the Bonds, as applicable, or as to the correctness, completeness or accuracy of such statements. Section 2.2.Representations, Warranties and Covenants of the Borrower. The Borrower makes the following representations, warranties and covenants, all of which, together with the other representations and agreements of the Borrower contained in this Junior Loan Agreement, are relied upon by the Issuer and the Trustee and serve as a basis for the undertakings of the Issuer and the Trustee contained in this Junior Loan Agreement: (a)The Borrower is a limited partnership duly organized, validly existing and ingood standing under the laws of the State of California and duly qualified to conduct its business under the laws of the State and in every other state in which the nature of its business requires such qualification, has full legal right, power and authority to enter into this Junior Loan Agreement and the other Junior Loan Documents, and to carry out and consummate all transactions contemplated hereby and by the other Junior Loan Documents, and by proper partnership action has duly authorized the execution, delivery and performance of this Junior Loan Agreement and the other Junior Loan Documents. All general partners, if any, of the Borrower are duly incorporated, organized and in good standing under the laws of their respective states of organization and are duly qualified to transact business in the State. (b)The Borrower has the legal right, power and authority to (i)own its properties and assets, including, but not limited to, the Project, (ii)to carry on its business as now being conducted and the Borrower contemplates it to be conducted with respect to the Project and (iii)execute and deliver, carry out its obligations under, and close the transactions provided for in, the Junior Loan Documents to which it is a party. (c)The officers of the Borrower executing this Junior Loan Agreement and the other Junior Loan Documents are duly and properly in office and fully authorized to execute the same. This Junior Loan Agreement and the other Junior Loan Documents have been duly authorized, executed and delivered by the Borrower and, assuming due authorization, execution and delivery by the other parties thereto, will constitute the legal, valid and binding agreements of the Borrower enforceable against the Borrower; except in each case as enforcement may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity and by public policy. (d)No consent or approval of any trustee or holder of any indebtedness of the Borrower, and to the best knowledge of the Borrower and with respect to the Borrower, no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority (except with respect to any state securities or “blue sky” laws) is necessary in connection with the execution and delivery of this Junior Loan Agreement or the other Junior Loan Documents or the consummation of any transaction herein or therein contemplated, or the fulfillment of or compliance 2016-03-08 Agenda Packet Page 296 5 with the terms and conditions hereof or thereof, except as have been obtained or made and as are in full force and effect. (e)The execution and delivery of this Junior Loan Agreement and the other JuniorLoan Documents, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under (i)the organizational or other governing documents of the Borrower or to the best knowledge of the Borrower and with respect to the Borrower, (ii)any applicable law or administrative rule or regulation, or anyapplicable court or administrative decree or order, (iii)any mortgage, deed of trust, Junior Loan Agreement, lease, contract or other agreement or instrument to which the Borrower is a party or by which it or its properties or assets are otherwise subject or bound, or (iv), except as provided in the Junior Loan Documents, result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Junior Loan Agreement or the Junior Loan Documents, or the financial condition, assets, properties or operations of the Borrower. (f)There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the Borrower, after reasonable investigation, threatened, against or affecting the Borrower or the assets, properties or operations of the Borrower which, if determined adversely to the Borrower or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by, or the validity of, this Junior Loan Agreement or the other Junior Loan Documents or upon the financial condition, assets, properties or operations of the Borrower, and the Borrower is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Junior Loan Agreement or the other Junior Loan Documents or the financial condition, assets, properties or operations of the Borrower. All tax returns (federal, state and local) required to be filed by or on behalf of the Borrower have been filed, and all taxes shown thereon to be due, including interest and penalties, except such, if any, as are being actively contested bythe Borrower in good faith, have been paid or adequate reserves have been made for the payment thereof which reserves, if any, are reflected in the audited financial statements described therein. The Borrower enjoys the peaceful and undisturbed possession of all of the Property. (g)The Project and the operation of the Project (in the manner contemplated by the Junior Loan Documents) conform with the requirements of the Act as well as all applicable zoning, planning, building and environmental laws, ordinances and regulations of governmental authorities having jurisdiction over the Project. (h)The Borrower has filed or caused to be filed all federal, state and local tax returns which are required to be filed or has obtained appropriate extensions therefor, and has paid or caused to be paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due. 2016-03-08 Agenda Packet Page 297 6 (i)The Borrower is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party which default would materially adversely affect the transactions contemplated by the Junior Loan Documents or the operations of the Borrower or the enforceability of the Junior Loan Documents to which the Borrower is a party or the ability of the Borrower to perform all obligations thereunder. (j)The Borrower agrees to pay all costs of maintenance and repair, all Taxes and assessments, insurance premiums (including public liability insurance and insurance against damage to or destruction of the Project) concerning or in any way related to the Project, or any part thereof, and any expenses or renewals thereof, and any other governmental charges and impositions whatsoever, foreseenor unforeseen, and all utility and other charges and assessments concerning or in any way related to the Project. (k)If the Borrower is a partnership, all of the partnership interests in the Borrower are validly issued and are fully registered, if required, with the applicable governmental authorities and/or agencies, and, except as set forth in the Borrower’s Partnership Agreement, there are no outstanding options or rights to purchase or acquire those interests. If the Borrower is a limited liability company, all of the ownership interests in the Borrower are validly issued and are fully registered, if required, with the applicable governmental authorities and/or agencies, and there are no outstanding options or rights to purchase or acquire those interests. Nothing in this Junior Loan Agreement shall prevent the Borrower from issuing additional partnership interests or ownership interests if such units are issued in accordance with all applicable securities laws, provided such issuance is in accordance with the Borrower’s Partnership Agreement. (l)The representations and warranties of the Borrower contained in the Regulatory Agreement are true and accurate. (m)The information, statements or reports furnished in writing to the Issuer by the Borrower in connection with this Junior Loan Agreement or the consummation of the transactions contemplated hereby do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; and the representations and warranties of the Borrower and the statements, information and descriptions contained in the Borrower’s closing certificates, as of the Delivery Date, are true and correct in allmaterial respects, do not contain any untrue statement of a material fact, and do not omit to state a material fact necessary to make the representations, warranties, statements, information and descriptions contained therein, in the light of the circumstances under which they were made, not misleading; and any estimates or the assumptions contained in any certificate of the Borrower delivered as of the Delivery Date are reasonable. (n)The Borrower acknowledges that (i)it understands the nature and structureof the transactions relating to the financing of the Project, (ii)it is familiar with the provisions of all of the documents and instruments relating to the financing, (iii)it understands the risks inherent in such transactions, including without limitation the risk of loss of the Project, and (iv)it has not relied on the Issuer or the Trustee for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by the Junior Loan Documents or otherwise relied on the Issuer or the Trustee in any manner. 2016-03-08 Agenda Packet Page 298 7 (o)The Borrower covenants to pay all third-party fees of the financing, including but not limited to the following: (i)All taxes and assessments of any type or character charged to the Issuer or to the Trustee affectingthe amount available to the Issuer or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Trustee and taxes based upon or measured by the net income of the Trustee; provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Issuer or the Trustee, at the Borrower’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Issuer or the Trustee; (ii)All fees, charges and expenses of the Trustee for services rendered under the Indenture, as and when the same become due and payable; (iii)The portion of the annual fee of the Issuer attributable to the Bonds (in addition to the fee attributable to the Senior Governmental Lender Note, which shall be payablein accordance with and pursuant to the Senior LoanDocuments), payable as set forth in Section18of the Regulatory Agreement, and the fees and expenses of the Issuer or any agents, attorneys, accountants, consultants selected by the Issuer to act on its behalf in connection with this Junior Loan Agreement, the Regulatory Agreement or the Junior Loan Documents, including, without limitation, any and all expenses incurred in connection with the authorization, issuance and delivery of the Bonds, as applicable, or in connection with any litigation which may at any time be instituted involving this Junior Loan Agreement, the Regulatory Agreement, or the Junior Loan Documents or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of the foregoing; and (iv)These obligations and those in Section6.1 shall remain valid and in effect notwithstanding repayment of the loan hereunder or termination of this Junior Loan Agreement or the Indenture. Section 2.3.Representations and Warranties of the Trustee. The Trustee makes the following representations and warranties: (a)The Trustee is a national banking association, duly organized and existing under the laws of the United States of America. The Trustee is duly authorized to act as a fiduciary and to execute the trust created by the Indenture, and meets the qualifications to act as Trustee under the Indenture. (b)The Trustee has complied with the provisions of law which are prerequisite to the consummation of, and has all necessary power (including trust powers) and authority (i)to execute and deliver this Junior Loan Agreement and the other Junior Loan Documents to which it is aparty, (ii)to perform its obligations under this Junior Loan Agreement and the other Junior Loan 2016-03-08 Agenda Packet Page 299 8 Documents to which it is a party, and (iii)to consummate the transactions contemplated by this Junior Loan Agreement and the other Junior Loan Documents towhich it is a party. (c)The Trustee has duly authorized (i)the execution and delivery of this Junior Loan Agreement and the other Junior Loan Documents to which it is a party, (ii)the performance by the Trustee of its obligations under this Junior Loan Agreement and the other Junior Loan Documents to which it is a party, and (iii)the actions of the Trustee contemplated by this Junior Loan Agreement and the other Junior Loan Documents to which it is a party. (d)Each of the Junior Loan Documents to which the Trustee is a party has been duly executed and delivered by the Trustee and, assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (e)No approval, permit, consent, authorization or order of any court, governmental agency or public board or body not already obtained is required to be obtained by the Trustee as a prerequisite to (i)the execution and delivery of this Junior Loan Agreement and the other Junior Loan Documents to which the Trustee is a party (ii)the authentication or delivery of the Bonds, (iii)the performance by the Trustee of its obligations under this Junior Loan Agreement and the other Junior Loan Documents to which it is a party, or (iv)the consummation of the transactions contemplated by this Junior Loan Agreement and the other Junior Loan Documents to which the Trustee is a party. The Trustee makes no representation or warranty relating to compliance with any federal or state securities laws. Section 2.4.Tax Covenants of the Borrower. The Borrower covenants and agrees that: (a)It will at all times comply with the terms of the Tax Certificate and the Regulatory Agreement; (b)It will not take, or permit to be taken on its behalf, any action which would cause the interest payable on the Bonds to be included in gross income, for federal income tax purposes, and will take such action as may be necessary in the opinion of Bond Counselto continue such exclusion from gross income, including, without limitation, the preparation and filing of all statements required to be filed by it in order to maintain the exclusion (including, but not limited to, the filing of all reports and certifications required by the Regulatory Agreement); (c)No changes will be made to the Project, no actions will be taken by the Borrower and the Borrower will not omit to take any actions, which will in any way adversely affect the tax-exempt status of the Bonds; (d)It will comply with the requirements of Section148 of the Code and the Regulations issued thereunder throughout the term of the Bonds and will not make any use of the proceeds of the Bonds, or of any other funds which may be deemed to be proceeds of the Bonds under the Code and the related regulations of the United States Treasury, which would cause the Bonds to be “arbitrage bonds” within the meaning of Section148 of the Code; 2016-03-08 Agenda Packet Page 300 9 (e)If the Borrower becomes aware of any situation, event or condition which would, to the best of its knowledge, result in the interest on the Bonds becoming includable in gross income for purposes of federal income tax purposes, it will promptly give written notice of such circumstance, event or condition to the Issuer and the Trustee. In the event of a conflict between the terms of this Section2.4 and the Tax Certificate, the terms of the Tax Certificate shall control. Section 2.5.Enforcement of Junior Loan Documents. The Trustee may enforce and take all reasonable steps, actions and the proceedings necessary for the enforcement of all terms, covenants and conditions of the Junior Loan Documents as and to the extent set forth therein. ARTICLE III THE JUNIOR LOAN Section 3.1.Conditions to Funding the Junior Loan. On the Delivery Date, the Issuer shall direct the Trustee to transfer the proceeds of the Bonds for deposit with the Trustee, in accordance with Section2.10 of the Indenture and Section3.3 hereof. The Trustee shall use such proceeds as provided in ArticleII of the Indenture; provided that no such disbursements of proceeds of the Bonds shall be made until the following conditions have been met: (a)The Borrower shall have executed and delivered to the Issuer the Junior Note in the form attached hereto as Exhibit A, with only such changes therein as shall be approved in writing by the Issuer shall have endorsed the Junior Note to the Trustee; (b)The Junior Mortgage shall have been executed and delivered by the Borrower and delivered to the title company for recording in the appropriate office for officially recording real estate documents in the jurisdiction in which the Project is located (the “Recorder’s Office”); (c)The Regulatory Agreement shall have been executed and delivered by the parties thereto and shall have been delivered to the title company for recording in the Recorder’s Office, and the Trustee shall have received evidence satisfactory to it of such delivery; (d)All other Junior Loan Documents not listed above shall have been executed and delivered by all parties thereto and delivered to the Trustee; and (e)The Borrower shall have delivered to the Trustee and the Issuer a certificate confirming, as of the Delivery Date, the matters set forth in Section2.2 and an opinion of its counsel or other counsel satisfactory to the Trustee and the Issuer. Section 3.2.Terms of the Junior Loan. The Junior Loan shall (i)be evidenced by the Junior Note; (ii)be initially secured by the Junior Mortgage; (iii)be in the original aggregate principal amount of $________; (iv)bear interest as provided in the Junior Note; (v)provide for principal and interest payments in accordance with the Junior Note; and (vi)be subject to optional and mandatory prepayment at the times, in the manner and on the terms, and have such other terms and provisions, as provided herein and in the Junior Note. Section 3.3.Initial Deposits. On the Delivery Date, proceeds of the Bonds and other amounts shall be deposited and applied pursuant to the Indenture. 2016-03-08 Agenda Packet Page 301 10 Section 3.4.Assignment to Trustee. The parties hereto acknowledge, and the Borrower consents to, the assignment by the Issuer to the Trustee pursuant to the Indenture of all of the Issuer’s right, title and interest in this Junior Loan Agreement (excluding the Unassigned Rights), the Junior Loan, the Junior Mortgage and the Revenues as security for the payment of the principal of, premium, if any, and interest on the Bonds. Section 3.5.Investment of Funds. Except as otherwise provided in the Indenture, any money held as a part of any fund or account established under the Indenture shall be invested or reinvested by the Trustee in Qualified Investments in accordance with the Indenture. Section 3.6.Damage; Destruction and Eminent Domain. If, prior to payment in full of the Bonds, the Project or any portion thereof is destroyed or damaged in whole or in part by fire or other casualty, or title to, or the temporary use of, the Project or any portion thereof shall have been taken by the exercise of the power of eminent domain, and the Issuer, the Borrower, the Trustee receives Net Proceeds from insurance or any condemnation award in connection therewith, suchNet Proceeds shall be utilized, after satisfaction of all payment requirements of the Senior Loan Documents, as provided in the Junior Loan Documents and the Indenture. ARTICLE IV LOAN PAYMENTS Section 4.1.Payments Under the Junior Note; Independent Obligation of Borrower. (a)The Borrower agrees to repay the Junior Loan as provided in the Junior Note, and in all instances at the times and in the amounts necessary to enable the Trustee, on behalf of the Issuer, to pay all amounts payable with respect to the Bonds, when due, whether at maturity or upon redemption (with premium, if applicable), acceleration or otherwise. The obligation of the Borrower to make the payments set forth in this ArticleIV shall be an independent and separate obligation of the Borrower from its obligationto make payments under the Junior Note, provided that in all events payments made by the Borrower under and pursuant to the Junior Note shall be credited against the Borrower’s obligations hereunder on a dollar-for-dollar basis. If for any reason the Junior Note or any provision of the Junior Note shall be held invalid or unenforceable against the Borrower by any court of competent jurisdiction, the Junior Note or such provision of the Junior Note shall be deemed to be the obligation of the Borrower pursuant to this Junior Loan Agreement to the full extent permitted by law and such holding shall not invalidate or render unenforceable any of the provisions of this ArticleIV and shall not serve to discharge any of the Borrower’s payment obligations hereunder or eliminate the credit against such obligations to the extent of payments made under the Junior Note. (b)The obligations of the Borrower to repay the Junior Loan, to perform all of its obligations under the Junior Loan Documents, to provide indemnificationpursuant to Section6.1 hereof, to pay costs, expenses and charges pursuant to Section4.2 hereof and to make any and all other payments required by this Junior Loan Agreement, the Indenture or any other documents contemplated by this Junior Loan Agreement or by the Junior Loan Documents shall, subject to the limitations set forth in Section5.1 hereof, be absolute and unconditional and shall not be subject to diminution by setoff, recoupment, counterclaim, abatement or otherwise. 2016-03-08 Agenda Packet Page 302 11 (c)Notwithstanding anything contained in any other provision of this Junior Loan Agreement to the contrary (but subject to the provisions of Section5.1 hereof and the Intercreditor Agreement), the following obligations of the Borrower shall be and remain the joint and several full recourse obligations of the Borrower and each of the Borrower’s general partners, payable from and enforceable against any and all income, assets and properties of the Borrower: (i)the Borrower’s obligations to the Issuer and the Trustee under Section4.2of this Junior Loan Agreement; (ii)the Borrower’s obligations under Section6.1 of this Junior Loan Agreement; and (iii)the Borrower’s obligation to pay legal fees and such expenses under Section7.4 of this Junior Loan Agreement. Section 4.2.Payment of Certain Fees and Expenses Under the Junior Note. (a)The Borrower shall pay (or cause to be paid by the Trustee), in consideration of the funding of the Junior Loan, the following fees, expenses and other money payable in connection with the Junior Loan: (i)On or prior to the Delivery Date, to the Issuer, an initial financing fee attributable to the Bonds (in addition to the fee attributable to the Senior Governmental Lender Notes, which shall be payable in accordance with and pursuant to the Senior Loan Documents) in an amount equal to $[______], together with all third-party and out-of-pocket expenses of the Issuer (including but not limited to the fees and expenses of counsel to the Issuer) in connection with the Junior Loan and the issuance of the Bonds. (ii)On the Delivery Date, to the Trustee, an acceptance fee attributable to the Bonds (in addition to the fee attributable to the Senior Governmental Lender Notes, which shall be payable in accordance with and pursuant to the Senior LoanDocuments) in an amount equal to $[______], together with all third party and out-of-pocket expenses of the Trustee (including but not limited to the fees and expenses of counsel to the Trustee) in connection with the Junior Loan and the issuance of the Bonds. (iii)All other fees and expenses of theTrustee and the Issuer described in Sections 2.2(o)(ii) and 2.2(o)(iii) hereof. (iv)On the Delivery Date, the amount of $[___] to be deposited into the Costs of Issuance Fund. Section 4.3.Reserved. Section 4.4.Prepayment of Junior Loan. The Borrower shall have the option to prepay the Junior Loan in full or in part prior to the payment and discharge of all the outstanding Bonds in accordance with the provisions of the Indenture, this Junior Loan Agreement and the Junior Note, upon payment of any amount due under the next succeeding paragraph. The Borrower shall be required to prepay the Junior Loan in each case that Bonds are required to be redeemed in accordance with the terms and conditions set forth in the Indenture. The Bonds are subject to redemption in accordance with the terms and conditions set forth in the Indenture. In connection with any prepayment, whether optional or mandatory, in addition to all other payments required under the Junior Note or the Indenture, the Borrower shall pay an amount sufficient to pay the redemption price of the Bonds to be redeemed, including principal, interest and premium (if any), and further including any interest to accrue with respect to the Junior Loan and 2016-03-08 Agenda Packet Page 303 12 such Bonds between the prepayment date and the redemption date, together with a sum sufficient to pay all fees, costs and expenses in connection with such redemptionand, in the case of redemption in whole, to pay all other amounts payable under this Junior Loan Agreement andthe Indenture. The Borrower shall provide notice of the prepayment to the Issuer, and the Trustee in writing forty-five (45) days, or such shorter time as is possible in the case of mandatory prepayments, prior to the date on which the Borrower will makethe prepayment. Each such notice shall state, to the extent such information is available, (a)the amount to be prepaid, (b)the date on which the prepayment will be made by the Borrower, and (c)the cause for the prepayment, if any. Section 4.5.Borrower’s Obligations Upon Redemption. In the event of any redemption, the Borrower will timely pay, to the Trustee an amount equal to the principal amount of such Bonds or portions thereof called for redemption, together with interest accrued to the redemption date. In addition, the Borrower will timely pay all fees, costs and expenses associated with any redemption of Bonds. ARTICLE V SPECIAL COVENANTS OF BORROWER Section 5.1.Performance of Obligations. The Borrower shall keep and faithfully perform all of its covenants and undertakings contained herein and in the Junior Loan Documents, including, without limitation, its obligations to make all payments set forth herein and therein in the amounts, at the times and in the manner set forth herein and therein. Except as otherwise provided herein or in the Junior Loan Documents, the obligations of the Borrower under this Junior Loan Agreement are non-recourse liabilities of the Borrower and its partners. However, nothing in this Section5.1 shall limit the right of the Issuer or the Trusteeto proceed against the Borrower to recover any fees owing to any of them or any actual out-of-pocket expenses (including but not limited to actual out-of-pocket attorneys’ fees incurred by any of them) incurred by any of them in connection with the enforcement of any rights under this Junior Loan Agreement or the other Junior Loan Documents. In any action or proceeding broughtwith respect to the Junior Loan or the Bonds, no deficiency or other money judgment shall be enforced against the Borrower or any partner of the Borrower or any successor or assign of the Borrower, and any judgment obtained shall be enforced only against the Project and other property of the Borrower encumbered by the Junior Loan Documents and not against the Borrower or any partner of the Borrower or any successor or assign of the Borrower. Section 5.2.Compliance With Applicable Laws. All work performed in connection with the Project shall be performed in strict compliance with all applicable federal, state, county and municipal laws, ordinances, rules and regulations now in force or that may be enacted hereafter. Section 5.3.Indenture Provisions. The execution of this Junior Loan Agreement shall constitute conclusive evidence of approval of the Indenture by the Borrower. Whenever the Indenture by its terms imposes a duty or obligation upon the Borrower, such duty or obligation shall be binding upon the Borrower to the same extent as if the Borrower were an express party to the Indenture, and the Borrower shall carry out and perform all of its obligations under the Indenture as fully as if the Borrower were a party to the Indenture. Section 5.4.Intentionally Omitted. 2016-03-08 Agenda Packet Page 304 13 Section 5.5.Borrower to Maintain Its Existence. The Borrower agrees to maintain its existence and maintain its current legal status with authority to own and operatethe Project. Section 5.6.Borrower to Remain Qualified in State and Appoint Agent. The Borrower will remain duly qualified to transact business in the State and will maintain an agent in the State on whom service of process may be made in connection with any actions against the Borrower. Section 5.7.Sale or Other Transfer of Project. The Borrower may convey and transfer the Project only upon strict compliance with the provisions of the Senior LoanDocuments, the Regulatory Agreement and the Junior Loan Documents. Section 5.8.Right to Perform Borrower’s Obligations. In the event the Borrower fails to perform any of its obligations under this Junior Loan Agreement, and during the continuance of any Event of Default the Issuer or the Trustee, after giving requisite notice, if any, may, but shall be under no obligation to, perform such obligation and pay all costs related thereto, and all such costs so advanced by the Issuer or the Trustee shall become an additional obligation of the Borrower hereunder, payable on demand and if not paid on demand with interest thereon at the default rate of interest payable under the Junior Loan Documents. Section 5.9.Notice of Certain Events. The Borrower shall promptly advise the Issuer and the Trustee in writing of the occurrence of any Event of Default hereunder or any event which, with the passage of time or service of notice or both, would constitute an Event of Default, specifying the nature and period of existence of such event and the actions being taken or proposed to be taken with respect thereto. Section 5.10.Survival of Covenants. The provisions of Sections 2.4, 4.2, 6.1 and 7.4 of this Junior Loan Agreement shall survive the expiration or earlier termination of this Junior Loan Agreement and, with regard to the Trustee, the resignation or removal of the Trustee. Section 5.11.Access to Project; Records. Subject to reasonable notice, the Issuer and the Trustee, and the respective duly authorized agents of each, shall have the right (but not any duty or obligation) at all reasonable times and during normal business hours: (a)to enter theProject and any other location containing the records relating to the Borrower, the Project, the Junior Loan and the Borrower’s compliance with the terms and conditions of the Junior Loan Documents; (b)to inspect and audit any and all of the Borrower’s records or accounts pertaining to the Borrower, the Project, the Junior Loan and the Borrower’s compliance with the terms and conditions of the Junior Loan Documents; and (c)to require the Borrower, at the Borrower’s sole expense, (i)to furnish such documents to the Issuer and the Trustee, as the Issuer or the Trustee, as the case may be, from time to time, deems reasonably necessary in order to determine that the provisions of the Junior Loan Documents have been complied with and (ii)to make copies of any records that the Issuer or the Trustee or the respective duly authorized agents of each, may reasonably require. The Borrower shall make available to the Issuer and the Trustee, such information concerning the Project, the Junior Mortgage and the JuniorLoan Documents as any of them may reasonably request. Section 5.12.Reserved. Section 5.13.Damage, Destruction and Condemnation. If prior to full payment of the Bonds (or provision for payment of the Bonds in accordance with the provisions of the Indenture) the Project or any portion of it is destroyed (in whole or in part) or is damaged by fire or other casualty, 2016-03-08 Agenda Packet Page 305 14 or title to, or the temporary use of, the Project or any portion of it shall be taken under the exercise of the power of eminent domain by any governmental body or by anyperson, firm or corporation acting under governmental authority, or shall be transferred pursuant to an agreement or settlement in lieu of eminent domain proceedings, the Borrower shall nevertheless be obligated to continue to pay the amounts specified inthis Junior Loan Agreement and in the Junior Note to the extent the Junior Loan is not prepaid in accordance with the terms of the Junior Loan Documents. Section 5.14.Obligation of the Borrower to Acquire and Construct the Project. The Borrower shall proceed with reasonable dispatch to complete the acquisition, construction, development and equipping of the Project. If amounts on deposit in the Junior Loan Fund designated for the Project and available to be disbursed to the Borrower are not sufficient to pay the costs of such acquisition, construction, development and equipping, the Borrower shall pay such additional costs from its own funds. The Borrower shall not be entitled to any reimbursement from the Issuer, the Trustee, or the Bondholders in respect of any such costs or to any diminution or abatement in the repayment of the Junior Loan. Neither of the Trustee nor the Issuer makes any representation or warranty, either express or implied, that money, if any, which will be paid into the Junior Loan Fund or otherwise made available to the Borrower will be sufficient to complete the Project, and neither of the Trustee nor the Issuer shall be liable to the Borrower, the Bondholders or any other person if for any reason the Project is not completed. Section 5.15.Filing of Financing Statements. The Borrower shall file or record or cause to be filed or recorded on or prior to the Delivery Date all financing statements which are required to be filed or recorded in order fully to protect and preserve the security interests relating to the priority of the Junior Loan, the Trust Estate and the Junior Mortgage, and the rights and powers of the Issuer and the Trustee in connection with such security interests. The Borrower shall cooperate with the Trustee in connection with the filing ofany continuation statements for purposes of continuing without lapse the effectiveness of such financing statements. ARTICLE VI INDEMNIFICATION Section 6.1.Indemnification. (a)To the fullest extent permitted by law, the Borrower agrees to indemnify, hold harmless and defend the Issuer, the Trustee, and each of their respective officers, governing members, directors, officials, employees, attorneys and agents (collectively, the “Indemnified Parties”), against any and all losses, damages, claims, actions, liabilities, costs and expenses of any conceivable nature, kind or character (including, without limitation, reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement (to the extent that the Borrower has consented to such settlement)and amounts paid to discharge judgments) and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject under or any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to: (i)the Bonds, the Junior Loan Documents, or the execution or amendment hereof or thereof or in connection with transactions contemplated hereby or thereby, including, as applicable, the issuance, issuance, sale or resale of the Bonds; (ii)any act or omission of the Borrower or any of its agents, contractors, servants, employees or licensees in connection with the Project, the operation of the Project, or the 2016-03-08 Agenda Packet Page 306 15 condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation or construction of, the Project or any part thereof; (iii)any lien (other than a permitted encumbrance) or charge upon payments by the Borrower to the Issuer and the Trustee hereunder, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the Issuer or the Trustee in respect of any portion of the Project; (iv)any violation of any environmental regulations with respect to, or the release of any hazardous substances from, the Project or any part thereof during the period in which the Borrower is in possession or control of the Project; (v)the defeasance and/or redemption, in whole or in part, of the Bonds; (vi)any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact contained in any offering statement or disclosure or continuing disclosure document for the Bondsor any of the documents relating to the Bonds, or any omission or alleged omission from any offering statement or disclosure or continuing disclosure document for the Bonds of any material fact necessary to be stated therein in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (vii)the Trustee’s acceptance or administration of the trust of the Indenture, or the exercise or performance of any of its powers or duties thereunder or under any ofthe documents relating to the Bonds to which it is a party; except (a)in the case of the foregoing indemnification of (1)the Bondholder Representative or any related Indemnified Party, to the extent such damages are caused by the gross negligence or willful misconduct of such Indemnified Party, or (2)in the case of the Trustee or any related Indemnified Party, the negligence or willful misconduct of the Trustee, or any breach by such party of its obligations under any of the Junior Loan Documents or anyuntrue statement or misleading statement of a material fact by such Indemnified Party contained in any offering statement or document for the Bonds or any of the Junior Loan Documents or any omission or alleged omission from any such offering statement ordocument of any material fact necessary to be stated therein in order to make the statements made therein by such Indemnified Party not misleading; or (b)in the case of the foregoing indemnification of the Issuer or any related Indemnified Party or the City or any related Indemnified Party, they shall not be indemnified by the Borrower with respect to liabilities arising from their own bad faith, fraud or willful misconduct. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Borrower, upon written notice from the Indemnified Party (which notice shall be timely given so as not to materially impair the Borrower’s right to defend), shall assume the investigation anddefense thereof, including the employment of counsel reasonably approved by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that the Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement, which approval shall not be unreasonably withheld. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the investigation and defense thereof; provided however the City and the Issuer have the absolute right to employ separate counsel 2016-03-08 Agenda Packet Page 307 16 at the expense of the Borrower. The Borrower shall pay the reasonable fees and expenses of such separate counsel; provided, however, that such Indemnified Party other than the Issuer or the City may only employ separate counsel at the expense of the Borrower if and only if in such Indemnified Party’s good faith judgment (based on the advice of counsel) a conflict of interest exists or could arise by reason of common representation except that the Borrower shall always pay the reasonable fees and expenses of the Issuer’s or the City’s separate counsel. In addition thereto, the Borrower will pay upon demand all of the fees and expenses paid or incurred by the Trustee and/or the Issuer in enforcing the provisions hereof, as more fully set forth in this Junior Loan Agreement. (b)The rights of any persons to indemnity hereunder and rights to paymentof fees and reimbursement of expenses pursuant this Junior Loan Agreement shall survive the final payment or defeasance of the Bonds and in the case of the Trustee any resignation or removal. The provisions of this Section shall survive the termination of this Junior Loan Agreement. Nothing contained in this Section6.1 shall in any way be construed to limit the indemnification rights of the Issuer contained in Section9 of the Regulatory Agreement. With respect to the Issuer, the Regulatory Agreement shall control in any conflicts between this Section6.1 and Section9 of the Regulatory Agreement. ARTICLE VII EVENTS OF DEFAULT AND REMEDIES Section 7.1.Events of Default. The following shall be “Events of Default” under this Junior Loan Agreement and the term “Event of Default” shall mean, whenever it is used in this Junior Loan Agreement, one or all of the following events after the expiration of any applicable cure periods: (a)Any representation or warranty made by the Borrower in the Junior Loan Documents or any certificate, statement, data or information furnished by the Borrower in connection therewith or included by the Borrower in its application to the Issuer for assistance proves at any time to have been incorrect when made in any material respect; (b)Failure by the Borrower to pay any amounts due under this Junior Loan Agreement, the Junior Note or the Junior Mortgage at the times and in the amounts required by this Junior Loan Agreement, the Junior Note and the Junior Mortgage, as applicable; or (c)The Borrower’s failure to observe and perform any of its other covenants, conditions or agreements contained herein, other than as referred to in clause (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is givenby the Issuer or the Trustee to the Borrower; provided, however, that if the failure shall be such that it can be corrected but not within such period, the Issuer and the Trustee will not unreasonably withhold their consent to an extension of such time ifcorrective action is instituted by the Borrower within such period and diligently pursued until the failure is corrected; Nothing contained in this Section is intended to amend or modify any of the provisions of the Junior Loan Documents or to bind the Issuer or the Trusteeto any notice and cure periods other than 2016-03-08 Agenda Packet Page 308 17 as expressly set forth in the Junior Loan Documents. Notwithstanding anything herein to the contrary, the Investor Limited Partner shall have the right, but not the obligation, to cure defaults hereunder in the same manner as the Borrower. Section 7.2.Remedies on Default. Whenever any Event of Default hereunder shall have occurred and be continuing, the Trustee or the Issuer where so provided may take any one or more of the following remedial steps: (a)The Issuer shall cooperate with the Trustee as the Trustee acts pursuant to Section6.02 of the Indenture. (b)In the event any of the Bonds shall at the time be Outstanding and not paid and discharged in accordance with the provisions of the Indenture, the Issuer or the Trustee may have access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of the Borrower. (c)The Issuer or the Trustee may, without being required to give any notice (other than to the Issuer or the Trustee, as applicable), except as provided herein, pursue all remedies of a creditor under the laws of the State, as supplemented and amended, or any other applicable laws. (d)The Issuer or Trustee may take whatever action at law or in equity may appear necessary or desirable to collect the payments due under this Junior Loan Agreement then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Junior Loan Agreement. Any amounts collected pursuant to Article IV and any other amounts which would be applicable to payment of principal of and interest and any premium on the Bonds collected pursuant to action taken under this Section shall be applied in accordance with the provisions of the Indenture. The provisions of this Section are subject to the further limitation that if, after any Event of Default hereunder all amounts which would then be payable hereunder by the Borrower if such Event of Default had not occurred and was not continuing shall have been paid by or on behalf of the Borrower, and the Borrower shall have also performed all other obligations in respect of which it is then in default hereunder, and shall have paid the reasonable charges and expenses of the Issuer and the Trustee, including reasonable attorneys’ fees paid or incurred in connection with such default, and if there shall then be no default existing under the Indenture, then and in every such case such Event of Default hereunder shall be waived and annulled, but no such waiver or annulment shall affect any subsequent or other Event of Default or impair any right consequent thereon. Section 7.3.No Remedy Exclusive. No remedy conferred upon or reserved to the Issuer or the Trustee by this Junior Loan Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Junior Loan Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercisedfrom time to time and as often as may be deemed expedient. In order to entitle the Issuer or the Trustee to exercise any remedy reserved to it in this ArticleVII, it shall not be necessary to give any notice, other than such notice as may be expressly required by this Junior Loan Agreement. 2016-03-08 Agenda Packet Page 309 18 Section 7.4.Agreement to Pay Attorneys’ Fees and Expenses. In the event the Borrower should default under any of the provisions of this Junior Loan Agreement and the Issuer or the Trustee should employ attorneys or incur other expenses for the collection of loan payments or the enforcement of performance or observance of any obligation or agreement on the part of the Borrower contained in this Junior Loan Agreement or in the Junior Note, the Borrower shall on demand therefor reimburse the reasonable fees of such attorneys and such other expenses so incurred. Section 7.5.No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Junior Loan Agreement should be breached by any party and thereafter waived by the other parties, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. ARTICLE VIII MISCELLANEOUS Section 8.1.Notices. Whenever in this Junior Loan Agreement the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Any notice, request, complaint, demand, communication or other paper required or permitted to be delivered to the Issuer, the Trustee, or the Borrower shall be sufficiently given and shall be deemed given (unless another form of notice shall be specifically set forth herein) on the Business Day following the date on which such notice or other communication shall have been delivered to a national overnight delivery service (receipt of which to be evidenced by a signed receipt from such overnight delivery service) addressed to the appropriate party at the addresses set forth in Section11.05 of the Indenture or upon receipt such notice or other communication delivered by facsimile transmission as required or permitted by this Junior Loan Agreement (receipt of which shall be evidencedby confirmation of transmission). The Issuer, the Trustee, or the Borrower may, by notice given as provided in this paragraph, designate any further or different address to which subsequent notices or other communication shall be sent. The Trustee agrees to accept and act upon facsimile transmission of written instructions and/or directions pursuant to this Junior Loan Agreement, provided, however, that subsequent to such facsimile transmission of written instructions shall provide the originally executed instructions and/or directions shall be provided to the Trustee in a timely manner. Section 8.2.Concerning Successors and Assigns. All covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the financing herein contemplated and shall continue in full force and effect so long as the obligations hereunder are outstanding. Whenever in this Junior Loan Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrower which are contained in this Junior Loan Agreement shall bind its successors and assigns and inure to the benefit of the successors and assigns of the Issuer and the Trustee. 2016-03-08 Agenda Packet Page 310 19 Section 8.3.Governing Law. This Junior Loan Agreement and the Exhibits attached hereto shall be construed in accordance with and governed by the laws of the State and, where applicable, the laws of the United States of America. Section 8.4.Modifications in Writing. Modification or the waiver of any provisions of this Junior Loan Agreement or consent to any departure by the parties therefrom, shall in no event be effective unless the same shall be in writing approved by the parties hereto and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given and so long as the interests of any Bondholders are not adversely affected and the Trustee consents in writing thereto. No notice to or demand on the Borrower in any case shall entitle it to any other or further notice or demand in the same circumstances. Section 8.5.Further Assurances and Corrective Instruments. The Issuer, the Trustee and the Borrower agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the performance of this Junior Loan Agreement. Section 8.6.Captions. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Junior Loan Agreement. Section 8.7.Severability. The invalidity or unenforceability of any provision of this Junior Loan Agreement shall not affect the validity of any other provision, and all other provisions shall remain in full force and effect. Section 8.8.Counterparts. This Junior Loan Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. Section 8.9.Amounts Remaining in Bond Fund or Other Funds. It is agreed by the parties hereto that any amounts remaining in the Bond Fund or other funds and accounts established under the Indenture upon expiration or sooner termination of the term hereof, shall be paid in accordance with the Indenture. Section 8.10.Effective Date and Term. This Junior Loan Agreement shall become effective upon its execution and delivery by the parties hereto, shall be effective and remain in full force from the date hereof, and, subject to the provisions hereof, shall expire on such date as the Indenture shall terminate. Section 8.11.Cross References. Any reference in this Junior Loan Agreement to an “Exhibit,” an “Article,” a “Section,” a “Subsection” or a “Paragraph” shall, unless otherwise explicitly provided, be construed as referring, respectively, to an exhibit attached to this Junior Loan Agreement, an article of this Junior Loan Agreement, a section of this JuniorLoan Agreement, a subsection of the section of this Junior Loan Agreement in which the reference appears and a paragraph of the subsection within this Junior Loan Agreement in which the reference appears. All exhibits attached to or referred to in this Junior Loan Agreement are incorporated by reference into this Junior Loan Agreement. Section 8.12.Reserved. 2016-03-08 Agenda Packet Page 311 20 Section 8.13.Waiver of Personal Liability. No member, officer, agent or employee of the Issuer or any director, officer, agent or employee of the Borrower shall be individually or personally liable for the payment of any principal (or redemption price) or interest on the Bonds or any other sum hereunder or be subject to any personal liability or accountability by reason of the execution and delivery of this Junior Loan Agreement; but nothing herein contained shall relieve any such member, director, officer, agent or employee from the performance of any official duty provided by law or by this Junior Loan Agreement. Section 8.14.No Liability of Issuer. The Issuer shall not be obligated to pay the principal (or redemption price) of or interest on the Bonds, except from Revenues and other money and assets received by the Trustee on behalf of the Issuer pursuant to this Junior Loan Agreement. Neither the faith and credit nor the taxing power of the State or any political subdivision thereof, nor the faith and credit of the Issuer or any member is pledged to the payment of the principal (or redemption price) or interest on the Bonds. The Issuer shall not be liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reason of or in connection with this Junior Loan Agreement, the Bonds or the Indenture, except only to the extent amounts are received for the payment thereof from the Borrower under this Junior Loan Agreement. The Borrower hereby acknowledges that the Issuer’s sole source of money to repay the Bonds will be provided by the payments made by the Borrower pursuant to this Junior Loan Agreement, together with investment income on certain funds and accounts held by the Trustee under the Indenture, and hereby agrees that if the payments to be made hereunder shall ever prove insufficient to pay all principal (or redemption price) and interest on the Bonds as thesame shall become due (whether by maturity, redemption, acceleration or otherwise), then upon notice from the Trustee, the Borrower shall pay such amountsas are required from time to time to prevent any deficiency or default in the payment of such principal (or redemption price) or interest, including, but not limited to, any deficiency caused by acts, omissions, nonfeasance or malfeasance on the part of the Trustee, the Borrower, the Issuer or any third party, subject to any right of reimbursement from the Trustee, the Issuer or any such third party, as the case may be, therefor. Section 8.15.No Liability of Officers. No recourse under or upon any obligation, covenant, or agreement or in any Bonds, or under any judgment obtained against the Issuer, or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise or under any circumstances, shall be had against any incorporator, member, director, commissioner, employee, agent or officer, as such, past, present, or future, of the Issuer, either directly or through the Issuer, or otherwise, for the payment for or to the Issuer or any receiver thereof, or for or to the Owner of any Bonds, of any sum that may be due and unpaid by the Issuer upon any of theBonds. Any and all personal liability of every nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any such incorporator, member, director, commissioner, employee, agent or officer, as such, to respond by reason of any act or omission on his or her part or otherwise, for the payment for or to the Issuer or any receiver thereof, or for or to the Owner of any Bonds, of any sum that may remain due and unpaid upon the Bonds or any of them, is hereby expressly waived and released as a condition of and consideration for the execution of this Junior Loan Agreement and the issuance of the Bonds. Section 8.16.Capacity of the Trustee. The Trustee is entering into this Junior Loan Agreement solely in its capacity as Trustee and shall be entitled to the rights, protections, limitations 2016-03-08 Agenda Packet Page 312 21 from liability and immunities afforded it as Trustee under the Indenture. The Trustee shall be responsible only for the duties of the Trustee expressly set forth herein and in the Indenture. Section 8.17.Reliance. The representations, covenants, agreements and warranties set forth in this Junior Loan Agreement may be relied upon by the Issuer and the Trustee. In performing their duties and obligations under this Junior Loan Agreement and under the Indenture, the Issuer and the Trustee may rely upon statements and certificates of the Borrower, upon certificates of tenants believed to be genuine and to have been executed by the proper person or persons, and upon audits of the books and records of the Borrower pertaining tooccupancy of the Project. In addition, the Issuer and the Trustee may consult with counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Issuer or the Trustee under this Junior Loan Agreement and under the Indenture in good faith and in conformity with the opinion of such counsel. It is expressly understood and agreed by the parties to this Junior Loan Agreement (other than the Issuer) that: (a)the Issuer may rely conclusively on the truth and accuracy of any certificate, opinion, notice or other instrument furnished to the Issuer by the Trustee, any Bondholder or the Borrower as to the existence of a fact or state of affairs required under this Junior Loan Agreementto be noticed by the Issuer; (b)the Issuer shall not be under any obligation to perform any record keeping or to provide any legal service, it being understood that such services shall be performed or caused to be performed by the Trustee or the Borrower, asapplicable; and (c)none of the provisions of this Junior Loan Agreement shall require the Issuer or the Trustee to expend or risk its own funds (apart from the proceeds of Bonds issued under the Indenture) or otherwise endure financial liability in the performance of any of its duties or in the exercise of any of its rights under this Junior Loan Agreement, unless it shall first have been adequately indemnified to its satisfaction against the costs, expenses and liabilities which may be incurred by taking anysuch action. [Signature Pages Follow] 2016-03-08 Agenda Packet Page 313 [Junior Loan Agreement –Duetta Apartment Homes] IN WITNESS WHEREOF, the parties hereto have executed this Junior Loan Agreement and the Issuer has caused its corporate seal to be affixed heretoand to be attested, all as of the date first set forth above. CHULA VISTA HOUSING AUTHORITY By: Mary Casillas Salas Executive Director ATTEST: By: Donna Norris Secretary 2016-03-08 Agenda Packet Page 314 [Junior Loan Agreement –Duetta Apartment Homes] U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory 2016-03-08 Agenda Packet Page 315 [Junior Loan Agreement–Duetta Apartment Homes] F Street Family CIC, LP, a California limited partnership By:Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its Managing General Partner By:________________________ Robert W. Laing, Executive Director/President By:CIC F Street Family, LLC, a California limited liability company, its Administrative General Partner By:Chelsea Investment Corporation, a California corporation, its Manager By:______________________________ Cheri Hoffman, President 2016-03-08 Agenda Packet Page 316 A-1 EXHIBIT A FORM OF JUNIOR PROMISSORY NOTE CHULA VISTA HOUSING AUTHORITY JUNIOR MULTIFAMILY HOUSING REVENUE BONDS (DUETTA APARTMENT HOMES) JUNIOR SERIES 2016A-3 JUNIOR PROMISSORY NOTE US $________March __, 2016 FOR VALUE RECEIVED, F STREETFAMILYCIC, LP, a California limited partnership organized and existing under the laws of the State of California (together with its permitted successors and assigns, “Maker”),promises to pay to the CHULA VISTA HOUSING AUTHORITY, a public body, corporate and politic, organized and existing under the laws of the State of California, or its successors or assigns (the “Issuer” or the “Holder” as the context requires), in legal tender of the United States, the Principal Sum of $________, on November1, 2058, or earlier as provided herein and in the Junior Loan Agreement (hereinafter defined), together with interest thereon at the rates, at the times and in the amounts necessary to make payments on the Issuer’s Junior Multifamily Housing Revenue Bonds (Duetta Apartment Homes) Junior Series 2016A-3(the “Bonds”), issued under that certain Junior Indenture of Trust, dated as of March 1, 2016(the “Indenture”), by and between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”), when such payments become due and payable on each Bond Payment Date (as defined in the Indenture). Maker shall pay to the Holder on or before each Bond Payment Date (as defined in the Indenture) an amount in immediately available funds sufficient to pay the principal amount of the Bonds then due and payable, whether by maturity, acceleration, redemption or otherwise, and any such payment shall reduce the said principal amount due hereunder. In the event that amounts held under the Indenture and derived from Bond proceeds, condemnation awards or insurance proceeds or investment earnings thereon are applied to the payment of principal due on the Bonds in accordance with the Indenture, the principal amount due hereunder shall be reduced to the extent of the principal amount of the Bonds so paid. Maker shall pay to the Holder on or before each Bond Payment Date on which interest on the Bonds is payable interest on the unpaid balance hereof in an amount in immediately available funds sufficient to pay the interest on the Bonds then due and payable. “Indebtedness” means the principal of, interest on, and any other amounts due at any time under, this Note, the Mortgage (as defined herein) or any other Junior Loan Document, including prepayment premiums, late charges, default interest, and advances to protect the security of the Mortgage as described in Section12 of the Mortgage. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture. All payments under this Note shall be applied first to the payment of interest due and the balance, if any, shall be applied to the payment of principal. 2016-03-08 Agenda Packet Page 317 A-2 This Note is secured by a Junior Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated as of March 1, 2016(as the same may be modified, amended or supplemented from time to time, the “Mortgage”) made by Maker to a trustee for the benefit of the Trustee covering property, with improvements thereon, as more fully described therein (the “Mortgaged Property”) and certain other security as more fully set forth in the Junior Loan Agreement. 1.Default Rate. (1)So long as any other Event of Default has occurred and is continuing or (2)pursuant to Section6.01(b) of the Indenture, interest under this Note shall accrue on the unpaid principal balance from the earlier of the due date of the first unpaid monthly installment or the occurrence of such other Event of Default, as applicable, at a rate per annum (the “Default Rate”) equal to the lesser of (i)the maximum rate permitted by applicable law or (ii)a rate equal to the Base Rate plus five percent (5%), subject to the interest calculation set forth in Section2.01(b) of the Indenture. If the unpaid principal balance and all accrued interest are not paid in full on the Maturity Date, the unpaid principal balance and all accrued interest shall bear interest from the Maturity Date at the Default Rate. Maker also acknowledges that its failure to make timely payments will cause the Holder, to incur additional expenses in servicing and processing the Loan, that, during the time that any required monthly installment under this Note is delinquent, Holder will incur additional costs and expenses arising from its loss of the use of the money due and from the adverse impact on Holder’s ability to meet its other obligations and to take advantage of other investment opportunities, and that it is extremely difficult and impractical to determine those additional costs and expenses. Maker also acknowledges that, during the time that any monthly installment under this Note is delinquent or any other Event of Default has occurred and is continuing, Holder’s risk of nonpayment of this Note will be materially increased and Holder is entitled to be compensated for such increased risk. Maker agrees that the increase in the rate of interest payable under this Note to the Default Rate as provided above represents a fair and reasonable estimate, taking into account all circumstances existing on the Delivery Date, of the additional costs and expenses Holder will incur by reason of Maker’s delinquent payment and the additional compensation Holder is entitled to receive for the increased risks of nonpayment associated with a delinquent loan. 2.This Note is subject to the express condition that at no time shall interest be payable on this Note or under the Mortgage or the Junior Loan Agreement at a rate in excess of the maximum permitted by law; and Maker shall not be obligated or required to pay, nor shall the Holder be permitted to charge or collect, interest at a rate in excess of such maximum rate. If by the terms of this Note or of the Mortgage or Junior Loan Agreement, Maker is required to pay interest at a rate in excess of such maximum rate, the rate of interest hereunder or thereunder shall be deemed to be reduced immediately and automatically to such maximum rate, and any such excess payment previously made shall be immediately and automatically applied to the unpaid balance of the principal sum hereof and not to the payment of interest. 3.Amounts payable hereunder representing late payments, penalty payments or the like shall be payable to the extent allowed by law. 4.This Note is subject to all of the terms, conditions, and provisions of the Junior Loan Agreement, including those respecting prepayment and the acceleration of maturity and the provisions of Section4.5 thereof, and is further subject to all of the terms, conditions and provisions of the Indenture. The outstanding principal hereof is subject to acceleration at the same time or times and under the same terms and conditions, and with the same notice, if any, as provided under the Indenture for the acceleration of payment of the Bonds. 2016-03-08 Agenda Packet Page 318 A-3 5.If there is an Event of Default, then in any such event and subject to the provisions and requirements of the Junior Loan Agreement and the Indenture, the Holder may declare the entire unpaid principal balance of this Note and accrued interest, if any, due and payable at once. All of the covenants, conditions and agreements contained in the Junior Loan Agreement, the Regulatory Agreement, the Mortgage and all other security instrument and related documents, instruments and assignments evidencing or securing the Borrower’s obligations to the Issuer or to the Trustee relating to the Project and all other documents and instruments delivered simultaneously herewith, as the same may be supplemented and amended from time to time (the “Loan Documents”) are hereby made part of this Note. 6.No delay or omission on the part of the Holder in exercising any remedy, right or option under this Note or the Loan Documents shall operate as a waiver of such remedy, right or option. In any event a waiver on any one occasion shall not be construed as a waiver or bar to any such remedy, right or option on a future occasion. The rights, remedies and options of the Holder under this Note and the Loan Documents are and shall be cumulative and are in addition to all of the rights, remedies and options of the Holder at law or in equity or under any other agreement. 7.Maker shall pay all costs of collection on demand by the Holder, including without limitation, reasonable attorneys’ fees and disbursements, which costs may be added to the Indebtedness hereunder, together with interest thereon at the Default Rate to the extent allowed by law. 8.No amendments or other changes of any nature may be made to this Note except in writing and subject in all events to the provisions of the Indenture and the Junior Loan Agreement. Presentment for payment, notice of dishonor, protest and notice of protest are hereby waived. The acceptance by the Holder of any amount after the same is due shall not constitute a waiver of the right to require promptpayment, when due, of all other amounts due hereunder. The acceptance by the Holder of any sum in an amount less than the amount then due shall be deemed an acceptance on account only and upon condition that such acceptance shall not constitute a waiver of the obligation of Maker to pay the entire sum then due, and Maker’s failure to pay such amount then due shall be and continue to be a default notwithstanding such acceptance of such amount on account, as aforesaid. Consent by the Holder to any action of Maker which is subject to consent or approval of the Holder hereunder shall not be deemed a waiver of the right to require such consent or approval to future or successive actions. 9.(a)Prior to the Junior Bonds Conversion Date, Borrower shall be personally liable for all amounts due under this Note. On and after the Junior Bonds Conversion Date, except as otherwise provided in this Section9 and Section5.1 of the Junior Loan Agreement, neither Borrower nor any of its partners, members and/or managersshall have any personal liability under this Note, the Mortgage or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents, and Lender’s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender’s exercise of its rights and remedies with respect to the Mortgaged Property and any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower’s liability shall not limit or impair Lender’s enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any obligations of Borrower. (b)Borrower shall be personally liable to Lender for the repayment of a portion of the Indebtedness equal to any loss or damage suffered by Lender (the “Losses”) as a result of 2016-03-08 Agenda Packet Page 319 A-4 (1)failure of Borrower to pay to Lender upon demand after an Event of Default all Rents (as defined in the Mortgage) to which Lender is entitled under Section3(a) of the Mortgage and the amount of all security deposits collected by Borrower from tenants then in residence; (2)failure of Borrower to apply all insurance proceeds and condemnation proceeds as required by the Mortgage; (3)failure of Borrower to comply with Section14(d) or (e) of the Mortgage relating to the delivery of books and records, statements, schedules, and reports; (4)fraud or material misrepresentation by Borrower or Guarantor or any general partner, managing member, manager, officer, director, partner, member, agent or employee of Borrower or Guarantor in connection with the application for or creation of the Indebtedness or any request for any action or consent by or on behalf of Lender; (5)failure to apply Rents, first, to the payment ofreasonable operating expenses (other than property management fees that are not currently payable or any other Loan Document) and then to amounts (“Debt Service Amounts”) payable under this Note, the Mortgage or any other Loan Document (except that Borrower will not be personally liable (i)to the extent that Borrower lacks the legal right to direct the disbursement of such sums because of a bankruptcy, receivership or similar judicial proceeding, or (ii)with respect to Rents that are distributed on account of any calendar year if Borrower has paid all operating expenses and Debt Service Amounts for that calendar year); (6)failure of Borrower to comply with the provisions of Section17(a) of the Mortgage prohibiting the commission of waste or allowing theimpairment or deterioration of the Mortgaged Property; (7)failure of Borrower to obtain and maintain any local real estate tax abatement or exemption required under the Mortgage, or the reduction, revocation, cancellation or other termination of such abatement or exemption, as a result of any act or omission by or on behalf of Borrower, Guarantor or any of their respective partners, members, managers, directors, officers, agents, employees or representatives; (8)Borrower’s acquisition of any property or operation of any business not permitted by Section32 of the Mortgage; (9)a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section21 of the Mortgage, other than a Permitted Transfer or Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (10)a Bankruptcy Event, as defined by the Mortgage (but only if the Bankruptcy Event occurs with the consent or active participation of Borrower, its General Partner, Guarantor or any Borrower Affiliate (as defined by the Mortgage)). (c)In addition to the Borrower’s personal liability pursuant to the other provisions of this Note, Borrower shall be personally liable to Lender for (1)the performance of all of Borrower’s obligations under Sections 18 and 43(i) of the Mortgage (relating to environmental matters) and the Junior Agreement of Environmental Indemnification dated as of the date hereof; (2)thecosts of any audit under Section14(d) of the Mortgage; and (3)any costs and expenses incurred by Lender in connection with the collection of all amounts for which Borrower is personally liable under this Section9, including out of pocket expenses and reasonable fees of attorneys and expert witnesses and the costs of conducting any independent audit of Borrower’s books and records to determine the amount for which Borrower has personal liability. (d)Lender may exercise its rights against Borrower personally without regard to whether Lender has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Mortgage, any other Loan Document or applicable law. For purposes of this Section9, the term “Mortgaged Property” shall not include any funds that (1)have been applied by Borrower as required or permitted by the Mortgage prior to the occurrence of an Event of Default or (2)Borrower was unable to apply as required or permitted by the Mortgage because of a bankruptcy, receivership, or similar judicial proceeding. To the fullest extent permitted by applicable law, in any action to 2016-03-08 Agenda Packet Page 320 A-5 enforce Borrower’s personal liability under this Section9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability. (e)Nothing herein or in the other Loan Documents shall be deemed to be a waiver of any right which the Lender or the Servicer may have under Sections 506(a), 506(b), 1111(b) or any other provision of the United States Bankruptcy Code, as such sections may be amended, or corresponding or superseding sections of the Bankruptcy Amendments and Federal Judgeship Act of 1984, to file a claim for the full amount due to the Lender and the Servicer hereunder and under the other Loan Documents or to require that all collateral shall continue to secure the amounts due hereunder and under the other Loan Documents. 10.The right of the holder of this Note to payment of any of the Indebtedness evidenced by this Note is and shall at all times be subordinate to the Senior Obligations (as defined in the Indenture). 11.In addition, the Indebtedness evidenced by this Note is and shall be subordinate in rightof payment to the prior payment in full of all amounts then due and payable (including, but not limited to, all amounts due and payable by virtue of any default or acceleration or upon maturity) with respect to the Indebtedness evidenced by the Note (as defined by that certain Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing by the Borrower in favor of Citibank, N.A.), in the original maximum principal amount of $___________, executed by Borrower and payable to Citibank, N.A. (“Senior Lender”) to the extent and in the manner provided in that certain Subordination and Intercreditor Agreement, dated as of March 1, 2016, by and between the Trustee and the Senior Lender(the “Citibank Subordination Agreement”). The rights and remedies of the Holder and each subsequent holder of this Note shall be deemed, by virtue of such holder’s acquisition of this Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by the “Junior Lender” under the Citibank Subordination Agreement. 2016-03-08 Agenda Packet Page 321 A-6 Maker agrees that this Note shall be construed in accordance with and governed by the laws of the State of California. F Street Family CIC, LP, a California limited partnership By:Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its Managing General Partner By:________________________ Robert W. Laing, Executive Director/President By:CIC F Street Family, LLC, a California limited liability company, its Administrative General Partner By:Chelsea Investment Corporation, a California corporation, its Manager By:______________________________ Cheri Hoffman, President 2016-03-08 Agenda Packet Page 322 A-7 ASSIGNMENT Pay to the order of U.S. Bank National Association, without recourse or warranty, as Trustee under the Indenture referred to in the attached Note. CHULA VISTA HOUSING AUTHORITY By: Authorized Signatory 2016-03-08 Agenda Packet Page 323 RESOLUTION NO. RESOLUTION OF THE CHULA VISTA HOUSING AUTHORITY AUTHORIZING THE ISSUANCE OF ITS TAX-EXEMPT MULTIFAMILY HOUSING REVENUE NOTEAND ITS JUNIOR MULTIFAMILY HOUSING REVENUE BONDS IN A CUMULATIVE AND AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $19,400,000AND ITS TAXABLE MULTIFAMILY HOUSING REVENUE NOTE IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,200,000FOR THE PURPOSE OF FINANCING THE ACQUISITION AND CONSTRUCTION OF THEDUETTA APARTMENT HOMESMULTIFAMILY RENTAL HOUSING PROJECT; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF ANY AND ALL DOCUMENTS NECESSARY TO ISSUE THE NOTESAND BONDS, COMPLETE THE TRANSACTION AND IMPLEMENT THIS RESOLUTION, AND RATIFYING AND APPROVING ANY ACTION HERETOFORE TAKEN IN CONNECTION WITH THE BONDS WHEREAS, pursuant to the Housing Authorities Law, Chapter1 of Part2 of Division24 of the California Health and Safety Code (“Housing Authorities Law”), the Chula Vista Housing Authority, a public body corporate and politic organized, existing and operatingpursuant to the Housing Authorities Law, the Chula Vista Housing Authority (the “Authority”) is empowered to issue revenue bonds for the purpose of financing the acquisition, construction, rehabilitation, refinancing, development, and operation of multifamily rental housing; and WHEREAS, F Street Family CIC, LP, a California limited partnership (the “Developer”), intends to acquire and constructa 86-unitplus one manager unitproject known as “Duetta Apartment Homes” on that certain real property located at Otay Ranch, in the City of Chula Vista, California(the“Project”); and WHEREAS, the Developer has requested Authority to issue tax-exempt multifamily housing revenue notes (the “Tax-Exempt Governmental Lender Note”)and taxable multifamily housing revenue notes (the “Taxable Governmental Lender Note,” and, together with the Tax Exempt Governmental Lender Note, the “Governmental Lender Notes”) and tax-exempt multifamily housing revenue bonds subordinate to the Governmental Lender Notes(the “Tax Exempt Junior Bonds,”and, together with the Governmental Lender Notes, the “Obligations”), and to loan the proceeds of the Obligations to the Developer to finance the acquisition, construction and equipping of the Project, and WHEREAS, taken together, the aggregate principal amount of the Tax Exempt Governmental Lender Note and the Tax Exempt Junior Bonds (the “Tax Exempt Obligations”) shall not to exceed $19,400,000and the aggregate principal amount of the Taxable Governmental Lender Note shall not exceed $1,200,000; and 2016-03-08 Agenda Packet Page 324 2 WHEREAS, Authority, by action of its Board of Commissioners (the “Board”), desires to assist the Developer and to increase the supply of affordable housing by making a portion of the units in the Project available for low and very low income persons or families, and in order to accomplish such purposes it is desirable for Authority to provide for the issuance of the Obligations and financing of the Project; and WHEREAS, the Authority intends to enter into a Funding Loan Agreement, by and between the Authority and Citibank, N.A. (the “Funding Lender”), dated as of March1, 2016 (the “Funding Loan Agreement”), whereby the Funding Lender will make a loan to theAuthority (the “Funding Loan”) which the Authority will to loan to the Borrower (the “Borrower Loan”) pursuant to that certain Borrower Loan Agreement, to be entered into by and between the Authority and the Borrower, dated as of March1, 2016 (the “Borrower Loan Agreement”) to provide financing to acquire, construct and equip the Project; and WHEREAS, pursuant to the Funding Loan Agreement, the Authority intends to execute and deliver to the Funding Lender the Governmental Lender Notesevidencing its obligation to make the payments due to the Funding Lender under the Funding Loan as provided inthis Funding Loan Agreement; and WHEREAS, the Authority’s obligation to repay the Governmental Lender Notesshall be limited solely to the multifamily notesexecuted and delivered by the Borrower to the Authority (the “Borrower Notes”) and other moneys and security pledged under the Funding Loan Agreement and Borrower Loan Agreement; and WHEREAS, the Junior Bonds will be issued pursuant to the Junior Indenture of Trust, by and between the Authority and U.S. Bank National Association, as trustee for the Junior Bonds, dated as of March1, 2016 (the “Junior Indenture”), and loan the proceeds of the Junior Bonds to the Developer pursuant to the Junior Loan Agreement, by and between the Authority and the Developer, dated as of March1, 2016 (the “Junior Loan Agreement”); and WHEREAS, the Authority will loan the proceeds of the Obligations to the Borrower and the Borrower will use the proceeds of the Obligations exclusively to finance the costs of acquisition, construction and equipping of the Project and the costs of issuing the Obligations; and WHEREAS, Government Code Section 8869.85 requires a local agency to file an application with the California Debt Limit Allocation Committee (“Committee”) prior to the issuance of tax-exempt multifamily housing revenue notes and bonds and the Authority has filed such an application; and WHEREAS, the Committee has allocated to the Project $19,400,000 of the State of California 2015 State ceiling for private activity bonds or notes under Section146 of the Internal Revenue Code of 1986; and 2016-03-08 Agenda Packet Page 325 3 WHEREAS, it is the intent of the Authority to enter into bond documentation to govern the Obligations to be issued (collectively, the “Transaction Documents”), including: (1) the Funding Loan Agreement; (2) the Borrower Loan Agreement; (3) a regulatory agreement and declaration of restrictive covenants, by and between the Authority and the Borrower, dated as of March1, 2016 (the “Regulatory Agreement”), (4) the Junior Indenture, and (5) the Junior Loan Agreement; and WHEREAS, it appears that each of the documents and instruments described herein now before this meeting is in a substantially appropriate form and is an appropriate instrument to be executed and delivered for the purposes intended. NOW, THEREFORE, THE BOARD OF COMMISSIONERS OFTHE CHULA VISTA HOUSING AUTHORITYDOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS: 1.Authorization of Obligations. In accordance with the Housing Authorities Law and pursuant to the Funding Loan Agreement, Authority authorizes issuance of notes and bonds designated as “Chula Vista Housing AuthorityMultifamily Housing Revenue Note(Duetta Apartment Homes) Series 2016A-1”and “Chula Vista Housing Authority Junior Multifamily Housing Revenue Bonds (Duetta Apartment Homes) Junior Series 2016A-3”in a cumulative and aggregate principal amount not to exceed $19,400,000, and authorizes the issuance of notes designated as“Chula Vista Housing Authority Multifamily Housing Revenue Note (Duetta Apartment Homes) Taxable Series 2016A-2” (collectively, the “Obligations”), with an interest rate or rates, a maturity date or dates and other terms as provided in the Funding Loan Agreement and Junior Indenture, respectively,as finally executed for the Obligations. The Governmental Lender Notesand the Junior Bondsshallbe in substantially the form set forth in and otherwise in accordance with the Funding Loan Agreement and Junior Indenture, respectively, and shall be executed on behalf of Authority by the manual or facsimile signature of the Chair of the Board of Commissioners of the Authority (the “Chair”) or the Executive Director of the Authority (the “Executive Director”), and the Obligations shall be attested by the manual or facsimile signature of the Secretary of the Board of Commissioners of the Authority (“Secretary”). 2.Approval of Transaction Documents. The form of each of the Transaction Documents, in substantially the form on file with the Secretary, is hereby approved. The Chair, theExecutive Director, and their authorized designee(s) (each, an “Authorized Officer”) are authorized to execute, and the Secretary is authorized to attest, each of the Transaction Documentsin substantially said form, with such additions thereto and changes therein as the Authorized Officer may approve or recommend in accordance with Section 4hereof. The date, maturity date or dates, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption, and other terms of the Obligationsshall be as provided in the Funding Loan Agreement and Junior Indentureas finally executed. 2016-03-08 Agenda Packet Page 326 4 3.Approval of Loan Documents. Any Authorized Officer is authorized to execute and deliver, and the Secretary is authorized to attest, any and all certificates, agreements and other documents ancillary to the Transaction Documentsin the formsapproved by the City Attorney, as general counsel to Authority (“General Counsel”),and by special counsel and bond counsel to the Authority and City on these matters, Stradling Yocca Carlson & Rauth (together, “Special Counsel”). 4.Approval of Changes to Documents. Any Authorized Officer executing a document approved herein, in consultation with General Counsel and Special Counsel, is authorized to approve and make such modifications, changes or additions to Transaction Documentsor other documents as may be necessary or advisable, and the approval of any modification, change or addition to any of the aforementioned agreements shall be evidenced conclusively by the execution and delivery thereof by such Authorized Officer and approval as to form by General Counsel and Special Counsel. Further, any Authorized Officer, acting alone, is authorized to execute any assignment agreement related to any mortgage note, mortgage, deed of trust or other document related to the loansmade to the Developer from the proceeds of the Obligations. 5.Actions Ratified and Authorized. All actions heretofore taken by the officers, employees and agents of Authority with respect to the issuance and sale of the Obligationsare approved, confirmed and ratified, and the officers, employees and agents of Authority are authorized and directed, for and in the name and on behalf of Authority, to do any and all things and take any and all actions and execute and deliver anyand all certificates, agreements and other documents, including, but not limited to, those documents described in the Transaction Documentsand the other documents herein approved, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Obligationsand to effectuate the purposes thereof and of the documents herein approved in accordance with this resolution and resolutions heretofore adopted by the Board. In the event that the Secretary isunavailable to sign any document related to the Obligations, any Deputy Secretary of the Authority may sign on behalf of the Secretary. 6.Further Consents, Approvals and Other Actions. All consents, approvals, notices, orders, requests and other actions permitted or required by any of the documents authorized by this Resolution or otherwise appropriate in the administration of the Obligationsand the lending program financed thereby, including without limitation any of the foregoing that may be necessary ordesirable in connection with any amendment of such documents, any transfer of the Project, any substitution of security for the Obligations, or any redemption of the Obligations may be taken or given by theChairor theExecutive Director, and theChairor theExecutive Directorare hereby authorized and directed to give any such consent, approval, notice, order or request and to take any such action which such officer may deem necessary or desirable to further the purposes of this Resolution. 7.Conflicting Resolutions Repealed. As to the Obligations, all prior resolutions or parts thereof, if any, in conflict herewith are, to the extent of such conflict, repealed. 2016-03-08 Agenda Packet Page 327 5 8.Severability. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any remaining sections, paragraphs or provisions of this Resolution. 9.Effectiveness of Resolution and Date Thereof. This Resolution shall take effect upon its adoption. 10.Certification. The Secretary shall certify to the passage and adoption of this Resolution. Presented by:Approved as to form by: ____________________________________________________________ Kelly Broughton, FASLA Glen R. Googins Development Services Director City Attorney 2016-03-08 Agenda Packet Page 328 6 The foregoing Resolution was passed and adopted by the Board of Commissioners of the Chula Vista Housing Authority, California, this 8thday of March, 2016, by the following vote, to wit: AYES: NOES: ABSENT: Mayor ATTEST: _____________________________ Secretary 2016-03-08 Agenda Packet Page 329 7 STATE OF CALIFORNIA) ) ss. COUNTY OF SAN DIEGO) I, _______________, Secretary of the Chula Vista Housing Authority, California, hereby certify that the above and foregoing Resolution was duly and regularly adopted by the Board of Commissioners at a regular meeting thereof held on the 8thday of March, 2016. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 8thday of March, 2016. Secretary of the Housing Authority of the City of Chula Vista, California 2016-03-08 Agenda Packet Page 330 EXHIBIT 1 MILLENIA AFFORDABLE HOUSING 2016-03-08 Agenda Packet Page 331 Stradling Yocca Carlson & Rauth Draft dated March1, 2016 Recording Requested By and When Recorded Mail To: Stradling Yocca Carlson& Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660 Attn: Bradley R. Neal, Esq. [Space above for recorder.] This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383. REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS By and Between CHULA VISTA HOUSING AUTHORITY, And G STREET SENIORSCIC, LP, a California limited partnership ____________________ Dated as of March1, 2016 ____________________ Relating to $___________ CHULA VISTA HOUSING AUTHORITY MULTIFAMILY HOUSING REVENUE NOTE (VOLTAAPARTMENT HOMES) SERIES 2016B-1 And $___________ CHULA VISTA HOUSING AUTHORITY JUNIOR MULTIFAMILY HOUSING REVENUE BONDS (VOLTAAPARTMENT HOMES) SERIES 2016B-2 2016-03-08 Agenda Packet Page 332 Table of Contents Page i Section 1.Definitions and Interpretation.......................................................................................3 Section 2.Acquisition, Construction, Equipping and Completion of the Project..........................7 Section 3.Residential Rental Property..........................................................................................8 Section 4.Low and Very Low Income Units...............................................................................10 Section 5.Tax Status of the Tax-Exempt Obligations.................................................................13 Section 6.Modification of Special Tax Covenants......................................................................14 Section 7.Indemnification...........................................................................................................14 Section 8.Consideration..............................................................................................................16 Section 9.Reliance.......................................................................................................................16 Section 10.Sale or Transfer of the Project....................................................................................17 Section 11.Foreclosure..................................................................................................................18 Section 12.Term............................................................................................................................18 Section 13.Covenants to Run With the Land................................................................................19 Section 14.Burden and Benefit.....................................................................................................19 Section 15.Uniformity; Common Plan.........................................................................................19 Section 16.Enforcement................................................................................................................19 Section 17.Recording and Filing...................................................................................................21 Section 18.Payment of Fees..........................................................................................................21 Section 19.Governing Law...........................................................................................................22 Section 20.Amendments...............................................................................................................22 Section 21.Notice..........................................................................................................................22 Section 22.Severability.................................................................................................................23 Section 23.Multiple Counterparts.................................................................................................23 Section 24.Compliance by Borrower............................................................................................23 Section 25.Obligation of Borrower; Limitations on Recourse to Borrower.................................23 Section 26.CDLAC Requirements................................................................................................24 Section 27.Damage, Destruction or Condemnation of the Property.............................................24 Section 28.Third-Party Beneficiaries............................................................................................24 EXHIBIT ALEGAL DESCRIPTION..........................................................................................A-1 EXHIBIT BCERTIFICATE OF CONTINUING PROGRAM COMPLIANCE.........................B-1 EXHIBIT CINCOME COMPUTATION AND CERTIFICATION............................................C-1 EXHIBIT DCDLAC RESOLUTION...........................................................................................D-1 EXHIBIT ECDLAC COMPLIANCE CERTIFICATE................................................................E-1 EXHIBIT FFORM OF ANNUAL CDLAC PUBLIC BENEFITS CERTIFICATION...............F-1 2016-03-08 Agenda Packet Page 333 1 REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS THIS REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (the “Regulatory Agreement”), dated as of March1, 2016, by and between the Chula Vista Housing Authority, a public body corporate and politic duly organized and existing under the Constitution and the laws of the State of California (together with any successor to its rights, duties and obligations, the “Governmental Lender”), and G Street SeniorsCIC, LP, a California limited partnership (the “Borrower”). WITNESSETH WHEREAS, the Legislature of the State of California enacted Chapter1 of Part2 of Division24 of the Health and Safety Code (the “Act”) to authorize housing authorities to issue bonds or notes to finance the acquisition, construction, equipping and development of multifamily rental housing for families and individuals of lower income; and WHEREAS, the Governmental Lender is a political subdivision (within the meaning of that term in the Regulations of the Department of Treasury and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to Section103 of the Internal Revenue Code of 1986, as amended (the “Code”)); and WHEREAS, on March1, 2016, the governing board of the Governmental Lender adopted a resolution (the “Resolution”) authorizing the Governmental Lender to enter into that certain Funding Loan Agreement, by and among the Governmental Lender, Citibank, N.A. (the “Funding Lender”) and U.S. Bank National Association, as fiscal agent (the “Fiscal Agent”), dated as of March1, 2016 (the “Funding Loan Agreement”), whereby the Funding Lender will loan the Governmental Lender up to $___________(the “Funding Loan”) to make a loan to the Borrower pursuant to that certain Borrower Loan Agreement, by and between the Governmental Lender andthe Borrower, dated as of March1, 2016(the “Borrower Loan Agreement”) of up to $___________ (the “Borrower Loan”) to provide financing to acquire, construct and equip a 122unitplus one manager unit seniormultifamily rental housing project located in the City of Chula Vista, California, County of San Diego, State of California, known as “VoltaApartment Homes” (the “Project”); and WHEREAS, pursuant to the Funding Loan Agreement, the Governmental Lender will issue a promissory note in the aggregate principal amount of $__________ designated as “Chula Vista Housing Authority Multifamily Housing Revenue Note (VoltaApartment Homes) Series 2016B-1” (the “Tax-Exempt Governmental Lender Note”) and a promissory note in the aggregate principal amount of $__________ designated as “Chula Vista Housing Authority Multifamily Housing Revenue Note (VoltaApartment Homes) Taxable Series 2016B-2” (the “Tax-Exempt Governmental Lender Note,” and, together with the Tax-Exempt Governmental Lender Note, the “Governmental Lender Notes”) to the Funding Lender which is secured by the Borrower’s obligation to repay the Borrower Loan under the Borrower Loan Agreement; and WHEREAS, in furtherance of the purposes of the Act and the Resolution and as a part of the Governmental Lender’s plan of financing residential rental housing, the Governmental Lender has loaned the Borrower the Borrower Loan pursuant to the terms of the Borrower Loan Agreement to 2016-03-08 Agenda Packet Page 334 2 finance the acquisition, construction and equipping of the Project for the public purpose of providing decent, safe and sanitary housing for families and individuals of low and very low income; and WHEREAS, the Borrower and the Funding Lender have entered into a Construction Funding Agreement,dated as of [March1, 2016] (the “Construction Funding Agreement”), providing the terms and conditions under which the Funding Lender will lend the Funding Loan to the Governmental Lender, the terms and conditions under which the Governmental Lender will lend the Borrower Loan to the Borrower, and the terms and conditions under which the Borrower will acquire, construct and equip the Project; and WHEREAS, in connection with the issuance of the Governmental Lender Notes, the Governmental Lender will also issue its Junior Multifamily Housing Revenue Bonds (Volta Apartment Homes) Series 2016B-3in the aggregate principal amount not to exceed $________ (the “Junior Bonds,” and, together with the Tax-Exempt Governmental Lender Note, the “Tax-Exempt Obligations”), pursuant to that certain Junior Indenture of Trust, between, the Governmental Lender and U.S. Bank National Association, as Junior Bonds Trustee (the “Junior Trustee”), dated as of March1, 2016(the “Junior Indenture”); and WHEREAS, in furtherance of the purposes of the Act and the Resolution and as a part of the Governmental Lender’s plan of financing residential rental housing, the proceeds of the Junior Bonds will be loaned to the Borrower (the “Junior Loan”) pursuant to that certain Junior Loan Agreement, by and among the Governmental Lender, the Junior Trustee and the Borrower, dated as of March1, 2016(the “Junior Loan Agreement”); and WHEREAS, all things necessary to make the Funding Loan Agreement, the Borrower Loan Agreement, the Junior Indenture, the Junior Loan Agreement and the Tax-Exempt Obligations the valid, binding, and limited obligations of the Governmental Lender according to the import thereof, have been done and performed, and the creation, execution, and delivery of the Borrower Loan Agreement,the Funding Loan Agreement, Junior Indenture and the Junior Loan Agreementand the execution and issuance of theTax-Exempt Obligations, subject to the terms thereof, in all respects have been duly authorized; and WHEREAS, the Governmental Lender has obtained an allocation for the Project of a portion of the State of California’s private activity bond volume cap, within the meaning of Section146 of the Code, in accordance with the procedures established by the California Debt Limit Allocation Committee; and WHEREAS, the Code and the regulations and rulings promulgated with respect thereto and the Act prescribe that the use and operation of the Project be restricted in certain respects and in order to ensure that the Project will be owned and operated in accordance with the Code and the Act, the Governmental Lender and the Borrower have determined to enter into this Regulatory Agreement in order to set forth certain terms and conditions relating to the acquisition, construction, equipping and operation of the Project; NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Governmental Lender and the Borrower hereby acknowledge that the above recitals are true and correct and agree as follows: 2016-03-08 Agenda Packet Page 335 3 Section 1.Definitions and Interpretation. The following terms shall have the respective meanings assigned to them in this Section1 or, if not defined herein, in the Funding Loan Agreement and/or the Borrower Loan Agreementand/or the Junior Indenture and/or the Junior Loan Agreement, unless the context in which they are used clearly requires otherwise: “Adjusted Income” –The adjusted income of a person who intends to reside in a residential unit (together with the adjusted income of all persons the age of 18 years or older who intend to reside with such person in one residential unit) as calculated in the manner prescribed in Regulation Section1.103-8. “Affiliated Party” –(1)a Person whose relationship with the Borrower would result in a disallowance of losses under Section267 or 707(b) of the Code, (2)a Person who together with the Borrower are members of the same controlled group of corporations (as defined in Section1563(a) of the Code, except that “more than 50 percent” shall be substituted for “at least 80 percent” each place it appears therein), (3)a partnership and each of its partners (and their spouses and minor children) whose relationship with the Borrower would result in a disallowance of losses under Section267 or 707(b) of the Code or (4)an S Corporation and each of its shareholders (and their spouses and minor children) whose relationship with the Borrower would result in a disallowance of losses under Section267 or 707(b) of the Code. “Area” –The San Diego County, California, Primary Statistical Area. “Borrower Loan Agreement” –The Borrower Loan Agreement, by and between the Governmental Lender and the Borrower, dated as of March1, 2016, pursuant to which the Governmental Lender shall loan the Borrower Loan to the Borrower. “Borrower Loan” –The loan from the Governmental Lender to the Borrower under the Borrower Loan Agreement to provide Borrower with financing to acquire, constructand equip the Project. “Borrower’s Tax Certificate” –The certificate of the Borrower, dated as of the Closing Date, with respect to certain Project Costs delivered to the Governmental Lender by the Borrower. “CDLAC” –The California Debt Limit Allocation Committee. “CDLACResolution” –Resolution No.15-143adopted by CDLAC on December 16, 2015. “Certificate of Continuing Program Compliance” –The certificate with respect to the Project to be filed by the Borrower with the Governmental Lender, which shall be substantially in the form attached hereto as ExhibitB. “Closing Date” –March__, 2016. “Costs of Issuance” –means: (a)the fees, costs and expenses of (i)the Governmental Lender, the Governmental Lender’s counsel and the Governmental Lender’s financial advisor, if any, (ii)Tax Counsel, (iii)the Funding Lender and the Funding Lender’s counsel, (iv)the Borrower’s counsel and the Borrower’s financial advisor, if any, and (v)the Rating Agency, if any; 2016-03-08 Agenda Packet Page 336 4 (b)costs of printing the offering documents relating to the sale ofTax-Exempt Obligations, or an interest therein; and (c)all other fees, costs and expenses directly associated with the authorization and issuance, sale and delivery of theTax-Exempt Obligations, and interests therein, including printing costs, costs of reproducing documents, filing and recording fees, and any fees, costs and expenses required to be paid to the Funding Lender in connection with the origination of the Funding Loan. “Equity Investor” –Raymond James California Housing Opportunity Fund V L.L.C., a Florida limited liability company. “Fiscal Agent” –U.S. Bank National Association, as fiscal agent under the Funding Loan Agreement, and any successor in interest thereto. “Funding Loan Agreement” –The Funding Loan Agreement, by and between the Governmental Lender and the Funding Lender, dated as of March1, 2016, pursuant to which the Funding Lender shall loan the Funding Loan to the Governmental Lender. “Funding Loan” –The loan from the Funding Lender to the Governmental Lender under the Funding Loan Agreement to provide the Governmental Lender funds to lend the Borrower Loan under the Borrower Loan Agreement. “Governmental Lender Fee” –The administrative fee of the Governmental Lender payable on the Closing Date and on each March1thereafter, commencing March1, 2017, in an amount equal to 0.125% of the aggregate principal amount of the maximum original principal amount of the Tax- Exempt Obligationsthroughout the term of the Regulatory Agreement. “Housing Units” –Collectively, the Low Income Units and the Very Low Income Units. “Income Certification” –The Income Computation and Certification Form in substantially the form attached hereto as ExhibitC. “Junior Bonds” –The Bonds issued by the Governmental Lender under the Junior Indenture in the aggregate principal amount of not to exceed $______________. “Junior Indenture” –The Junior Indenture of Trust, by and between the Governmental Lender and the Junior Trustee, dated as of March1, 2016, pursuant to which the Junior Bonds shall be issued. “Junior Loan” –The loan of the proceeds of the Junior Bonds by the Governmental Lender to the Borrower pursuant to the Junior Loan Agreement. “Junior Loan Agreement” –The Junior Loan Agreement, by and among the Governmental Lender, the Junior Trustee and the Borrower, dated as of March1, 2016, pursuant to which the Junior Loan is made to the Borrower. “Junior Trustee” –U.S. Bank National Association, as trustee under the Junior Indenture, and any successor in interest thereto. 2016-03-08 Agenda Packet Page 337 5 “Low Income Tenants” –Any Tenant whose Adjusted Income does not exceed sixty percent (60%) of the Median Income for the Area; provided, however, if all the occupants of a unit are students (as defined under Section 152(f)(2) of the Code), no one of whom is entitled to file a joint return under Section 6013 of the Code, such occupants shall not qualify as Low Income Tenants. The determination of a Tenant’s status as a Low Income Tenant shall initially be made by the Borroweron the basis of an Income Certification Form (a form of which is attached hereto as Exhibit C) executed by the Tenant upon such Tenant’s occupancy of a unit in the Project and upon annual recertification thereafter. “Low Income Units” –The dwelling units in the Project designated for occupancy by Low Income Tenants pursuant to Section4(a)(ii) of this Regulatory Agreement. “Median Income for the Area” –The median gross income for the Area, as determined in a manner consistent with determinations of area median gross income under Section 8 of the Housing Act and Section 3009a of the Housing and Economic Recovery Act of 2008 (Pub. L. 110-289, 122 Stat 2654) or, if said Section 8 is terminated, as prescribed pursuant to said Section 8 immediately prior to its termination or as otherwise required under Section 142 of the Code and the Act, including adjustments for household size. “Project” –The Project Facilities and the Project Site. “Project Costs” –To the extent authorized by the Code, the Regulations and the Act, any and all costs incurred by the Borrower with respect to the acquisition, construction and equipping of the Project, whether paid or incurred prior to or after the sixtieth day preceding October 13, 2015, including, without limitation, costs for site preparation, the planning of housing and related facilities and improvements, the acquisition of property, the removal or demolition of existing structures, the constructionand equipping of housing and related facilities and improvements, and all other work in connection therewith, and all costs of financing, including, without limitation, the costs of consultant, accounting and legal services, other expenses necessary or incident to determining the feasibility of the Project, administrative and other expenses necessary or incident to the Project and the financing thereof (including reimbursement to any municipality, county or entity for expenditures made for the Project) and all other costs approved by Tax Counsel. “Project Facilities” –The buildings, structures and other improvements to be constructed on the Project Site that are being financed with proceeds of the Project Loans, and all fixtures and other property owned by the Borrower and located on, or used in connection with, such buildings, structures and other improvements. “Project Loans” –Collectively, the Borrower Loan and the Junior Loan. “Project Site” or “Property” –The parcel or parcels of real property described in Exhibit”A”, which is attached hereto and by this reference incorporated herein, and all rights and appurtenances thereunto appertaining. “Qualified Project Costs” –The Project Costs (excluding Costs of Issuance) incurred after the sixtieth day preceding October 13, 2015, which either constitute land or property of a character subject to the allowance for depreciation under Section167 of the Code or are chargeable to a capital account with respect to the Project for federal income tax and financial accounting purposes, or would be so chargeable either with a proper election by the Borrower or but for the proper election 2016-03-08 Agenda Packet Page 338 6 by the Borrower to deduct those amounts within the meaning of Regulation Section1.103-8(a)(1)(i); provided, however, that only suchportion of interest accrued during construction of the Project shall constitute a Qualified Project Cost as bears the same ratio to all such interest as the Qualified Project Costs bear to all Project Costs paid from Obligations proceeds and interest earnings thereon; and provided further that interest accruing after the completion date shall not constitute a Qualified Project Cost; and provided still further that if any portion of the Project is being constructed by the Borrower or an Affiliated Party(whether as a general contractor or a subcontractor), “Qualified Project Costs” shall include only the actual out-of-pocket costs incurred by such Affiliated Party in constructing the Project (or any portion thereof) within the meaning of Section147(d)(2) of the Code, as provided in the Tax Certificate. “Qualified Project Period” –The period beginning on the later of (i) the first day on which at least ten percent (10%) of the dwelling units in the Project are first occupied, and (ii) the Closing Date and ending on the later of (a)the date which is 55 years after the date on which fifty percent (50%) of the dwelling units are occupied, (b)the first day on which no tax exempt bonds or notes with respect to the Project are Outstanding, or (c)the date on which any assistance provided with respect to the Project under Section8 of the United States Housing Act of 1937 terminates; provided that the Qualified Project Period may be shortened with the written consent of the Governmental Lender and CDLAC in their sole discretion, and upon receipt by the Governmental Lender of an opinion of Tax Counsel that such action, in and of itself, will not cause interest on the Obligations to be includable in gross income for federal tax purposes. “Tax Counsel” shall mean Stradling Yocca Carlson & Rauth, a Professional Corporation or any other attorney or firm of attorneys designated by the Governmental Lender having a national reputation for skill in connection with the authorization and issuance of municipal obligations under Sections103 and 141 through 150 (or any successor provisions) of the Code. “Tax-Exempt Governmental Lender Note” –The promissory note issued by the Governmental Lender under the Funding Loan Agreement to the Funding Lender in the aggregate principal amount of $___________to which is secured by the Borrower’s obligation to repay the portion of the Borrower Loan under the Borrower Loan Agreementevidenced by the Tax-Exempt Governmental Lender Note. “Tax-Exempt Obligations” –Collectively, the Tax-Exempt Governmental Lender Note and the Junior Bonds. “Very Low Income Households” –Households which would qualify as Very Low Income Tenants. “Very Low Income Tenants” –Any Tenant whose Adjusted Income does not exceed fifty percent (50%) of the Median Incomefor the Area; provided, however, if all the occupants of a unit are students (as defined under Section 152(f)(2) of the Code), no one of whom is entitled to file a joint return under Section 6013 of the Code, such occupants shall not qualify as Very Low Income Tenants. The determination of a Tenant’s status as a Very Low Income Tenant shall initially be made by the Borrower on the basis of an Income Certification Form (a form of which is attached hereto as Exhibit C) executed by the Tenant upon such Tenant’s occupancy of a unit in the Project and upon annual recertification thereafter. 2016-03-08 Agenda Packet Page 339 7 “Very Low Income Units” –The dwelling units in the Project designated for occupancy by Very Low Income Tenants pursuant to Section4(a)(i) of this Regulatory Agreement. Capitalized terms which are not defined herein shall have the meanings assigned to them in the Funding Loan Agreement and/or the Borrower Loan Agreementand/or the Junior Indenture and/or the Junior Loan Agreement. Unless the context clearly requires otherwise, as used in this Regulatory Agreement, words of the masculine, feminine or neuter gender shall be construed to include each other gender when appropriate and words of the singular number shall be construed to include the plural number, and vice versa, when appropriate. This Regulatory Agreement and all the terms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity hereof. The defined terms used in the preamble and recitals of this Regulatory Agreement have been included for convenience of reference only, and the meaning, construction and interpretation of all defined terms shall be determined by reference to this Section1 notwithstanding any contrary definition in the preamble or recitals hereof. The titles and headings of the sections of this Regulatory Agreement have been inserted for convenience of reference only, and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof or be considered or given any effect in construing this Regulatory Agreement or any provisions hereof or in ascertaining intent, if any question of intent shall arise. Section 2.Acquisition, Construction, Equipping and Completion of the Project. The Borrower hereby represents, as of the date hereof, and covenants, warrants and agrees as follows: (a)The Borrower has incurred a substantial binding obligation to acquire, construct and equip the Project, pursuant to which the Borrower is obligated to expend at least ninety five percent of the net sale proceeds of theTax-Exempt Obligations. (b)The Borrower’s reasonable expectations respecting the total cost of the acquisition, constructionand equipping of the Project and the disbursement of Project Loansproceeds are accurately set forth in the Borrower’s Tax Certificate attached to the Tax Certificate which has been delivered to the Governmental Lender. (c)The Borrower will proceed with due diligence to complete the acquisition, constructionand equipping of the Project and expects to expend the full amount of the proceeds of the Project Loansfor Project Costs prior to three years from the Closing Date. (d)The statements made in the various certificates delivered by the Borrower to the Governmental Lender and Funding Lender are true and correct. (e)Money on deposit in any fund or account in connection with the Project Loans, whether or not such money was derived from other sources, shall not be used by or under the direction of the Borrower, in a manner which would cause the Tax-Exempt Obligations to be “arbitrage bonds” within the meaning of Section148 of the Code, and the Borrower specifically agrees that the investment of money in any such fund shall be restricted as may be necessary to prevent the Tax-Exempt Obligations from being “arbitrage bonds” under the Code. 2016-03-08 Agenda Packet Page 340 8 (f)The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds from the Project Loans, theTax-Exempt Obligations, or the sale of the Tax-Exempt Obligations or an interest therein to be applied in a manner contrary to the requirements of the Construction Funding Agreement, Borrower Loan Agreement, the Funding Loan Agreement,the Junior Indenture, the Junior Loan Agreementor this Regulatory Agreement. Neither the Borrower nor any Affiliated Party shall purchase any interest in the Tax-Exempt Obligations and shall not take any action that would cause the Tax-Exempt Obligations to be considered federally guaranteed within the meaning of Section 149(b)(2)(B)(ii) of the Code. (g)The Borrower shall comply with all applicable requirements of Section 65863.10 of the California Government Code, including the requirements for providing notices in Sections (b), (c), (d) and (e) thereof. Section 3.Residential Rental Property. The Borrower hereby acknowledges and agrees that the Project will be owned, managed and operated as a “qualified residential rental project” (within the meaning of Section142(d) of the Code) until the expiration of the Qualified Project Period. To that end, and for the term of this Regulatory Agreement, the Borrower hereby represents, as of the date hereof, and covenants, warrants and agrees as follows: (a)The Project is being acquired, constructed and equipped for the purpose of providing senior multifamily residential rental property, and the Borrower shall own, manage and operate the Project as a project to provide senior multifamily residential rental property comprised of a building or structure or several interrelated buildings or structures, together with any functionally related and subordinate facilities, and no other facilities, in accordance with applicable provisions of Section142(d) of the Code and Section1.103-8(b) of the Regulations, and the Act, and in accordance with such requirements as may be imposed thereby on the Project from time to time. (b)All of the dwelling units in the Project will be similarly constructed units, and, to the extent required by the Code and the Regulations, each dwelling unit in the Project will contain complete separate and distinct facilities for living, sleeping, eating, cooking and sanitation for a single person or a family, including a sleeping area, bathing and sanitation facilities and cooking facilities equipped with a cooking range, refrigerator and sink; provided that any tenant may, but shall not be obligated to, provide a refrigerator for the unit to be occupied. (c)None of the dwelling units in the Project willat any time be utilized on a transient basis, or will ever be used as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, nursing home, hospital, sanitarium, rest home, retirement house or trailer court or park; provided that the use of certain units for tenant guests on an intermittent basis shall not be considered transient use for purposes of this Regulatory Agreement. (d)No part of the Project will at any time be owned or used as a condominium or by a cooperative housing corporation, nor shall the Borrower take any steps in connection with a conversion to such ownership or uses. The Borrower shall not take any steps in connection with a conversion of the Project to a condominium or cooperative ownership except with the prior written approving opinion of Tax Counsel that by reason of any such action the interest on the Tax-Exempt Obligations will not become includable in gross income for federal income tax purposes. 2016-03-08 Agenda Packet Page 341 9 (e)All of the dwelling units (except for one manager’s unit described in (g) below) will be available for rental on a continuous basis to members of the general public and the Borrower will not give preference to any particular class or group in renting the dwelling units in the Project, except to the extent that dwelling units are required by this Regulatory Agreement or any other restriction to be imposed on the Project to be leased or rented to Low Income Tenants, Very Low Income Tenants and to holders of Section8 certificates or vouchers or, in the case of any other restrictions imposed on the Project, to tenants meeting the income and affordability restrictions required thereby. (f)The Project Site consists of a parcel or parcels that are contiguous except for the interposition of a road, street or stream, and all of the Project Facilities will comprise a single geographically and functionally integrated project for residential rental property, as evidenced by the ownership, management, accounting and operation of the Project. (g)No dwelling unit in any building in the Project shall be occupied by the Borrower unless the building contains five or more dwelling units, in which case one unit may be occupied by the Borrower or by persons related to or affiliated with the Borrower such as a resident manager or maintenance personnel. Subject to the foregoing limitation, one unit in the Project may be occupied by resident managers or maintenance personnel. (h)Should involuntary noncompliance with the provisions of Section 1.103-8(b) of the Regulations be caused by fire, seizure, requisition, foreclosure, transfer of title by deed in lieu of foreclosure, change in a federal law or an action of a federal agency after the Closing Date which prevents the Governmental Lender from enforcing the requirements of the Regulations, or condemnation orsimilar event, the Borrower covenants that, within a “reasonable period” determined in accordance with the Regulations, and subject to the provisions of the Funding Loan Agreement, the Borrower Loan Agreementand the Junior Loan Agreement, it will either prepay the Project Loansand cause the Tax-Exempt Obligations to be prepaid or redeemed, as applicable, or apply any proceeds received as a result of any of the preceding events to reconstruct the Project to meet the requirements of Section 142(d) of the Code and the Regulations. (i)The Borrower shall not discriminate on the basis of race, religion, creed, color, ethnic group identification, sex, sexual preference, source of income (e.g. AFDC, SSI), mental or physical disability, national origin or marital status in the rental, lease, use or occupancy of the Project or in connection with the employment or application for employment of persons for the operation and management of the Project. (j)Following the expiration or termination of the Qualified Project Period, Low Income Units and Very Low Income Units shall remain available to the Low Income Tenants and Very Low Income Tenants then occupying such units at the date of expiration or termination of the Qualified Project Period at a rent not greater than the rentdetermined pursuant to Section4(a)(i) and (ii) below until the earliest of any of the following occurs: (i)The household’s income exceeds 140 percent of the income at which such household would qualify as a Low Income Tenant or Very Low Income Tenant, applicable. (ii)The household voluntarily moves or is evicted for “good cause.” For these purposes, “good cause” means the nonpayment of rent or allegation of facts necessary to prove major, or repeated minor, violations of material provisions of the lease agreement which 2016-03-08 Agenda Packet Page 342 10 detrimentally affect the health and safety of other persons or the structure, the fiscal integrity of the Project, or the purposes or special programs of the Project. (iii)Sixty (60) years after the commencement of the Qualified Project Period. (iv)The Borrower pays the relocation assistance and benefits to such Low Income Tenants or Very Low Income Tenants, as applicable, as provided in Section7264(b) of the Government Code of the State of California. (k)The Governmental Lender may but shall not be required to monitor the Borrower’s compliance with the provisions of subparagraph (j) above. Section 4.Low and Very Low Income Units. (a) Pursuant to the requirements of Section142(d) of the Code and applicable provisions of the Act, the Borrower hereby represents, as of the date hereof, and warrants, covenants and agrees as follows: (i)During the Qualified Project Period, not less than thirteen(13)of the units in the Project shall be designated as Very Low Income Units, as set forth in ExhibitA to the CDLAC Resolution,and shall be continuously occupied by or held available for occupancy by Very Low Income Tenants at monthly rents paid by tenants which do not exceed one-twelfth of the amount obtained by multiplying 30% times 50% of the Median Income for the Area, as adjusted for household size utilizing the percentages set forth above under the definition of Very Low Income Tenant less a reasonable deduction for utilities paid by the tenant as determined by the Issuer and assuming (solely for purposes of the above-described limit on the amount of monthly rent, and not for purposes of determining whether individuals or families are Very Low Income Tenants for purposes of Section 142(d) of the Code), the following unit sizes and household sizes: Unit Size Household Size One Bedroom Two Persons Two Bedrooms Three Persons Three Bedrooms Four Persons Such Very Low Income Units shall be of comparable quality and offer a range of sizes and number of bedrooms comparable to those units which are available to other tenants and shall be distributed throughout the Project. A unit occupied by a Very Low Income Tenant who at the commencement of the occupancy is a Very Low Income Tenant shall be treated as occupied by a Very Low Income Tenant until a recertification of such tenant’s income in accordance with Section4(c)(i) below demonstrates that such tenant no longer qualifies as a Very Low Income Tenant and thereafter such unit shall be treated as any residential unit of comparable or smaller size in the Project occupied by a new resident other than a Very Low Income Tenant. Moreover, a unit previously occupied by a Very Low Income Tenant and then vacated shall be considered occupied by a Very Low Income Tenant until reoccupied, other than for a temporary period, at which time the character of the unit shall be redetermined. In no event shall such temporary period exceed thirty-one (31) days. (ii)In addition to the Very Low Income Units set aside under paragraph (i) above, during the Qualified Project Period not less than another one hundred nine(109)of the units in the Project shall be designated as Low Income Units, as set forth in ExhibitA tothe CDLAC 2016-03-08 Agenda Packet Page 343 11 Resolution,and shall be continuously occupied by or held available for occupancy by Low Income Tenants at monthly rents which do not exceed one-twelfth of the amount obtained by multiplying 30% times 60% of the Median Income for the Area, as adjusted for household size utilizing the percentages set forth above under the definition of Low Income Tenant less a reasonable deduction for utilities paid by the tenant as determined by the Issuer and assuming (solely for purposes of the above-described limit on the amount of monthly rent, and not for purposes of determining whether individuals or families are Low Income Tenants for purposes of Section 142(d) of the Code), the following unit sizes and household sizes: Unit Size Household Size One Bedroom Two Persons Two Bedrooms Three Persons Three Bedrooms Four Persons Such Low Income Units shall be of comparable quality and offer a range of sizes and number of bedrooms comparable to those units which are available to other tenants and shall be distributed throughout the Project. A unit occupied by a Low Income Tenant who at the commencement of the occupancy is a Low Income Tenant shall be treated as occupied by a Low Income Tenant until a recertification of such tenant’s income in accordance with Section4(c)(ii) below demonstrates that such tenant no longer qualifies as a Low Income Tenant and thereafter such unit shall be treated as any residential unit of comparable or smaller size in the Project occupied by a new resident other than a Low Income Tenant. Moreover, a unit previously occupied by a Low Income Tenant and then vacated shall be considered occupied by a Low Income Tenant until reoccupied, other than for a temporary period, at which time the character of the unit shall be redetermined. In no event shall such temporary period exceed thirty-one (31) days. (b)Immediately prior to a Very Low Income Tenant’s occupancy of a Very Low Income Unit and a Low Income Tenant’s occupancy of a Low Income Unit, the Borrower will obtain and maintain on file an Income Certification from each Very Low Income Tenant occupying a Very Low Income Unit and each Low Income Tenant occupying a Low Income Unit, dated immediately prior to the initial occupancy of such Very Low Income Tenant or Low Income Tenant, as applicable, in the Project. In addition, the Borrower will provide such further information as may be required in the future by the State of California, the Governmental Lender, the Act, Section142(d) of the Code and the Regulations, as the same may be amended from time to time, or in such other form and manner as may be required by applicable rules, rulings, policies, procedures or other official statements now or hereafter promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service with respect to obligations issued under Section142(d) of the Code. The Borrower shall verify that the income provided by an applicant is accurate by taking one or more of the following steps as a part of the verification process: (1)obtain a federal income tax return for the most recent tax year, (2)obtain a written verification of income and employment from the applicant’s current employer, (3)if an applicant is unemployed or did not file a tax return for the previous calendar year, obtain other verification of such applicant’s income satisfactory to the Governmental Lender or (4)such other information as may be reasonably requested by the Governmental Lender. 2016-03-08 Agenda Packet Page 344 12 Copies of the most recent Income Certifications for Low Income Tenants and Very Low Income Tenants shall be attached to the annual report to be filed with the Governmental Lender as required in (d) below. (c)(i)Immediately prior to the first anniversary date of the occupancy of a Very Low Income Unit by one or more Very Low Income Tenants, and on each anniversary date thereafter, the Borrower shall recertify the income of the occupants of each Very Low Income Unit by obtaining a completed Income Certification based upon the current income of each occupant of the unit. In the event the recertification demonstrates that such household’s income exceeds 140% of the income at which such household would qualify as Very Low Income Tenants, such household will no longer qualify as Very Low Income Tenants, and to the extent necessary to comply with the requirements of Section4(a)(i) above, the Borrower will rent the next available unit of comparable or smaller size to one or more Very Low Income Tenants. No tenants shall be denied continued occupancy in the Project because, after occupancy, their income increases to make them no longer qualify as Very Low Income Tenants. (ii)Immediately prior to the first anniversary date of the occupancy of a Low Income Unit by one or more Low Income Tenants, and on each anniversary date thereafter, the Borrower shall recertify the income of the occupants of each Low Income Unit by obtaining a completed Income Certification based upon the current income of each occupant of the unit. In the event the recertification demonstrates that such household’s income exceeds 140% of the income at which such household would qualify as Low Income Tenants, such household will no longer qualify as Low Income Tenants and to the extent necessary to comply with the requirements of Section4(a)(ii) above, the Borrower will rent the next available unit of comparable size to one or more Low Income Tenants. (d)Upon commencement of the Qualified Project Period, and within ten days of the last day of each year thereafter during the term of this Regulatory Agreement, the Borrower shall advise the Governmental Lender of the status of the occupancy of the Project by delivering to the Governmental Lender a Certificate of Continuing Program Compliance (with a copy to the Funding Lender). (e)The Borrower shall maintain complete and accurate records pertaining to the Low Income Units and Very Low Income Units, and shall permit any duly authorized representative of the Governmental Lender, the Funding Lender, the Department of the Treasury or the Internal Revenue Service to inspect the books and records of the Borrower pertaining to the Project, including those records pertaining to the occupancy of the Low Income Units and Very Low Income Units. (f)The Borrower shall submit to the Secretary of the Treasury annually on the anniversary date of the start of the Qualified Project Period, or such other date as is required by the Secretary, a certification that the Project continues to meet the requirements of Section142(d) of the Code, and shall provide a copy of such certification to the Governmental Lender and the Funding Lender. (g)The Borrower shall accept as tenants on the same basis as all other prospective tenants, persons who are recipients of federal certificates or vouchers for rent subsidies pursuant to the existing program under Section8 of the United States Housing Act of 1937, or its successor. The Borrower shall not apply selection criteria to Section8 certificate or voucher holders that are more burdensome than criteria applied to all other prospective tenants. The Borrower shall not collect any 2016-03-08 Agenda Packet Page 345 13 additional fees or payments from a Low Income Tenant or a Very Low Income Tenant except security deposits or other deposits required of all tenants. The Borrower shall not collect security deposits or other deposits from Section8 certificate or voucher holders in excess of those allowed under the Section8 Program. The Borrower shall not discriminate against applicants for Low Income Units or Very Low Income Units on the basis of source of income (i.e., AFDC or SSI), and the Borrower shall consider a prospective tenant’s previous rent history of at least one year as evidence of the ability to pay the applicable rent (ability to pay shall be demonstrated if an applicant can show that the same percentage or more of the applicant’s income hasbeen paid for rent in the past as will be required to be paid to rent the Very Low Income Unit to be occupied). (h)Each lease pertaining to a Low Income Unit or Very Low Income Unit shall contain a provision to the effect that the Borrower has relied on the Income Certification and supporting information supplied by the applicant in determining qualification for occupancy of the Low Income Unit or Very Low Income Unit, as applicable, and that any material misstatement in such certification (whether or not intentional) will be cause for immediate termination of such lease. Each lease will also contain a provision that failure to cooperate with the annual recertification process reasonably instituted by the Borrower pursuant to Section4(c) above may, at the option of the Borrower, disqualify the unit as a Low Income Unit or Very Low Income Unit, as applicable, or provide grounds for termination of the lease. (i)Prior to the Closing Date, the Borrower agrees to provide to the Governmental Lender a copy of the form of application and lease to be provided to prospective Low Income Tenants and Very Low Income Tenants. The term of the lease shall be not less than thirty (30) days. (j)To the extent required by law, notwithstanding the termination of the Qualified Project Period, the rent of “in-place” Low Income Tenants and Very Low Income Tenants at the conclusion of the Qualified Project Period will continue to be governed by the applicable affordability restrictions in this Section4, so long as those tenants continue tolive in the Project. The foregoing shall not prevent the Borrower from terminating a tenant’s occupancy in accordance with the terms of such tenant’s lease or from declining to extend such tenant’s lease. Section 5.Tax Status of the Tax-Exempt Obligations. The Borrower and the Governmental Lender each hereby represents, as of the date hereof, and warrants, covenants and agrees that: (a)It will not knowingly take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the exclusion from gross income for federal income tax purposes or the exemption from California personal income taxation of the interest on the Tax-Exempt Obligations and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof; (b)It will take such action or actions as may be necessary, in the written opinion of Tax Counsel filed with the Governmental Lender and the Funding Lender, to comply fully with the Act and all applicable rules, rulings, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service pertaining to obligations issued under Section142(d) of the Code to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on theTax-Exempt Obligations; and 2016-03-08 Agenda Packet Page 346 14 (c)The Borrower, at the Borrower’s expense, will file of record such documents and take such other steps as are necessary, in the written opinion of Tax Counsel filed with the Governmental Lender and the Funding Lender, in order to insure that the requirements and restrictions of this Regulatory Agreement will be binding upon all owners of the Project, including, but not limited to, the execution and recordation of this Regulatory Agreement in the real property records of the County of San Diego. The Borrower hereby covenants to notify any subsequentowner of the Project of the requirements and restrictions contained in this Regulatory Agreement in any documents transferring any interest in the Project to another person to the end that such transferee has notice of such restrictions, and to obtain theagreement from any transferee to abide by all requirements and restrictions of this Regulatory Agreement; provided that the covenants contained in this paragraph shall not apply to any transfer of the Project by foreclosure, deed in lieu of foreclosure orcomparable conversion of the Borrower Loan. Section 6.Modification of Special Tax Covenants. The Borrower and the Governmental Lender hereby agree as follows: (a)To the extent any amendments to the Act, the Regulations or the Code shall, in the written opinion of TaxCounsel filed with the Governmental Lender and the Funding Lender, impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement which must be complied with in order to maintain the exclusion from gross income for federal income tax purposes of interest on theTax-Exempt Obligations, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements following delivery of written notice thereof to Borrower. (b)To the extent any amendments to the Act, the Regulations or the Code shall, in the written opinion of Tax Counsel filed with the Governmental Lender and the Funding Lender, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended to conform in whole or in part to such changed requirements should the Governmental Lender, in its sole discretion, determine that such requirements should be made applicable to the Project. (c)The Borrower and the Governmental Lender shall execute, deliver and, if applicable, file of record any and all documents and instruments, necessary to effectuate the intent of this Section6, and the Borrower hereby appoints the Governmental Lender as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower any such document or instrument (in such form as may be approved in writing by Tax Counsel)if the Borrower defaults in the performance of its obligations under this subsection (c); provided, however, that the Governmental Lender shall take no action under this subsection (c) without first notifying the Borrower or and without first providing the Borrower an opportunity to comply with the requirements of this Section6. Section 7.Indemnification. The Borrower hereby releases the Governmental Lender, the Funding Lender, their officers and employees from, and covenants and agrees to indemnify, hold harmlessand defend the Governmental Lender, the Funding Lender, the Fiscal Agent, the Junior Trustee, their officers, members, directors, officials, agents and employees and each of them (collectively the “Indemnified Parties,” and, individually an “Indemnified Party”) from and against, any and all claims, losses, costs, damages, demands, expenses, taxes, suits, judgments, actions and 2016-03-08 Agenda Packet Page 347 15 liabilities of whatever nature, joint or several (including, without limitation, costs of investigation, reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement, and amounts paid to discharge judgments), made directly or indirectly (a) by or on behalf of any person arising from any cause whatsoever in connection with transactions contemplated hereby or otherwise in connection with the Project, the Project Loans, the Tax-Exempt Obligations or the execution or amendment of any document relating thereto; (b) arising from any cause whatsoever in connection with the approval of financing for the Project, the making of the Funding Loan or the Project Loansor otherwise; (c) arising from any act or omission of the Borrower or any of its agents, servants, employees or licensees, in connection with the Funding Loan or the Project Loansor the Project; (d) arising in connection with the issuance and sale, resale or reissuance of the Tax-Exempt Obligations or any interest therein or any certifications or representations made by any person (other than the Governmental Lender or the party seeking indemnification in connection therewith) or the carrying out by the Borrower of any of the transactions contemplated by the Funding Loan, the Project Loans, theTax-Exempt Obligations, the Construction Funding Agreement, the Borrower Loan Agreement, the Funding Loan Agreement, the Junior Indenture, the Junior Loan Agreementor this Regulatory Agreement; (e) arising inconnection with the operation of the Project, or the conditions, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, construction or equipping of, the Project or any part thereof; and (f) arising out of or in connection with the Funding Lender’s exercise of its powers or duties under the Construction Funding Agreement, the Funding Loan Agreement, this Regulatory Agreement or any other agreements in connection therewith to which it is a party. This indemnification shall extend to and include, without limitation, all reasonable costs, counsel fees, expenses and liabilities incurred in connection with any such claim, or proceeding brought with respect to such claim, except (i) in the case of the foregoing indemnification of the Funding Lender and/or Fiscal Agent and/or Junior Trustee or any of its Indemnified Parties, to the extent such damages are caused by the negligence or willful misconduct of such Person and (ii)in the case of the foregoing indemnification of the Governmental Lender or any of its Indemnified Parties to the extent such damages are caused by the willful misconduct of such Person. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Borrower, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel selected by the Indemnified Party and approved by the Borrower (which approval shall not be unreasonably withheld); and the Borrower shall assume the payment of all reasonable fees and expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that the Governmental Lender shall have the right to review and approve or disapprove any such compromise or settlement. The Borrower specifically acknowledges and agrees that it has an immediate and independent obligation to defend each Indemnified Party from any claim which actually or potentially falls within this Section7 even if such claim is or may be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to the Borrower by any Indemnified Party and continues at all times thereafter. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and the Borrower shall pay the reasonable fees and expenses of such separate counsel; provided, however, that unless such separate counsel is employed with the approval of the Borrower, which approval shall not be unreasonably withheld, the Borrower shall not be required to pay the fees and expenses of such separate counsel unless the Indemnified Party reasonably determines that a conflict exists between the interests of the Borrower and such Indemnified Party, in which case the Borrower shall pay the reasonable fees and expenses of such separate counsel. 2016-03-08 Agenda Packet Page 348 16 The Borrower also shall pay and discharge and shall indemnify and hold harmless the Governmental Lender and the Funding Lender from (i) any lien or charge upon payments by the Borrower to the Governmental Lender,the Funding Lender, the Fiscal Agent and Trusteehereunder arising out of Borrower’s actions or inactions and (ii) any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges in respect of any portion of the Project. If any such claim is asserted, or any such lien or charge upon payments, or any such taxes, assessments, impositions or other charges, are sought to be imposed, the Governmental Lender shall give prompt notice to the Borrower, and the Borrower shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion. Notwithstanding any transfer of the Project to another owner in accordance with the provisions of Section10 of this RegulatoryAgreement, the Borrower shall remain obligated to indemnify the Indemnified Parties pursuant to this Section7 for all claims arising from events occurring prior to such transfer, unless at the time of transfer the Governmental Lender has consented to indemnification under this Section7 from such subsequent ownerfor all claims arising from events occurring prior to such transfer. If the Governmental Lender has consented to any transfer of the Project in accordance with the provisions of Section10 of this Regulatory Agreement, the Borrower shall not be obligated to indemnify the Indemnified Parties pursuant to this Section7 for actions or inactions of the transferee arising after such transfer, but shall remain obligated to provide indemnity for claims related to actions or inactions occurring prior to such transfer. In addition to the foregoing, the Borrower will pay upon demand all of the fees and expenses paid or incurred by the Governmental Lender and/or the Funding Lender in enforcing the provisions hereof. The provisions of this Section7 shall survive the term of the Tax-Exempt Obligations and this Regulatory Agreement. The obligations of the Borrower under this Section are independent of any other contractual obligation of the Borrower to provide indemnity to the Indemnified Parties, and the obligation of the Borrower to provide indemnity hereunder shall not be interpreted, construed or limited in light of any other separate indemnification obligation of the Borrower. The Indemnified Parties shall be entitled simultaneously to seek indemnity under this Section and any other provision under which they are entitled to indemnity. Section 8.Consideration. The Governmental Lender has entered into the Funding Loan Agreement, the Borrower Loan Agreement, the Junior Indenture and Junior Loan Agreementand issued the Tax-Exempt Obligations to make the Project Loansto finance the Project, all for the purpose, among others, of inducing the Borrower to acquire, construct, equip and operate the Project. In consideration of the Governmental Lender entering into the Funding Loan Agreement, the Borrower Loan Agreement, the Junior Indenture and Junior Loan Agreementand issuing theTax- Exempt Obligations, the Borrower has entered into this Regulatory Agreement and has agreed to restrict the uses to which the Project can be put on the terms and conditions set forth herein. Section 9.Reliance. The Governmental Lender and the Borrower hereby recognize and agree that the representations, warranties, covenants and agreements set forth herein may be relied upon by all persons interested in the legality and validity of the Funding Loan Agreement, the Borrower Loan Agreement, the Junior Indenture and Junior Loan Agreementand theTax-Exempt 2016-03-08 Agenda Packet Page 349 17 Obligations, and in the exclusion from gross income for federal income tax purposes of interest on the Tax-Exempt Obligations and the exemption from California personal income taxation of the interest on theTax-Exempt Obligations. In performing their duties and obligations hereunder, the Governmental Lender may rely upon statements and certificates of the Borrower, the Low Income Tenants, the Very Low Income Tenants, and upon audits of the books and records of the Borrower pertaining to the Project. In addition, the Governmental Lender may consult with counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Governmental Lender under this Regulatory Agreement in good faith and in conformity with such opinion; provided, however, if there are conflicting opinions among the counsel selected by such parties, the opinion of Tax Counsel shall govern the interpretation and enforcement of this Regulatory Agreement. Section 10.Sale or Transfer of the Project. The Borrower intends to hold the Project for its own account, with the exception of a transfer of the Project to Borrower’s general partner or a third party following the end of the low income housing tax credit compliance period applicable to the Project, has no current plans to sell, transfer or otherwise dispose of the Project, and hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project, or any portion thereof (other than for individual tenant use as contemplated hereunder), without obtaining the prior written consent of the Governmental Lender (except as provided in the next succeeding paragraph of this Section 10), which consent shall not be unreasonably withheld, delayed or conditioned, and upon receipt by the Governmental Lender (except as provided in the second to last paragraph of this Section 10) of (i)such certifications as deemed necessary by the Governmental Lender to establish that the Borrower shall not be in default under this Regulatory Agreement or under the Project Loans Agreement or, if any such defaults exist, the purchaser or assignee undertakes to cure such defaults to the satisfaction of the Governmental Lender; (ii)a written instrument by which the Borrower’s purchaser or transferee has assumed in writing and in full the Borrower’s duties and obligations under this Regulatory Agreement, (iii)an opinion of counsel for the transferee that the transferee has duly assumed the obligations of the Borrower under this Regulatory Agreement and that such obligations and this Regulatory Agreement are binding on the transferee, (iv)documentation from the transferee reflecting the transferee’s experience or, should the transferee choose to have a property manager run the Project, a property manager’s experience with owning and/or operating multifamily housing projects such as the Project and with use and occupancy restrictions similar to those contained in this Regulatory Agreement, and (v)an opinion of Tax Counsel addressed to the Governmental Lender to the effect that such transfer will notcause interest on theTax-Exempt Obligations, to become includable in the gross income of the recipients thereof for federal income tax purposes. The Borrower shall not allow any non-profit entity, which is not as of the date hereof a general partner of the Borrower, to become a general partner of the Borrower nor release any non- profit entity which is a general partner of the Borrower as of the date hereof from the limited partnership without the prior written consent of an Authorized Officer of the Governmental Lender (which consent shall not be unreasonably withheld, delayed or conditioned). No transfer of the Project shall operate to release the Borrower from its obligations under this Regulatory Agreement with respect to any action or inaction taken prior to such transfer. Nothing contained in this Section10 shall affect any provision of the other Funding Loan Documents to which the Borrower is a party which requires the Borrower to obtain the consent of the Funding Lender as a precondition to sale, transfer or other disposition of, or any direct or indirect interest in, the Project or of any direct or indirect interest in the Borrower or which gives the Funding Lender the right to accelerate the maturity of the Borrower Loan made pursuant to the Borrower Loan Agreement, or to take some other similar action with respect to the Borrower Loan, upon the sale, 2016-03-08 Agenda Packet Page 350 18 transfer or other disposition of the Project. Notwithstanding anything contained in this Section10 to the contrary, neither the consent of the Governmental Lender nor the delivery of items (i) through (v) of the preceding paragraph shall be required in the case of a foreclosure or deed in lieu of foreclosure or comparable conversion of the Borrower Loan made pursuant to the Borrower Loan Agreement, whereby the Funding Lender or its designee, or a third party purchaser from the Funding Lender becomes the owner of the Project, and nothing contained in this Section10 shall otherwise affect the right of the Funding Lender or its designee, or any such third party purchaser to foreclose on the Project or to accept a deed in lieu of foreclosure or to effect a comparable conversion of the Borrower Loan made pursuant to the Borrower Loan Agreement. Consent of the Governmental Lender and delivery of items (i)through (v) of the preceding paragraph shall be required for any future transfer of the Project to be made subsequent to any transfer described in the preceding sentence. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section10 shall be null, void and without effect, shall cause a reversion of title to the Borrower, and shall be ineffective to relieve the Borrower of its obligations under this Regulatory Agreement. Not less than 30 days prior to consummating any sale, transfer or disposition of any interest in the Project, the Borrower shall deliver to the Governmental Lender a notice in writing explaining the nature of the proposed transfer. Section 11.Foreclosure. Notwithstanding anything contained in Section10 hereof to the contrary, neither the consent of the Governmental Lender nor the delivery of items (i) through (v) of the first paragraph of Section 10 hereof (the “Transfer Conditions”) shall be required in the case of a transferby foreclosure or deed in lieu of foreclosure, whereby the Funding Lender becomes the owner of the Project, and nothing contained in this Section11 shall otherwise affect the right of the Funding Lenderto foreclose on the Project or accept a deed in lieu of foreclosure. The Transfer Conditions shall be applicable to any subsequent transfer by the Funding Lender. Section 12.Term. This Regulatory Agreement and all and several of the terms hereof shall become effective upon its execution and delivery and shall remain in full force and effect during the Qualified Project Period, or for such longer period as is provided in Sections 3(j) and 7 above, and in the CDLAC Resolution referred to in Section26 below, it beingexpressly agreed and understood that the provisions hereof are intended to survive the retirement of the Tax-Exempt Obligations and expiration of the Borrower Loan Agreement, the Junior Indenture, the Junior Loan Agreement, the Project Loans, the Construction Funding Agreement and the Security Instrument. Notwithstanding any other provisions of this Regulatory Agreement to the contrary, this entire Regulatory Agreement, or any of the provisions or sections hereof, may be terminated prior to the expirationof the Qualified Project Period upon agreement by the Governmental Lender, the Funding Lender (if the Borrower Loan is still outstanding) and the Borrower only if there shall have been received by the Governmental Lender an opinion of Tax Counsel that such termination will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Tax-Exempt Obligations or the exemption from State personal income taxes of the interest on the Tax-Exempt Obligations. The terms of this Regulatory Agreement to the contrary notwithstanding (except as to the provisions of Section7 hereof), this Regulatory Agreement, and each and all of the terms hereof, shall terminate and be of no further force or effect in the event of an involuntary noncompliance by the Borrower with the provisions of this Regulatory Agreement caused by fire, seizure, requisition, change in a federal law or an action of a federal agency after the Closing Date which prevents the 2016-03-08 Agenda Packet Page 351 19 Governmental Lender and the Funding Lender from enforcing the provisions of this Regulatory Agreement, foreclosure on the Project or delivery of a deed in lieu of foreclosure or condemnation or a similar event, but only if within a reasonable period thereafter the Tax-Exempt Obligations are redeemed or retired or amounts received as a consequence of such event are used to provide a project that meets the requirements of the Code set forth in this Regulatory Agreement; provided, however, that the preceding provisions of this sentence shall ceaseto apply and the restrictions contained herein shall be reinstated if, at any time subsequent to the termination of such provisions as the result of the foreclosure on the Project or the delivery of a deed in lieu of foreclosure or a similar event, the Borrower or any Affiliated Party obtains an ownership interest in the Project for federal income tax purposes. Upon the termination of the terms of this Regulatory Agreement, the parties hereto agree to execute, deliver and record appropriate instruments ofrelease and discharge of the terms hereof; provided, however, that the execution and delivery of such instruments shall not be necessary or a prerequisite to the termination of this Regulatory Agreement in accordance with its terms. Section 13.Covenants to Run With the Land. The Borrower hereby subjects the Project (including the Project Site) to the covenants, reservations and restrictions set forth in this Regulatory Agreement. The Governmental Lender and the Borrower hereby declare their express intent that the covenants, reservations and restrictions set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Borrower’s successors in title to the Project; provided, however, that on the termination of this RegulatoryAgreement said covenants, reservations and restrictions shall expire. Each and every contract, deed or other instrument hereafter executed covering or conveying the Project or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instruments. Section 14.Burden and Benefit. The Governmental Lender and the Borrower hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the land in that the Borrower’s legal interest in the Project is rendered less valuable thereby. The Governmental Lender and the Borrower hereby further declare their understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Project by Low Income Tenants and Very Low Income Tenants and by furthering the public purposes for which the Tax-Exempt Obligations were issued. Section 15.Uniformity; Common Plan. The covenants, reservations and restrictions hereof shall apply uniformlyto the entire Project in order to establish and carry out a common plan for the use, development and improvement of the Project Site. Section 16.Enforcement. If the Borrower defaults in the performance or observance of any covenant, agreement or obligationof the Borrower set forth in this Regulatory Agreement, and if such default remains uncured for aperiod of 60 days after notice thereof shall have been given (i) by the Governmental Lender to the Funding Lender and the Borrower and Equity Investor or (ii) by the Funding Lender to the Governmental Lender and the Borrower and Equity Investor (provided, however, that the Governmental Lender may at its sole option extend such period if the Borrower provides the Governmental Lender and the Funding Lender with an opinion of Tax Counsel to the effect that such extension will not adversely affect the exclusion from gross income for federal income tax purposes of interest on theTax-Exempt Obligations), then the Governmental Lender may, or the Funding Lender, subject to the provisions of the Funding Loan Agreement and Construction Funding Agreement, may and at the direction of the Governmental Lender shall, declare an “Event of 2016-03-08 Agenda Packet Page 352 20 Default” to have occurred hereunder and shall provide written notice thereof to the Borrower and the Equity Investor and the Governmental Lender or the Funding Lender, as applicable, and,at its option may take any one or more of the following steps: (i)by mandamus or othersuit, action or proceeding at law or in equity, require the Borrower to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of the rights of the Governmental Lender or the Funding Lender hereunder; (ii)have access to and inspect, examine and make copies of all of the books and records of the Borrower pertaining to the Project; or (iii)takesuch other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Borrower hereunder. The Borrower hereby agrees that specific enforcement of the Borrower’s agreements contained herein is the only means by which the Governmental Lender may fully obtain the benefits of such agreements made by the Borrower herein, and the Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Borrower hereunder. The Funding Lender shall have the right, in accordance with this Section 20 and subject to the provisions of Section 2.2 of the Funding Loan Agreement, to exercise any or all of the rights or remedies of the Governmental Lender hereunder; provided that prior to taking any such act the Funding Lender shall give the Governmental Lender written notice of its intended action. All fees, costs and expenses of the Funding Lender (including, without limitation, reasonable attorneys fees) incurred in taking any action pursuant to this Section 20 shall be the sole responsibility of the Borrower. Notwithstanding anything contained in this Regulatory Agreement or the Funding Loan Agreement to the contrary, the occurrence of an Event of Default under this Regulatory Agreement shall not be deemed, under any circumstances whatsoever, to be a default under the other Funding Loan Documents or Junior Loan Agreement except as may be otherwise specified in the other Funding Loan Documentsor Junior Loan Agreement. The parties hereto agree that the maturity date of the Borrower Loan may be accelerated solely by the Funding Lender upon the occurrence of a default, after the expiration of any notice, grace or cure periods, on the part of the Borrower under the Borrower Loan Documents in accordance with their respective terms and for no other reason. The Governmental Lender may not, upon the occurrence of an event of default under this Regulatory Agreement, seek, in any manner, to foreclose on the Security Instrument, to cause the Funding Lender to cause a prepayment of the Governmental Lender Note or Junior Bonds or to declare the principal of the Governmental Lender Note or Junior Bonds and the interest accrued on the Governmental Lender Note to be immediately due and payable or to cause the Funding Lender to take any action under any of the Funding Loan Documents or any other documents which action would or could have the effect of achieving any one or more of the actions, events or results described above. The occurrence of an Event of Default under this Regulatory Agreement shall not impair, defeat or render invalid the lien of the Security Instrument. 2016-03-08 Agenda Packet Page 353 21 The rights of the Funding Lender under this Section are in addition to all rights conferred upon the Funding Lender under the Funding Loan Agreement and the other Funding Loan Documents and in no way limit those rights. Section 17.Recording and Filing. The Borrower shall cause this Regulatory Agreement and all amendments and supplements hereto and thereto, to be recorded and filed in the real property records of the County of San Diego and in such other places as the Governmental Lender may reasonably request. The Borrower shall pay all fees and charges incurred in connection with any such recording. Section 18.Payment of Fees. The Borrower hereby agrees to pay or shall cause the Fiscal Agent and/or Junior Trustees to pay all reasonable costs and expenses of the Governmental Lender in connection with the Tax-Exempt Obligations and the financing of the Project as such costs and expenses become due and payable upon the receipt of written invoices verifying such costs and expenses. Onthe Closing Date, the Governmental Lender shall be paid a one-time fee equal to 0.125% of the maximum amount of theTax-Exempt Obligations. Thereafter, the Borrower shall pay or shall cause the Fiscal Agent to pay to the Governmental Lender the Governmental Lender Fee on March1 of each year throughout the term of the Regulatory Agreement, commencing March1, 2017, in an amount equal to 0.125% of the original maximum principal amount of the Tax-Exempt Obligations until the end of the Qualified Project Period. Notwithstanding any prepayment of the Borrower Loan and notwithstanding a discharge of the Funding Loan Agreement,the Borrower Loan Agreement,the Junior Indenture and the Junior Loan Agreement,throughout the term of this Regulatory Agreement, the Borrower shall continue to pay to the Governmental Lender the Governmental Lender Fee, and, in the event of default, shall also pay to the Governmental Lender and to the Funding Lender reasonable compensation for any services rendered by either of them hereunder and reimbursement for all expenses reasonably incurred by either of them in connection therewith. The fee payable to the Governmental Lender referenced in this section shall in no way limit amounts payable by the Borrower under Section 7 hereof, or arising after an Event of Default in connection with the Governmental Lender’s or the Funding Lender’s enforcement of the provisions of this Regulatory Agreement. The fee payable to the Governmental Lender referenced in this section includes any fee tobe paid by the Governmental Lender to any entity which administers the Project. In the event that the Tax-Exempt Obligations are redeemed or prepaid, as applicable, in part or in full prior to the end of the term of this Regulatory Agreement, the Governmental Lender Fee for the remainder of the term of this Regulatory Agreement shall continue to be payable to the Governmental Lender for the number of years remaining in the Qualified Project Period. However, at the option of the Governmental Lender, the Governmental Lender may elect to have the Governmental Lender Fee paid by the Borrower at the time of the final prepayment of the Tax- Exempt Obligations in a lump sum amount equal to the present value (based on a discount rate equal to the yield on theTax-Exempt Obligations, as determined by the Governmental Lender at the time of prepaymentof the Governmental Lender Note and Junior Trustee at the time of prepayment of the Junior Bonds) of the Governmental Lender Fee for the number of years remaining in the Qualified Project Period under this Regulatory Agreement. 2016-03-08 Agenda Packet Page 354 22 Section 19.Governing Law. This Regulatory Agreement shall be governed by the laws of the State of California. Section 20.Amendments. Except as provided in Section6(a) hereof, this Regulatory Agreement shall be amended by a written instrument executed by the parties hereto or their successors in title, and duly recorded in the real property records of the County of San Diego. Any amendment to this Regulatory Agreement shall be accompanied by an opinion of Tax Counsel to the effect that such amendment will not adversely affect the exclusion from gross income for federal income tax purposes of interest on theTax-Exempt Obligations. Section 21.Notice. All notices, certificates or other communications shall be sufficiently given and shall be deemed given on the date personally delivered or on the second day following the date on which the same have been mailed by certified mail, return receipt requested, postage prepaid, addressed as follows: Governmental Lender:Chula Vista Housing Authority 276 Fourth Avenue Chula Vista, California 91910 Attention: Housing Manager Telephone: (619) 691-5263 With a copy to:Chula Vista Housing Authority 276 Fourth Avenue Chula Vista, California 91910 Attention: City Attorney Telephone: (619) 691-5037 Borrower:G Street SeniorsCIC, LP c/o Chelsea Investment Corporation 5993 Avenida Encinas, Suite 101 Carlsbad, California 92008 Attention: Tim Baker With a copy to:Cox, Castle & Nicholson 50California Street, Suite 3200 San Francisco, California94111 Attention: Ofer Elitzur And a copy to:CIC Opportunities Fund II LLC c/o Chelsea Investment Corporation 5993 Avenida Encinas, Suite 101 Carlsbad, CA 92008 Attention: James J. Schmid And a copy to:Odu & Associates, P.C. 250 S. Pasadena Ave. #2082 Attention: Nkechi Odu 2016-03-08 Agenda Packet Page 355 23 Equity Investor:Raymond James California Housing Opportunities Fund V L.L.C. c/o Raymond James Tax Credit Funds, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Attention: Steven Kropf Telephone: (727) 567-4800 Facsimile: (727) 567-8455 With a copy to:Bocarsly, Emden Cowan Esmail & Arndt 633 W. Fifth Street, 64th Floor Los Angeles, California 90071 Attention: Kyle Arndt Funding Lender:Citibank, N.A. 390 Greenwich Street, 2nd Floor New York, New York 10013 Attention: Transaction Management Group Deal ID #____________ Any of the foregoing parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates, documents or other communications shall be sent. Copies of notices sent by any party hereto shall be sent concurrently to each of the parties listed above. So long as the Funding Loan Agreement and/or Junior Loan Agreement arein effect, the Government Lender shall provide the Fiscal Agent and/or Junior Trustee, as applicable, with notice of any termination of this Regulatory Agreement, or any amendments, supplements or modifications of this Regulatory Agreement which affect the payment terms of the Governmental Lender Fee. Section 22.Severability. If any provision of this Regulatory Agreement shall be invalid, illegalor unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. Section 23.Multiple Counterparts. This Regulatory Agreement may be executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. Section 24.Compliance by Borrower. The Funding Lender shall not be responsible for monitoring or verifying compliance by the Borrower with its obligations under this Regulatory Agreement. Section 25.Obligation of Borrower; Limitations on Recourse to Borrower. Notwithstanding any provisions of this Regulatory Agreement to the contrary, all obligations of the Borrower under this Regulatory Agreement for the payment of money and all claims for damages against the Borrower occasioned by breach or alleged breach by the Borrower of its obligations under this Regulatory Agreement, including indemnification obligations, shall not be secured by or in any manner constitute a lien on the Project and no person shall have the right to enforce such obligations other than directly against the Borrower without recourse to the Project, and all such obligations shall be subordinate in priority, in right to payment and in all other respects to the obligations, liens, rights 2016-03-08 Agenda Packet Page 356 24 (including without limitation the right to payment) and interests arising or created under the Loan Documents. Except as otherwise provided in Section7 of this Regulatory Agreement, no subsequent owner of the Project shall be liable or obligated for the breach or default of any obligation of any prior owner of the Project (including the Borrower) under this Regulatory Agreement. Such obligations shall be the obligations of the Person who was the owner of the Project at the time the default or breach was alleged to have occurred, and such Person shall remain liable for any and all damages occasioned by the default or breach even after such Person ceases to be the owner of the Project. The following obligations of the Borrower shall,subject to the limitations set forth in the preceding paragraph, and Section16 of this Regulatory Agreement, be and remain the joint and several full recourse obligations of the Borrower and each general partner of the Borrower (other than any nonprofit general partner): (i)the Borrower’s obligations to the Governmental Lender and the Funding Lender and the Borrower’s obligationto pay any and all rebate amounts that may be owed with respect to theTax-Exempt Obligations; and (ii)the Borrower’s obligations underSection7 of this Regulatory Agreement. Section 26.CDLAC Requirements. The acquisition, construction, equipping and operation of the Project and the financing thereof are and shall be in compliance with the conditions set forth in Exhibit A to the CDLAC Resolution,a copy of which is attached hereto as Exhibit D, which conditions are incorporated herein by reference and are made a part hereof. The Governmental Lender shall monitor and enforce the Borrower’s compliance with the provisions of this Section 26. In addition, Borrower shall cooperate with the Government Lender’s reporting requirements and utilize such forms, software, websites and third-party vendors as may be required by the Governmental Lender in its monitoring efforts. The Borrower shall prepare and submit to CDLACannually by February1 of each year following the Closing Date, and on such other date as is reasonably requested by CDLAC, a Certificate of Compliance in substantially the form attached hereto as Exhibit E, executed by an authorized representative of the Borrowerand the form of CDLAC public benefits certification in the form attached hereto as Exhibit F. CDLAC shall be a third-party beneficiary of this Regulatory Agreement solely for purposes of enforcing the terms of the CDLAC Resolution. CDLAC shall have the right to enforce the terms of the CDLAC Resolution through an action for specific performance or any other available remedy; provided, however, that CDLAC shall not take any action or enforce any remedy that would be materially adverse to the interests of the holders of the Tax-Exempt Obligations and any such action or enforcement shall otherwise be subject to the terms, conditions and limitations applicable to the enforcement of remedies under this Regulatory Agreement. Section 27.Damage, Destruction or Condemnation of the Property. In the event that the Property is damaged or destroyed or title to the property, or any part thereof, is taken through the exercise or the threat of the exercise of the power of eminent domain, the Borrower shall comply with all applicable requirements of the Security Instrument,the other Borrower Loan Documentsand the Junior Loan Agreement. Section 28.Third-Party Beneficiaries. The parties to this Regulatory Agreement recognize and agree that the terms of this Regulatory Agreement and the enforcement of those terms are essential to the security of the Funding Lender and are entered into for the benefit of the Funding 2016-03-08 Agenda Packet Page 357 25 Lender. The Funding Lender shall have contractual rights in this Regulatory Agreement and shall be entitled(but not obligated) to enforce, separately or jointly with the Governmental Lender, or to cause the Governmental Lender to enforce, the terms of this Regulatory Agreement. The Funding Lender, the Fiscal Agent and Junior Trustee areintended to be and shall be third-party beneficiaries of this Regulatory Agreement, and the Funding Lender shall have the right (but not the obligation) to enforce the terms of this Regulatory Agreement insofar as this Regulatory Agreement sets forth obligations of the Borrower. [The rest of this page intentionally left blank] 2016-03-08 Agenda Packet Page 358 S-1 Regulatory Agreement Volta Apartment Homes IN WITNESS WHEREOF, the Governmental Lender and the Borrower have executed this Regulatory Agreement by duly authorized representatives, allas of the date first written hereinabove. CHULA VISTA HOUSING AUTHORITY By: Mary Casillas Salas Executive Director ATTEST: By: Donna Norris Secretary 2016-03-08 Agenda Packet Page 359 S-2 Regulatory Agreement Volta Apartment Homes “BORROWER” G STREET SENIORSCIC, LP, a California limited partnership By:Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its Managing General partner By: Robert W. Laing, Executive Director/President By:CIC G Street Seniors, LLC, a California limited liability company, its Administrative General Partner By:Chelsea Investment Corporation, a California corporation, its Manager By: Cheri Hoffman, President 2016-03-08 Agenda Packet Page 360 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) )ss. COUNTY OF _______________) On ___________________ before me, ____________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal SIGNATURE OF NOTARY PUBLIC 2016-03-08 Agenda Packet Page 361 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) )ss. COUNTY OF _______________) On ___________________ before me, ____________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the lawsof the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal SIGNATURE OF NOTARY PUBLIC 2016-03-08 Agenda Packet Page 362 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) )ss. COUNTY OF _______________) On ___________________ before me, ____________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal SIGNATURE OF NOTARY PUBLIC 2016-03-08 Agenda Packet Page 363 A-1 EXHIBIT A LEGAL DESCRIPTION All that certain real property situated in the County of San Diego, State of California, described as follows: [TO COME] 2016-03-08 Agenda Packet Page 364 B-1 EXHIBIT B CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE The undersigned, ____________________, being duly authorized to execute this certificate on behalf of G STREET SENIORSCIC, LP, a California limited partnership (the “Borrower”), hereby represents and warrants that: 1.The undersigned has read and is thoroughly familiar with the provisions of the following documents associated with the Borrower’s participation in the Chula Vista Housing Authority’s (the “Governmental Lender”) issuance of the Chula Vista Housing Authority Multifamily Housing Revenue Note (VoltaApartment Homes) Series 2016B-1 and Junior Multifamily Housing Revenue Bonds (VoltaApartment Homes) Series 2016B-2, such documents including: (a)the Regulatory Agreement and Declaration of Restrictive Covenants (the “Regulatory Agreement”) dated as of March1, 2016, by and between the Borrower and the Governmental Lender; (b)the Borrower Notes, each dated March__, 2016 from the Borrower to the Governmental Lender representing the Borrower’s obligation to repay the Project Loans. 2.As of the date of this certificate, the following percentages of residential units in the Project (i)are occupied by Low Income Tenants and Very Low Income Tenants (assuch terms are defined in the Regulatory Agreement) or (ii)are currently vacant and being held available for such occupancy and have been so held continuously since the date a Low Income Tenant or Very Low Income Tenant, as applicable, vacated such unit;as indicated: Studio1 Bedroom2 Bedrooms3 BedroomsTotal Occupied by Low Income Tenants:% Unit Nos.:_____________________ Held vacant for occupancy continuously since last occupied by a Low Income Tenant:% Unit Nos.:_____________________ Studio1 Bedroom2 Bedrooms3 BedroomsTotal Occupied by Very Low Income Tenants: % Unit Nos.:_____________________ Held vacant for occupancy continuously since last occupied by a Very Low Income Tenant: % Unit Nos.:_____________________ 3.The Borrower hereby certifies that the Borrower is not in default under any of the terms of the above documents and no event has occurred which, with the passage of time, would constitute an Event of Default thereunder, with the exception of the following [state actions being taken to remedy default]. 2016-03-08 Agenda Packet Page 365 B-2 G STREET SENIORSCIC, LP, a California limited partnership By:Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its Managing General partner By: Robert W. Laing, Executive Director/President By:CIC G Street Seniors, LLC, a California limited liability company, its Administrative General Partner By:Chelsea Investment Corporation, a California corporation, its Manager By: Cheri Hoffman, President 2016-03-08 Agenda Packet Page 366 C-1 EXHIBIT C INCOME COMPUTATION AND CERTIFICATION A current version of the CTCAC form may be downloaded from the State Treasurer’s website at the following link: http://www.treasurer.ca.gov/ctcac/compliance/tic.pdf. 2016-03-08 Agenda Packet Page 367 C-2 2016-03-08 Agenda Packet Page 368 C-3 2016-03-08 Agenda Packet Page 369 C-4 2016-03-08 Agenda Packet Page 370 C-5 2016-03-08 Agenda Packet Page 371 C-6 2016-03-08 Agenda Packet Page 372 C-7 2016-03-08 Agenda Packet Page 373 C-8 2016-03-08 Agenda Packet Page 374 D-1 EXHIBIT D CDLAC RESOLUTION RESOLUTIONNO. 15-143 (QUALIFIED RESIDENTIAL RENTAL PROJECT) 1.Applicant:Housing Authority of the City of Chula Vista 2.Application No.:15-443 3.Project Sponsor:G Street Family CIC, LP(Pacific Southwest Community Development Corporation; and CIC FStreet Family, LLC) 4.Project Management Co.:CIC Management, Inc. 5.Project Name:VoltaApartment Homes 6.Type of Project:New Construction/Senior Citizens 7.Location:Chula Vista, CA 8.Private Placement Purchaser: Citibank, NA 9.The Private Placement Purchaser at the time of issuance will be the same as represented in the application. Applicable 10.Total Number of Units:122 plus 1 manager unit 11.Total Number of Restricted Rental Units:122 12.The term of the income and rental restrictions for theProtect will be at least 55 years. 13.The Project will utilize Gross Rents as defined in Section 5170 of the Committee’s Regulations. Applicable 14.Income and Rental Restrictions: For the entire term of the income and rental restrictions, the Project will have: At least 13 Qualified Residential units rented or held vacant for rental for persons or families whose income is at 50% or below of the Area Median Income. At least 109 Qualified Residential units rented or held vacant for rental for personsor families whose income is at 60% or below of the Area Median Income. 2016-03-08 Agenda Packet Page 375 D-2 15.For acquisition and rehabilitation projects, a minimum of $10,000 in hard construction costs will be expended for each Project unit. Not Applicable 16.A minimum of $2,215,036 of public funds will be expended for the Project. Applicable 17.At a minimum, the financing for the Project shall include a Taxable Tail in the amount of $0,000. Taxable debt may only be utilized for Project related expenses, not for the cost of issuance, for which the Project Sponsor could otherwise have used tax-exempt financing. Not Applicable 18.If the Project received points for having large family units, for the entire term of the income and rental restrictions, the Project will have at least 26 three-bedroom or larger units. Applicable 19.For a period of ten (10) years after the Project is placed in use, the Project will provide to Project residents high-speed Internet or wireless (WiFi) service in each Project unit. Not Applicable 20.For a period of ten (10) years after the Project is placed in use, the Project will offer to Project residents an after school programs of an ongoing nature on-site or there must be an after school program available to Project residents within 1/2 mile of the Project. The programs shall include, but are not limited to: tutoring, mentoring, homework club, and art and recreation activities to be provided weekdays throughout the school year for at least 10 hours per week. Not Applicable 21.For a period of ten (10) years after the Project is placed in use, the Project will offer to Project residents instructor-led educational, health and wellness, or skill building classes. The classes shall include, but are not limited to: financial literacy, computer training, home- buyer education, GED, resume building, ESL, nutrition, exercise, health information/awareness, art, parenting, on-site food cultivation and preparation and smoking cessation. Classes shall be provided at a minimum of 84 hours per year (drop-in computer labs, monitoring and technical assistance shall not qualify) and be located within 1/2 mile of the Project. Not Applicable 22.For a period of ten (10) years after the Project is placed in use, the Project will offer to Project residents 20 hours or more per week of licensed childcare on-site or there must be 20hours or more per week of licensed childcare available to Project residents within 1/2 mile of the Project. Not Applicable 23.For a period of ten (10) years after the Project is placed in use, the Project will offer to Project residents health and wellness services and programs within 1/2 mile of the Project. Such services and programs shall provide individualized support for tenants (not group classes) but need to be provided by licensed individuals or organizations. The services shall include, but are not limited to: visiting nurses programs, intergenerational visiting programs, 2016-03-08 Agenda Packet Page 376 D-3 and senior companion programs. Services shall be provided for a minimum of 100 hours per year. Not Applicable 24.For a period of ten (10) years after the Project is placed in use, the Project will offer to Project residents a bona fide service coordinator. The responsibilities must include, but are not limited to: (a) providing tenants with information about available services in the community, (b) assisting tenants to access services through referral and advocacy, and (c) organizing community-building and/or enrichment activities for tenants (such asholiday events, tenant council, etc.) Not Applicable 25.All projects that receive points for being a Federally Assisted At-Risk Project will renew all Section 8 HAP Contracts or equivalent Project-based subsidies for their full term, and will seek additional renewals, if available, throughout the Project’s useful life. Not Applicable 26.All projects that receive points for being a Federally Assisted At-Risk Project based on an expiring Low Income Housing Tax Credit Regulatory Agreement or Tax-Exempt Bond Regulatory Agreement shall have a plan in place to re-certify the incomes of the existing tenants and shall not cause involuntary displacement of any tenant whose income may exceed the Project’s income limits. Not Applicable 27.Applicants shall meet the multiple sustainable building standards utilizing landscaping and construction materials which are compatible with the neighborhood in which the proposed project is to be located, and that the architectural design and construction materials will provide for low maintenance and durability, as well as be suited to the environmental conditions to which the project will be subjected: Applicable Section Waived: Energy Efficiency CALGreen Compliance Landscaping Roofs Exterior Doors Appliances Window Coverings Water Heater Floor Coverings Paint Insulation 2016-03-08 Agenda Packet Page 377 D-4 28.The project commits to becoming certified under any one of the following programs upon completion: a.Leadership in Energy & Environmental Design (LEED)Not Applicable b.Green Communities Not Applicable c.GreenPoint Rated Multifamily Guidelines Not Applicable 29.The project is a New Construction or Adaptive Reuse Project exceeding the 2008 Standards of Title 24, Part 6, of the California Building Code by: a.32.5%Not Applicable b.35%Not Applicable c.40%Not Applicable 30.The Project will exceed the minimum energy efficiency certification requirements for New Construction/ Adaptive Reuse: a.LEED for Homes (Silver)Not Applicable b.LEED for Homes (Gold)Not Applicable c.Green Point Rated (Silver)Not Applicable d.Green Point Rated (Gold)Not Applicable 31.The Project is a New Construction or Adaptive Reuse Project that commits to Energy Efficiency with renewable energy that provides the following percentage of the project tenants’ energy loads: a.20%Not Applicable b.30%Not Applicable c.40%Not Applicable d.50%Not Applicable 32.The project is a Home Energy Rating System (HERS II) Rehabilitation Project that commits to improve energy efficiency above the current modeled energy consumption of the building(s) by: a.15%Not Applicable b.20%Not Applicable c.25%Not Applicable d.30%Not Applicable 33.The project is a Rehabilitation Project that commits to developing, and/or managing the Project with the following Photovoltaic generation or solar energy: a.Photovoltaic generation that offsets tenants loads Not Applicable b.Photovoltaic generation that offsets 50% of common area load Not Applicable c.Solar hot water for all tenants who have individual water meters Not Applicable 2016-03-08 Agenda Packet Page 378 D-5 34.The project will implement sustainable building management practices that include: 1)development of a percent specific maintenance manual including replacement specifications and operating information on all energy and green building features; 2)Certification of building management staff in sustainable building operations per BPI Multifamily Building Operator or equivalent training program; and 3)Undertaking formal building systems commissioning, retro-commissioning or re-commissioning as appropriate (continuous commissioning is not required: Not Applicable 35.The project will sub-meter centralized hot water systems for all tenants: Not Applicable 2016-03-08 Agenda Packet Page 379 E-1 EXHIBIT E CDLAC COMPLIANCE CERTIFICATE Project Name:Volta ApartmentHomes Name of Bond Issuer:Chula Vista Housing Authority CDLAC Application No.:15-443 Pursuant to Section 13 of Resolution No. 15-143(the “Resolution”), adopted by the California Debt Limit Allocation Committee (the “Committee”) on December 16, 2015, I, _____________________, an Officer of the Project Sponsor, hereby certify under penalty of perjury that, as of the date of this Certification, the above-mentioned Project is in compliance with all of the terms and conditions set forth in the Resolution. I further certify that I have read and understand the CDLAC Resolution, which specifies that once the Bonds are issued, the terms and conditions set forth in the Resolution shall be enforceable by the Committee through an action for specific performance or any other available remedy. Please check or write N/A to the items list below: ________The project is currently in the Construction or Rehabilitation phase. ________The project has incorporated minimum specifications into the project design for all new construction and rehabilitation projects as evidenced by the attached applicable third party certification (HERS Rater, Green Point Rater or US Green Building Council). For projects under construction or rehabilitation, the information is due following receipt of the verification but in no event shall the documentation be submitted more than two years after the issuance of bonds. ________For projects that received points for exceeding the minimum requirements please attach the appropriate California Energy Commission compliance form for the project which shows the necessary percentage improvement better than the appropriate standards. The compliance form must be signed by a California Association of Building Consultants, Certified Energy Plans Examiner or HERS Rater as applicable. Signature of Officer Date Printed Name of Officer Title of Officer Phone Number 2016-03-08 Agenda Packet Page 380 F-1 EXHIBIT F FORM OF ANNUAL CDLAC PUBLIC BENEFITS CERTIFICATION ACKNOWLEDGMENT: The California Debt Limit Allocation Committee (“CDLAC” or “Committee”) does not expect to hold an Applicant (Issuer) responsible for conditions they are not aware of; only for the Applicant to confirm their understanding of the status of the project/program based upon their own post-issuance compliance procedures. CDLAC will not review the Applicant’s procedures, and in good faith, will assume that the Applicant has in-place procedures they judge to adequately satisfy their post-issuance responsibilities as defined under the Internal Revenue Code and CDLAC Regulations. An Applicant is free to request project information from the Project Sponsor and rely on that information if they believe it satisfies their own compliance procedures and responsibilities. That information can then serve as the basis for the Applicant’s response to the questions within this certification. INSTRUCTIONS: Per the CDLAC Regulations, all Projects/Programs within an existing bond regulatory period and/or CDLAC compliance period shall be monitored for compliance with the terms and conditions of the Committee Resolution by the Applicant (Issuer). Mortgage Credit Certificate Single Family Housing Programs with outstanding authority shall be monitored for the same requirements. The Applicant shall complete and submit the Annual Applicant Public Benefits and On-going Compliance Self Certification provided on the CDLAC website; certifying whether or not the Project/Program meets the terms and conditions of the Committee Resolution. The self- certification must be submitted by the Applicant to CDLAC no later than March 1 of each year (or at such other time as defined in the CDLAC Regulations or requested by the Committee). ALL APPLICANTS: Applicant/IssuerCertification of Delivery of Public Benefits Applicant/Issuer Name: Project Name (N/A for Single Family Housing Programs): Program Name (Single Family Housing Programs Only): Application Number (s): Resolution Number(s): Property address (N/A for Single Family Housing Programs): Project Completion Date (if the depreciable assets and/or project have not yet been placed in operation, please only respond to question 1 and mark “N/A” for all other questions) (N/A for Single Family Housing Programs): 2016-03-08 Agenda Packet Page 381 F-2 ATTENTION SINGLE FAMILY HOUSING APPLICANTS: Please proceed to Section D and complete the specific Single Family Housing Program section of this self-certification. SECTION A: 1.To the best of your knowledge, have there been any changes to the ownership entity, principles or property management of the project since the bonds were issued, or since the last certification was provided? (If so, please attach a request to revise the resolution noting all pertinent information regarding the change) 2.To the best of your knowledge, has there been a change of use for the project? 3.To the best of your knowledge, has the project satisfied all of therequirements memorialized in the Exhibit A of the Committee Resolution (i.e. qualifying project completion, qualifying depreciable asset purchase, qualifying loan originations, the use of public funds, QRRP manager units, QRRP income rent restrictions, QRRP sustainable building methods, etc.; as applicable), and thus achieving all public benefit requirements (excluding QRRP service amenities) as presented to the Committee? (If there is more than one resolution for this project the most recent resolution will supersede all previous resolutions) a)As Issuer for the subject project, were you able to confirm to the satisfaction of your current requirements that the defined public benefits were conveyed at the completion of the purchase of the depreciableassets and/or development of the subject project? b)If the public benefits have been confirmed, what evidence to the satisfaction of your current requirements was received (i.e. invoices, contracts, agreements, rent rolls, on-site audits, etc.)? c)When was the evidence provided to theIssuer, or a site visit completed, to confirm the public benefits? d)If all of your compliance requirements were not met, what corrective action was taken to bring the project into compliance? Is the project currently in compliance? 2016-03-08 Agenda Packet Page 382 F-3 SECTION B: QRRP APPLICANTS ONLY: Applicant/IssuerCertification of Ongoing Compliance (Please attach the completed project sponsor certification form as provided in the Committee Resolution) 1.As captured in Exhibit A of theresolution, the QRRP project has committed to and is currently providing the following service amenities for a minimum of ten years, on a regular and ongoing basis, which are provided free of charge (with the exception of day care services): Please check the services that apply or write N/A where appropriate: _____ After-school Programs _____ Educational, health and wellness, or skill building classes _____ Health and Wellness services and programs (not group classes) _____ Licensed Childcare provided for a minimum of 20 hours per week (Monday-Friday) _____ Bona-Fide Service Coordinator/ Social Worker a)For this reporting period, what evidence (i.e. MOU’s, contracts, schedules, calendars, flyers, sign-up sheets, etc.) was provided to the satisfaction of your current requirements to confirm that the above listed services are being provided and have met the requirements of Exhibit A of the Resolution? b)If all compliance requirements were not met, what corrective action has been taken thus far? SECTION C: INDUSTRIAL DEVELOPMENT BOND AND RECOVERY ZONE BOND APPLICANTS ONLY: Applicant/IssuerCertification of Post-Issuance Compliance (if applicable) (Note: Once the job creation/retention goals have been achieved, no additional reporting for this section is required by CDLAC in the subsequent annual certifications.) 1.As captured in Exhibit A of the Committee Resolution, the Applicant or Project Sponsor reasonably expects a certain minimum number of new and/or retained jobs associated with the project within two (2) years following the completion of that project: Please provide the following information: 2016-03-08 Agenda Packet Page 383 F-4 _____ Number of Existing Jobs Originally Anticipated to be Retained _____ Number of New Jobs Originally Anticipated to be Created Is the project complete? ____ No. STOP HERE (no additional reporting on this section is necessary until project completion). ____ Yes. Please Complete the Following Information: a)What evidence was provided to confirm that the above listed jobs were retained and/or provided and that the project achieved the job creation/retention goals noted in Exhibit A of the Committee Resolution? b)Did the evidence received or observed meet your standards for compliance with the applicable jobcreation/retention goals? SECTION D: SINGLE FAMILY HOUSING APPLICANTS ONLY: The Applicant/Issuer is required to report to CDLAC until the authority/bond proceeds have been exhausted. 1.To the best of your knowledge, has the program satisfied the requirements memorialized in the Exhibit A of the Committee Resolution? If not, please explain. 2.Was the MCC authority/Were the bond proceeds exhausted by the IRS-required deadline? If “Yes”, no future Compliance Self-Certifications are required for this allocation. If “No”, please explain. 3.If the MCC authority/bond proceeds balance for this allocation award exceeds $1 million, please provide the balance of the amount remaining along with an explanation of the planned use of the authority/proceeds (i.e. rate of issuance, existing pipeline loans, etc.). 2016-03-08 Agenda Packet Page 384 F-5 _____________________________________ _________________ Signature of Officer Date _____________________________________ Printed Name of Officer _____________________________________ ____________________ Title of Officer Phone number 2016-03-08 Agenda Packet Page 385 Stradling Yocca Carlson & Rauth Draft dated March 1, 2016 Recording Requested By and When Recorded Mail To: Stradling Yocca Carlson& Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660 Attn: Bradley R. Neal, Esq. [Space above for recorder.] This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383. REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS By and Between CHULA VISTA HOUSING AUTHORITY, And F STREET FAMILY CIC, LP, a California limited partnership ____________________ Dated as of March1, 2016 ____________________ Relating to $___________ CHULA VISTA HOUSING AUTHORITY MULTIFAMILY HOUSING REVENUE NOTE (DUETTA APARTMENT HOMES) SERIES 2016A-1 And $___________ CHULA VISTA HOUSING AUTHORITY JUNIOR MULTIFAMILY HOUSING REVENUE BONDS (DUETTA APARTMENT HOMES) SERIES 2016A-3 2016-03-08 Agenda Packet Page 386 Table of Contents Page i Section 1.Definitions and Interpretation.......................................................................................3 Section 2.Acquisition, Construction, Equipping and Completion of the Project..........................7 Section 3.Residential Rental Property..........................................................................................8 Section 4.Low and Very Low Income Units...............................................................................10 Section 5.Tax Status of the Tax-Exempt Obligations.................................................................13 Section 6.Modification of Special Tax Covenants......................................................................14 Section 7.Indemnification...........................................................................................................14 Section 8.Consideration..............................................................................................................16 Section 9.Reliance.......................................................................................................................16 Section 10.Sale or Transfer of the Project....................................................................................17 Section 11.Foreclosure..................................................................................................................18 Section 12.Term............................................................................................................................18 Section 13.Covenants to Run With the Land................................................................................19 Section 14.Burden and Benefit.....................................................................................................19 Section 15.Uniformity; Common Plan.........................................................................................19 Section 16.Enforcement................................................................................................................19 Section 17.Recording and Filing...................................................................................................21 Section 18.Payment of Fees..........................................................................................................21 Section 19.Governing Law...........................................................................................................22 Section 20.Amendments...............................................................................................................22 Section 21.Notice..........................................................................................................................22 Section 22.Severability.................................................................................................................23 Section 23.Multiple Counterparts.................................................................................................23 Section 24.Compliance by Borrower............................................................................................23 Section 25.Obligation of Borrower; Limitations on Recourse to Borrower.................................23 Section 26.CDLAC Requirements................................................................................................24 Section 27.Damage, Destruction or Condemnation of the Property.............................................24 Section 28.Third-Party Beneficiaries............................................................................................24 EXHIBIT ALEGAL DESCRIPTION..........................................................................................A-1 EXHIBIT BCERTIFICATE OF CONTINUING PROGRAM COMPLIANCE.........................B-1 EXHIBIT CINCOME COMPUTATION AND CERTIFICATION............................................C-1 EXHIBIT DCDLAC RESOLUTION...........................................................................................D-1 EXHIBIT ECDLAC COMPLIANCE CERTIFICATE................................................................E-1 EXHIBIT FFORM OF ANNUAL CDLAC PUBLIC BENEFITS CERTIFICATION...............F-1 2016-03-08 Agenda Packet Page 387 1 REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS THIS REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (the “Regulatory Agreement”), dated as of March1, 2016, by and between the Chula Vista Housing Authority, a public body corporate and politic duly organized and existing under the Constitution and the laws of the State of California (together with any successor to its rights, duties and obligations, the “Governmental Lender”), and F Street Family CIC, LP, a California limited partnership (the “Borrower”). WITNESSETH WHEREAS, the Legislature of the State of California enacted Chapter1 of Part2 of Division24 of the Health and Safety Code (the “Act”) to authorize housing authorities to issue bonds or notes to finance the acquisition, construction, equipping and developmentof multifamily rental housing for families and individuals of lower income; and WHEREAS, the Governmental Lender is a political subdivision (within the meaning of that term in the Regulations of the Department of Treasury and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to Section103 of the Internal Revenue Code of 1986, as amended (the “Code”)); and WHEREAS, on March1, 2016, the governing board of the Governmental Lender adopted a resolution (the “Resolution”) authorizing the Governmental Lender to enter into that certain Funding Loan Agreement, by and among the Governmental Lender, Citibank, N.A. (the “Funding Lender”) and U.S. Bank National Association, as fiscal agent (the “Fiscal Agent”), dated as of March1, 2016 (the “Funding Loan Agreement”), whereby the Funding Lender will loan the Governmental Lender up to $___________(the “Funding Loan”) to make a loan to the Borrower pursuant to that certain Borrower Loan Agreement, by and between the Governmental Lender and the Borrower, dated as of March1, 2016(the “Borrower Loan Agreement”) of up to $___________ (the “Borrower Loan”) to provide financing to acquire, construct and equip a 86 unitplus one manager unitmultifamily rental housing project located in the City of Chula Vista, California, County of San Diego, State of California, known as “Duetta Apartment Homes” (the “Project”); and WHEREAS, pursuant to the Funding Loan Agreement, the Governmental Lender will issue a promissory note in the aggregate principal amount of $__________ designated as “Chula Vista Housing Authority Multifamily Housing Revenue Note (Duetta Apartment Homes) Series 2016A-1” (the “Tax-Exempt Governmental Lender Note”) anda promissory note in the aggregate principal amount of $__________ designated as “Chula Vista Housing Authority Multifamily Housing RevenueNote (Duetta Apartment Homes) Taxable Series 2016A-2”(the “Tax-Exempt Governmental Lender Note,” and, together with the Tax-Exempt Governmental Lender Note, the “Governmental Lender Notes”) to the Funding Lender which is secured by the Borrower’s obligation to repay the Borrower Loan under the Borrower Loan Agreement; and WHEREAS, in furtherance of the purposes of the Act and the Resolution and as a part of the Governmental Lender’s plan of financing residential rental housing, the Governmental Lender has loaned the Borrower the Borrower Loan pursuant to the terms of the Borrower Loan Agreement to 2016-03-08 Agenda Packet Page 388 2 finance the acquisition, construction and equipping of the Project for the public purposeof providing decent, safe and sanitary housing for families and individuals of low and very low income; and WHEREAS, the Borrower and the Funding Lender have entered into a Construction Funding Agreement, dated as of [March1, 2016] (the “Construction Funding Agreement”), providing the terms and conditions under which the Funding Lender will lend the Funding Loan to the Governmental Lender, the terms and conditions under which the Governmental Lender will lend the Borrower Loan to the Borrower, and the terms and conditions under which the Borrower will acquire, construct and equip the Project; and WHEREAS, in connection with the issuance of the Governmental Lender Notes, the Governmental Lender will also issue its Junior Multifamily Housing Revenue Bonds (Duetta Apartment Homes) Series 2016A-3in the aggregate principal amount not to exceed $725,000(the “Junior Bonds,” and, together with the Tax-Exempt Governmental Lender Note, the “Tax-Exempt Obligations”), pursuant to that certain Junior Indenture of Trust, between, the Governmental Lender and U.S. Bank National Association, as Junior Bonds Trustee (the “Junior Trustee”), dated as of March1, 2016(the “Junior Indenture”); and WHEREAS, in furtherance of the purposes of the Act and the Resolution and as a part of the Governmental Lender’s plan of financing residential rental housing, the proceeds of the Junior Bonds will be loaned to the Borrower (the “Junior Loan”) pursuant to that certain Junior Loan Agreement, by and among the Governmental Lender, the Junior Trustee and the Borrower, dated as of March1, 2016(the “Junior Loan Agreement”); and WHEREAS, all things necessary to make the Funding Loan Agreement, the Borrower Loan Agreement, the Junior Indenture, the Junior Loan Agreement and the Tax-Exempt Obligations the valid, binding, and limited obligations of the Governmental Lender according to the import thereof, have been done and performed, and the creation, execution, and delivery of the Borrower Loan Agreement,the Funding Loan Agreement, Junior Indenture and the Junior Loan Agreementand the execution and issuance of theTax-Exempt Obligations, subject to the terms thereof, in all respects have been duly authorized; and WHEREAS, the Governmental Lender has obtained an allocation for the Project of aportion of the State of California’s private activity bond volume cap, within the meaning of Section146 of the Code, in accordance with the procedures established by the California Debt Limit Allocation Committee; and WHEREAS, the Code and the regulations and rulings promulgated with respect thereto and the Act prescribe that the use and operation of the Project be restricted in certain respects and in order to ensure that the Project will be owned and operated in accordance with the Code and the Act, theGovernmental Lender and the Borrower have determined to enter into this Regulatory Agreement in order to set forth certain terms and conditions relating to the acquisition, construction, equipping and operation of the Project; NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Governmental Lender and the Borrower hereby acknowledge that the above recitals aretrue and correct and agree as follows: 2016-03-08 Agenda Packet Page 389 3 Section 1.Definitions and Interpretation. The following terms shall have the respective meanings assigned to them in this Section1 or, if not defined herein, in the Funding Loan Agreement and/or the Borrower Loan Agreementand/or the Junior Indenture and/or the Junior Loan Agreement, unless the context in which they are used clearly requires otherwise: “Adjusted Income” –The adjusted income of a person who intends to reside in a residential unit (together with the adjusted income of all persons the age of 18 years or older who intend to reside with such person in one residential unit) as calculated in the manner prescribed in Regulation Section1.103-8. “Affiliated Party” –(1)a Person whose relationship with the Borrower would result in a disallowance of losses under Section267 or 707(b) of the Code, (2)a Person who together with the Borrower are members of the same controlled group of corporations (as defined in Section1563(a) of the Code, except that “more than 50 percent” shall be substituted for “at least 80 percent” each place it appears therein), (3)a partnership and each of its partners (and their spouses and minor children) whose relationship with the Borrower would result in a disallowance of losses under Section267 or 707(b) of the Code or (4)an S Corporation and each of its shareholders (and their spouses and minor children) whose relationship with the Borrower would result in a disallowance of losses under Section267 or 707(b) of the Code. “Area” –The San Diego County, California, Primary Statistical Area. “Borrower Loan Agreement” –The Borrower Loan Agreement, by and between the Governmental Lender and the Borrower, dated as of March1, 2016, pursuant to which the Governmental Lender shall loan the Borrower Loan to the Borrower. “Borrower Loan” –The loan from the Governmental Lender to the Borrower under the Borrower Loan Agreement to provide Borrower with financing to acquire, constructand equip the Project. “Borrower’s Tax Certificate” –The certificate of the Borrower, dated as of the Closing Date, with respect to certain Project Costs delivered to the Governmental Lender by the Borrower. “CDLAC” –The California Debt Limit Allocation Committee. “CDLAC Resolution” –Resolution No.15-141adopted by CDLAC on December 16, 2015. “Certificate of Continuing Program Compliance” –The certificate with respect to the Project to be filed by the Borrower with the Governmental Lender, which shall be substantially in the form attached hereto as ExhibitB. “Closing Date” –March__, 2016. “Costs of Issuance” –means: (a)the fees, costs and expenses of (i)the Governmental Lender, the Governmental Lender’s counsel and the Governmental Lender’s financial advisor, if any, (ii)Tax Counsel, (iii)the Funding Lender and the Funding Lender’s counsel, (iv)the Borrower’s counsel and the Borrower’s financial advisor, if any, and (v)the Rating Agency, if any; 2016-03-08 Agenda Packet Page 390 4 (b)costs of printing the offering documents relating to the sale ofTax-Exempt Obligations, or an interest therein; and (c)all other fees, costs and expenses directly associated with the authorization and issuance, sale and delivery of theTax-Exempt Obligations, and interests therein, including printing costs, costs of reproducing documents, filing and recording fees, and any fees, costs and expenses required to be paid to the Funding Lender in connection with the origination of the Funding Loan. “Equity Investor” –Raymond James California Housing Opportunity Fund V L.L.C., a Florida limited liability company. “Fiscal Agent” –U.S. Bank National Association, as fiscal agent under the Funding Loan Agreement, and any successor in interest thereto. “Funding Loan Agreement” –The Funding Loan Agreement, by and between the Governmental Lender and the Funding Lender, dated as of March1, 2016, pursuant to which the Funding Lender shall loan the Funding Loan to the Governmental Lender. “Funding Loan” –The loan from the Funding Lender to the Governmental Lender under the Funding Loan Agreement to provide the Governmental Lender funds to lend the Borrower Loan under the Borrower Loan Agreement. “Governmental Lender Fee” –The administrative fee of the Governmental Lender payable on the Closing Date and on each March1thereafter, commencing March1, 2017, in an amount equal to 0.125% of the aggregate principal amount of the maximum original principal amount of the Tax- Exempt Obligations throughout the term of the Regulatory Agreement. “Housing Units” –Collectively, the Low Income Units and the Very Low Income Units. “Income Certification” –The Income Computation and Certification Form in substantially the form attached hereto as ExhibitC. “Junior Bonds” –The Bonds issued by the Governmental Lender under the Junior Indenture in the aggregate principal amount of not toexceed $725,000. “Junior Indenture” –The Junior Indenture of Trust, by and between the Governmental Lender and the Junior Trustee, dated as of March1, 2016, pursuant to which the Junior Bonds shall be issued. “Junior Loan” –The loan of the proceeds of the Junior Bonds by the Governmental Lender to the Borrower pursuant to the Junior Loan Agreement. “Junior Loan Agreement” –The Junior Loan Agreement, by and among the Governmental Lender, the Junior Trustee and the Borrower, dated as of March1, 2016, pursuant to which the Junior Loan is made to the Borrower. “Junior Trustee” –U.S. Bank National Association, as trustee under the Junior Indenture, and any successor in interest thereto. 2016-03-08 Agenda Packet Page 391 5 “Low Income Tenants” –Any Tenant whose Adjusted Income does notexceed sixty percent (60%) of the Median Income for the Area; provided, however, if all the occupants of a unit are students (as defined under Section 152(f)(2) of the Code), no one of whom is entitled to file a joint return under Section 6013 of the Code, such occupants shall not qualify as Low Income Tenants. The determination of a Tenant’s status as a Low Income Tenant shall initially be made by the Borroweron the basis of an Income Certification Form (a form of which is attached hereto as Exhibit C) executed by the Tenant upon such Tenant’s occupancy of a unit in the Project and upon annual recertification thereafter. “Low Income Units” –The dwelling units in the Project designated for occupancy by Low Income Tenants pursuant to Section4(a)(ii) of this Regulatory Agreement. “Median Income for the Area” –The median gross income for the Area, as determined in a manner consistent with determinations of area median gross income under Section 8 of the Housing Act and Section 3009a of the Housing and Economic Recovery Act of 2008 (Pub. L. 110-289, 122 Stat 2654) or, if said Section 8 is terminated, as prescribed pursuant to said Section 8 immediately prior to its termination or as otherwise required under Section 142 of the Code and the Act, including adjustments for household size. “Project” –The Project Facilities and the Project Site. “Project Costs” –To the extent authorized by the Code, the Regulations and the Act, any and all costs incurred by the Borrower with respect to the acquisition, construction and equipping of the Project, whether paid or incurred prior to or after the sixtieth day preceding October 13, 2015, including, without limitation, costs for site preparation, the planning of housing and related facilities and improvements, the acquisition of property, the removal or demolition of existing structures, the constructionand equipping of housing and related facilities and improvements, and all other work in connection therewith, and all costs of financing, including, without limitation, the costs of consultant, accounting and legal services, other expenses necessary or incident to determining the feasibility of the Project, administrative and other expenses necessary or incident to the Project and the financing thereof (including reimbursement to any municipality, county or entity for expenditures made for the Project) and all other costs approved by Tax Counsel. “Project Facilities” –The buildings, structures and other improvements to be constructed on the Project Site that are being financed with proceeds of the Project Loans, and all fixtures and other property owned by the Borrower and located on, or used in connection with, such buildings, structures and other improvements. “Project Loans” –Collectively, the Borrower Loan and the Junior Loan. “Project Site” or “Property” –The parcel or parcels of real property described in Exhibit”A”, which is attached hereto and by this reference incorporated herein, and all rights and appurtenances thereunto appertaining. “Qualified Project Costs” –The Project Costs (excluding Costs of Issuance) incurred after the sixtieth day preceding October 13, 2015, which either constitute land or property of a character subject to the allowance for depreciation under Section167 of the Code or are chargeable to a capital account with respect to the Project for federal income tax and financial accounting purposes, or would be so chargeable either with a proper election by the Borrower or but for the proper election 2016-03-08 Agenda Packet Page 392 6 by the Borrower to deduct those amounts within the meaning of Regulation Section1.103-8(a)(1)(i); provided, however, that only such portion of interest accrued during construction of the Project shall constitute a Qualified Project Cost as bears the same ratio to all such interest as the Qualified Project Costs bear to all Project Costs paid from Obligations proceeds and interest earnings thereon; and provided further that interest accruing after the completion date shall not constitute a Qualified Project Cost; and provided still further that if any portion of the Project is being constructed by the Borrower or an Affiliated Party (whether as a general contractor or a subcontractor), “Qualified Project Costs” shall include only the actual out-of-pocket costs incurred by such Affiliated Party in constructing the Project (or any portion thereof) within the meaning of Section147(d)(2) of the Code, as provided in the Tax Certificate. “Qualified Project Period” –The period beginning on the later of (i) the first day on which at least ten percent (10%) of the dwelling units in the Project are first occupied, and (ii) the Closing Dateand ending on the later of (a)the date which is 55 years after the date on which fifty percent (50%) of the dwelling units are occupied, (b)the first day on which no tax exempt bonds or notes with respect to the Project are Outstanding, or (c)the date on which any assistance provided with respect to the Project under Section8 of the United States Housing Act of 1937 terminates; provided that the Qualified Project Period may be shortened with the written consent of the Governmental Lender and CDLAC in their sole discretion, and upon receipt by the Governmental Lender of an opinion of Tax Counsel that such action, in and of itself, will not cause interest on the Obligations to be includable in gross income for federal tax purposes. “Tax Counsel” shall mean Stradling Yocca Carlson & Rauth, a Professional Corporation or any other attorney or firm of attorneys designated by the Governmental Lender having a national reputation for skill in connection with the authorization and issuance of municipal obligationsunder Sections103 and 141 through 150 (or any successor provisions) of the Code. “Tax-Exempt Governmental Lender Note” –The promissory note issued by the Governmental Lender under the Funding Loan Agreement to the Funding Lender in the aggregate principal amount of $___________to which is secured by the Borrower’s obligation to repay the portion of the Borrower Loan under the Borrower Loan Agreementevidenced by the Tax-Exempt Governmental Lender Note. “Tax-Exempt Obligations” –Collectively, the Tax-Exempt Governmental Lender Note and the Junior Bonds. “Very Low Income Households” –Households which would qualify as Very Low Income Tenants. “Very Low Income Tenants” –Any Tenant whose Adjusted Income does not exceed fifty percent (50%) of the Median Income for the Area; provided, however, if all the occupants of a unit are students (as defined under Section 152(f)(2) of the Code), no one of whom is entitled to file a joint return under Section 6013 of the Code, such occupants shall not qualify as Very Low Income Tenants. The determination of a Tenant’s status as a Very Low Income Tenant shall initially be made by the Borrower on the basis of an Income Certification Form (a form of which is attached hereto as Exhibit C) executed by the Tenant upon such Tenant’s occupancy of a unit in the Project and upon annual recertification thereafter. 2016-03-08 Agenda Packet Page 393 7 “Very Low Income Units” –The dwelling units in the Project designated for occupancy by Very Low Income Tenants pursuant to Section4(a)(i) of this Regulatory Agreement. Capitalized terms which are not defined herein shall have the meanings assigned to them in the Funding Loan Agreement and/or the Borrower Loan Agreementand/or the Junior Indenture and/or the Junior Loan Agreement. Unless the context clearly requires otherwise, as used in this Regulatory Agreement, words of the masculine, feminine or neuter gender shall be construed to include each other gender when appropriate and words of the singular number shall be construed to include the plural number, and vice versa, when appropriate. This Regulatory Agreement and all the terms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity hereof. The defined terms used in the preamble and recitals of this RegulatoryAgreement have been included for convenience of reference only, and the meaning, construction and interpretation of all defined terms shall be determined by reference to this Section1 notwithstanding any contrary definition in the preamble or recitals hereof. The titles and headings of the sections of this Regulatory Agreement have been inserted for convenience of reference only, and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof or be considered or given any effect in construing this Regulatory Agreement or any provisions hereof or in ascertaining intent, if any question of intent shall arise. Section 2.Acquisition, Construction, Equipping and Completion of the Project. The Borrower hereby represents, as of the date hereof, and covenants, warrants and agrees as follows: (a)The Borrower has incurred a substantial binding obligation to acquire, construct and equip the Project, pursuant to which the Borrower is obligated to expend at least ninety five percent of the net sale proceeds of theTax-Exempt Obligations. (b)The Borrower’s reasonable expectations respecting the total cost of the acquisition, constructionand equipping of the Project and the disbursement of Project Loansproceeds are accurately set forth in the Borrower’s Tax Certificate attached to the Tax Certificate which has been delivered to the Governmental Lender. (c)The Borrower will proceed with due diligence to complete the acquisition, constructionand equipping of the Project and expects to expend the full amount of the proceeds of the Project Loansfor Project Costs prior to three years from the Closing Date. (d)The statements made in the various certificates delivered by the Borrower to the Governmental Lender and Funding Lender are trueand correct. (e)Money on deposit in any fund or account in connection with the Project Loans, whether or not such money was derived from other sources, shall not be used by or under the direction of the Borrower, in a manner which would cause the Tax-Exempt Obligations to be “arbitrage bonds” within the meaning of Section148 of the Code, and the Borrower specifically agrees that the investment of money in any such fund shall be restricted as may be necessary to prevent the Tax-Exempt Obligations from being “arbitrage bonds” under the Code. 2016-03-08 Agenda Packet Page 394 8 (f)The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds fromthe Project Loans, theTax-Exempt Obligations, or the sale of the Tax-Exempt Obligations or an interest therein to be applied in a manner contrary to the requirements of the Construction Funding Agreement, Borrower Loan Agreement, the Funding Loan Agreement, the Junior Indenture, the Junior Loan Agreementor this Regulatory Agreement. Neither the Borrower nor any Affiliated Party shall purchase any interest in the Tax-Exempt Obligations and shall not take any action that would cause the Tax-Exempt Obligations to be considered federally guaranteed within the meaning of Section 149(b)(2)(B)(ii) of the Code. (g)The Borrower shall comply with all applicable requirements of Section 65863.10 of the California Government Code, including the requirements for providing notices in Sections (b), (c), (d) and (e) thereof. Section 3.Residential Rental Property. The Borrower hereby acknowledges and agrees that the Project will be owned, managed and operated as a “qualified residential rental project” (within the meaning of Section142(d) of the Code) until the expiration of the Qualified Project Period. To that end, and for the term of this Regulatory Agreement, the Borrower hereby represents, as of the date hereof, and covenants, warrants and agrees as follows: (a)The Project is being acquired, constructed and equipped for the purpose of providing multifamily residential rental property, and the Borrower shall own, manage and operate the Project as a project to provide multifamily residential rental property comprised of a building or structure or several interrelated buildings or structures, together with any functionally related and subordinate facilities, and no other facilities, in accordance with applicable provisions of Section142(d) of the Code and Section1.103-8(b) of the Regulations, and the Act, and in accordance with such requirements as may be imposed thereby on the Project from time to time. (b)All of the dwelling units in the Project will be similarly constructed units, and, to the extent required by the Code and theRegulations, each dwelling unit in the Project will contain complete separate and distinct facilities for living, sleeping, eating, cooking and sanitation for a single person or a family, including a sleeping area, bathing and sanitation facilities and cooking facilities equipped with a cooking range, refrigerator and sink; provided that any tenant may, but shall not be obligated to, provide a refrigerator for the unit to be occupied. (c)None of the dwelling units in the Project will at any time be utilized on a transient basis, or will ever be used as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, nursing home, hospital, sanitarium, rest home, retirement house or trailer court or park; provided that the use of certain units for tenant guests on an intermittent basis shall not be considered transient use for purposes of this Regulatory Agreement. (d)No part of the Project will at any time be owned or used as a condominium or by a cooperative housing corporation, nor shall the Borrower take any steps in connection with a conversion to such ownership or uses. The Borrower shall not take any steps in connection with a conversion of the Project to a condominium or cooperative ownership except with the prior written approving opinion of TaxCounsel that by reason of any such action the interest on the Tax-Exempt Obligations will not become includable in gross income for federal income tax purposes. 2016-03-08 Agenda Packet Page 395 9 (e)All of the dwelling units (except for one manager’s unit described in (g) below) will be available for rental on a continuous basis to members of the general public and the Borrower will not give preference to any particular class or group in renting the dwelling units in the Project, except to the extent that dwelling units are required by this Regulatory Agreement or any other restriction to be imposed on the Project to be leased or rented to Low Income Tenants, Very Low Income Tenants and to holders of Section8 certificates or vouchers or, in the case of any other restrictions imposed on the Project, to tenants meeting the income and affordability restrictions required thereby. (f)The Project Site consists of a parcel or parcels that are contiguous except for the interposition of a road, street or stream, and all of the Project Facilities will comprise a single geographically and functionally integrated project for residential rental property, as evidenced by the ownership, management, accounting and operation of the Project. (g)No dwelling unit in any building in the Project shall be occupied by the Borrower unless the building contains five or more dwelling units, in which case one unit may be occupied by the Borrower or by persons related to or affiliated with the Borrower such as a resident manager or maintenance personnel. Subject to the foregoing limitation, one unit in the Project may be occupied by resident managers or maintenance personnel. (h)Should involuntary noncompliance with the provisions of Section 1.103-8(b) of the Regulations be caused by fire, seizure, requisition, foreclosure, transfer of title by deed in lieu of foreclosure, change in a federal law or an action of a federal agency after the Closing Date which prevents the Governmental Lender from enforcing the requirements of the Regulations, or condemnation or similar event, the Borrower covenants that, within a “reasonable period” determined in accordance with the Regulations, and subject to the provisions of the Funding Loan Agreement, the Borrower Loan Agreementand the Junior Loan Agreement, it will either prepay the Project Loansand cause the Tax-Exempt Obligations to be prepaid or redeemed, as applicable, or apply any proceeds received as a result of any of the preceding events to reconstruct the Project to meet the requirements of Section 142(d) of the Code and the Regulations. (i)The Borrower shall not discriminate on the basis of race, religion, creed, color, ethnic group identification, sex, sexual preference, age, source of income (e.g. AFDC, SSI), mental or physical disability, national origin or marital status in the rental, lease, use or occupancy of the Project or in connection with the employment or application for employment of persons for the operation and management of the Project. (j)Following the expiration or termination of the Qualified Project Period, Low Income Units and Very Low Income Units shall remain available to the Low Income Tenants and Very Low Income Tenants then occupying such units at the date of expiration or termination of the Qualified Project Period at a rent not greater than the rent determined pursuant to Section4(a)(i) and (ii) below until the earliest of any of the following occurs: (i)The household’s income exceeds 140 percent of the income at which such household would qualify as a Low Income Tenant or Very Low Income Tenant, applicable. (ii)The household voluntarily moves or is evicted for “good cause.” For these purposes, “good cause” means the nonpayment of rent or allegation of facts necessary to prove major, or repeated minor, violations of material provisions of the lease agreement which 2016-03-08 Agenda Packet Page 396 10 detrimentally affect the health and safety of other persons or the structure, the fiscal integrity of the Project, or the purposes or special programs of the Project. (iii)Sixty (60) years after the commencement of the Qualified Project Period. (iv)The Borrower pays the relocation assistance and benefits to such Low Income Tenants or Very Low Income Tenants, as applicable, as provided in Section7264(b) of the Government Code of the State of California. (k)The Governmental Lender may but shall not be required to monitor the Borrower’s compliance with the provisions of subparagraph (j) above. Section 4.Low and Very Low Income Units. (a) Pursuant to the requirements of Section142(d) of the Code and applicable provisions of the Act, the Borrower hereby represents, as of the date hereof, and warrants, covenants and agrees as follows: (i)During the Qualified Project Period, not less than nine (9)of the units in the Project shall be designated as Very Low Income Units, as set forth in ExhibitA to the CDLAC Resolution,and shall be continuously occupied by or held available for occupancy by Very Low Income Tenants at monthly rents paid by tenants which do not exceed one-twelfth of the amount obtained by multiplying 30% times 50% of the Median Income for the Area, as adjusted for household size utilizing the percentages set forth above under the definition of Very Low Income Tenant less a reasonable deduction for utilities paid by the tenant as determined by the Issuer and assuming (solely for purposes of the above-described limit on the amount of monthly rent, and not for purposes of determining whether individuals or families are Very Low Income Tenants for purposes of Section 142(d) of the Code), the following unit sizes and household sizes: Unit Size Household Size One Bedroom Two Persons Two Bedrooms Three Persons Three Bedrooms Four Persons Such Very Low Income Units shall be of comparable quality and offer a range of sizes and number of bedrooms comparable to those units which are available to other tenants and shall be distributed throughout the Project. A unit occupied by a Very Low Income Tenant who at the commencement of the occupancy is a Very Low Income Tenant shall be treated as occupied by a Very Low Income Tenant until a recertification of such tenant’s income in accordance with Section4(c)(i) below demonstrates that such tenant no longer qualifies as a Very Low Income Tenant and thereafter such unit shall be treated as any residential unit of comparable or smaller size in the Project occupied by a new resident other than a Very Low Income Tenant. Moreover, a unit previously occupied by a Very Low Income Tenant and then vacated shall be considered occupied by a Very Low Income Tenant until reoccupied, other than for a temporary period, at which time the character of the unit shall be redetermined. In no event shall such temporary period exceed thirty-one (31) days. (ii)In addition to the Very Low Income Units set aside under paragraph (i) above, during the Qualified Project Period not less than another seventy-seven (77)of the units in the Project shall be designated as Low Income Units, as set forth in ExhibitA to the CDLAC Resolution, 2016-03-08 Agenda Packet Page 397 11 and shall be continuously occupied by or held available for occupancy by Low Income Tenants at monthly rents which do not exceed one-twelfth of the amount obtained by multiplying 30% times 60% of the Median Income for the Area, as adjusted for household size utilizing the percentages set forth above under the definition of Low Income Tenant less a reasonable deduction for utilities paid by the tenant as determined by the Issuer and assuming (solely for purposes of the above-described limit on the amount of monthly rent, and not for purposes of determining whether individuals or families are Low Income Tenants for purposes of Section 142(d) of the Code), the following unit sizes and household sizes: Unit Size Household Size One Bedroom Two Persons Two Bedrooms Three Persons Three Bedrooms Four Persons Such Low Income Units shall be of comparable quality and offer a range of sizes and number of bedrooms comparable to those units which are available to other tenants and shall be distributed throughout the Project. A unit occupied by a Low Income Tenant who at the commencement of the occupancy is a Low Income Tenant shall be treated as occupied by a Low Income Tenant until a recertification of such tenant’s income in accordance with Section4(c)(ii) below demonstrates that such tenant no longer qualifies as a Low Income Tenant and thereafter such unit shall be treated as any residential unit of comparable or smaller size in the Project occupied by a new resident other than a Low Income Tenant. Moreover, a unit previously occupied by a Low Income Tenant and then vacated shall be considered occupied by a Low Income Tenant until reoccupied, other than for a temporary period, at which time the character of the unit shall be redetermined. In no event shall such temporary period exceed thirty-one (31) days. (b)Immediately prior to a Very Low Income Tenant’s occupancy of a Very Low Income Unit and a Low Income Tenant’s occupancy of a Low Income Unit, the Borrower will obtain and maintain on file an Income Certification from each Very Low Income Tenant occupying a Very Low Income Unit and each Low Income Tenant occupying a Low Income Unit, dated immediately prior to the initial occupancy of such Very Low Income Tenant or Low Income Tenant, as applicable, in the Project. In addition, the Borrower will provide such further information as may be required in the future by the State of California, the Governmental Lender, the Act, Section142(d) of the Code and the Regulations, as the same may be amended from time to time, or in such other form and manner as may be required by applicable rules, rulings, policies, procedures or other official statements now or hereafter promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service with respect to obligations issued under Section142(d) of the Code. The Borrower shall verify that the income provided by an applicant is accurate by taking one or more of the following steps as a part of the verification process: (1)obtain a federal income tax return for the most recent tax year, (2)obtain a written verification of income and employment from the applicant’s current employer, (3)if an applicant is unemployed or did not file a tax return for the previous calendar year, obtain other verification of such applicant’s income satisfactory to the Governmental Lender or (4)such other information as may be reasonably requested by the Governmental Lender. 2016-03-08 Agenda Packet Page 398 12 Copies of the most recent Income Certifications for Low Income Tenants and Very Low Income Tenants shall be attached to the annual report to be filed with the Governmental Lender as required in (d) below. (c)(i)Immediately prior to the first anniversary date of the occupancy of a Very Low Income Unit by one or more Very Low Income Tenants, and on each anniversary date thereafter, the Borrower shall recertify the income of the occupants of each Very Low Income Unit by obtaining a completed Income Certification based upon the current income of each occupant of the unit. In the event the recertification demonstrates that such household’s income exceeds 140% of the income at which such household would qualify as Very Low Income Tenants, such household will no longer qualify as Very Low Income Tenants, and to the extent necessary to comply with the requirements of Section4(a)(i) above, the Borrower will rent the next available unit of comparable or smaller size to one or more Very Low Income Tenants. No tenants shall be denied continued occupancy in the Project because, after occupancy, their income increases to make them no longer qualify as Very Low Income Tenants. (ii)Immediately prior to the first anniversary date of the occupancy of a Low Income Unit by one or more Low Income Tenants, and on each anniversary date thereafter, the Borrower shall recertify the income of the occupants of each Low Income Unit by obtaining a completed Income Certification based upon the current income of each occupant of the unit. In the event the recertification demonstrates that such household’s income exceeds 140% of the income at which such household would qualify as Low Income Tenants, such household will no longer qualify as Low Income Tenantsand to the extent necessary to comply with the requirements of Section4(a)(ii) above, the Borrower will rent the next available unit of comparable size to one or more Low Income Tenants. (d)Upon commencement of the Qualified Project Period, and within ten days of the last day of each year thereafter during the term of this Regulatory Agreement, the Borrower shall advise the Governmental Lender of the status of the occupancy of the Project by delivering to the Governmental Lender a Certificate of Continuing Program Compliance (with a copy to the Funding Lender). (e)The Borrower shall maintain complete and accurate records pertaining to the Low Income Units and Very Low Income Units, and shall permit any duly authorized representative of the Governmental Lender, the Funding Lender, the Department of the Treasury or the Internal Revenue Service to inspect the books and records of the Borrower pertaining to the Project, including those records pertaining to the occupancy of the Low Income Units and Very Low Income Units. (f)The Borrower shall submit to the Secretary of the Treasury annually on the anniversary date of the start of the Qualified Project Period, or such other date as is required by the Secretary, a certification that the Project continues to meet the requirements of Section142(d) of the Code, and shall provide a copy of such certification to the Governmental Lender and the Funding Lender. (g)The Borrower shall accept as tenants on the same basis as all other prospective tenants, persons who are recipients of federal certificates or vouchers for rent subsidies pursuant to the existing program under Section8 of the United States Housing Act of 1937, or its successor. The Borrower shall not apply selection criteria to Section8 certificate or voucher holders that are more burdensome than criteria applied to all other prospective tenants. The Borrower shall not collect any 2016-03-08 Agenda Packet Page 399 13 additional fees or payments from a Low Income Tenant or a Very Low Income Tenant except security deposits or other deposits required of all tenants. The Borrower shall not collect security deposits or other deposits from Section8 certificate or voucher holders in excess of those allowed under the Section8 Program. The Borrower shall not discriminate against applicants for Low Income Units or Very Low Income Units on the basis of source of income (i.e., AFDC or SSI), and the Borrower shall consider a prospective tenant’s previous rent history of at least one year as evidence of the ability to pay the applicable rent (ability to pay shall be demonstrated if an applicant can show that the same percentage or more of the applicant’s income has been paid for rent in the past as will be required to be paid to rent the Very Low Income Unit to be occupied). (h)Each lease pertaining to a Low Income Unit or Very Low Income Unit shall contain a provision to the effect that the Borrower has relied on the Income Certification and supporting information supplied by the applicant in determining qualification for occupancy of the Low Income Unit or Very Low Income Unit, as applicable, and that any material misstatement in such certification (whether or not intentional) will be cause for immediate termination of such lease. Each lease will also contain a provision that failure to cooperate with the annual recertification process reasonably instituted by the Borrower pursuant to Section4(c) above may, at the option of the Borrower, disqualify the unit as a Low Income Unit or Very Low Income Unit, as applicable, or provide grounds for termination of the lease. (i)Priorto the Closing Date, the Borrower agrees to provide to the Governmental Lender a copy of the form of application and lease to be provided to prospective Low Income Tenants and Very Low Income Tenants. The term of the lease shall be not less than thirty (30) days. (j)To the extent required by law, notwithstanding the termination of the Qualified Project Period, the rent of “in-place” Low Income Tenants and Very Low Income Tenants at the conclusion of the Qualified Project Period will continue to be governed by the applicable affordability restrictions in this Section4, so long as those tenants continue to live in the Project. The foregoing shall not prevent the Borrower from terminating a tenant’s occupancy in accordance with the terms of such tenant’s leaseor from declining to extend such tenant’s lease. Section 5.Tax Status of the Tax-Exempt Obligations. The Borrower and the Governmental Lender each hereby represents, as of the date hereof, and warrants, covenants and agrees that: (a)It will not knowingly take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the exclusion from gross income for federal income tax purposes or the exemption from California personal income taxation of the interest on the Tax-Exempt Obligations and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof; (b)It will take such action or actions as may be necessary, in the written opinion of Tax Counsel filed with the Governmental Lender and the Funding Lender, to comply fully with the Act and all applicable rules, rulings, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service pertaining to obligations issued under Section142(d) of the Code to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on theTax-Exempt Obligations; and 2016-03-08 Agenda Packet Page 400 14 (c)The Borrower, at the Borrower’s expense, will file of record such documents and take such other steps as are necessary, in the written opinion of Tax Counsel filed with the Governmental Lender and the Funding Lender, in order to insure that the requirements and restrictions of this Regulatory Agreement will be binding upon all owners of the Project, including, but not limited to, the execution and recordation of this Regulatory Agreement in the real property records of the County of San Diego. The Borrower hereby covenants to notify any subsequent owner of the Project of the requirements and restrictions contained in this Regulatory Agreement in any documents transferring any interest in the Project to another person to the end that such transferee has notice of such restrictions, and to obtain the agreement from any transferee to abide by all requirements and restrictions of this Regulatory Agreement; provided that the covenants contained in this paragraph shall not apply to any transfer of the Project by foreclosure, deed in lieu of foreclosure or comparable conversion of the Borrower Loan. Section 6.Modification of Special Tax Covenants. The Borrower and the Governmental Lender hereby agree as follows: (a)To theextent any amendments to the Act, the Regulations or the Code shall, in the written opinion of Tax Counsel filed with the Governmental Lender and the Funding Lender, impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement which must be complied with in order to maintain the exclusion from gross income for federal income tax purposes of interest on theTax-Exempt Obligations, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements following delivery of written notice thereof to Borrower. (b)To the extent any amendments to the Act, the Regulations or the Code shall, in the written opinion of Tax Counsel filed with the Governmental Lender and the Funding Lender, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended to conform in whole or in part to such changed requirements should the Governmental Lender, in its sole discretion, determine that such requirements should be made applicable to the Project. (c)The Borrower and the Governmental Lender shall execute, deliver and, if applicable, file of record any andall documents and instruments, necessary to effectuate the intent of this Section6, and the Borrower hereby appoints the Governmental Lender as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower any such document or instrument (in such form as may be approved in writing by Tax Counsel) if the Borrower defaults in the performance of its obligations under this subsection (c); provided, however, that the Governmental Lender shall take no action under this subsection (c) without first notifying the Borrower or and without first providing the Borrower an opportunity to comply with the requirements of this Section6. Section 7.Indemnification. The Borrower hereby releases the Governmental Lender, the Funding Lender, their officers and employees from, and covenants and agrees to indemnify, hold harmless and defend the Governmental Lender, the Funding Lender, the Fiscal Agent, the Junior Trustee, their officers, members, directors, officials, agents and employees and each of them (collectively the “Indemnified Parties,” and, individually an “Indemnified Party”) from and against, any and all claims, losses, costs, damages, demands, expenses, taxes, suits, judgments, actions and 2016-03-08 Agenda Packet Page 401 15 liabilities of whatever nature, joint or several (including, without limitation, costs of investigation, reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement, and amounts paid to discharge judgments), made directly or indirectly (a) by or on behalf of any person arising from any cause whatsoever in connection with transactions contemplated hereby or otherwise in connection with the Project, the Project Loans, the Tax-Exempt Obligations or the execution or amendment of any document relating thereto; (b) arising from any cause whatsoever in connection with the approval of financing for the Project, the making of the Funding Loan or the Project Loansor otherwise; (c) arising from any act or omission of the Borrower or any of its agents, servants, employees or licensees, in connection with the Funding Loan or the Project Loansor the Project; (d) arising in connection with the issuance and sale, resale or reissuance of the Tax-Exempt Obligations or any interest therein or any certifications or representations made by any person (other than the Governmental Lender or the party seeking indemnification in connection therewith) or the carrying out by the Borrower of any of the transactions contemplated by the Funding Loan, the Project Loans, theTax-Exempt Obligations, the Construction Funding Agreement, the Borrower Loan Agreement, the Funding Loan Agreement, the Junior Indenture, the Junior Loan Agreementor this Regulatory Agreement; (e) arising in connection with the operation of the Project, or the conditions, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, construction or equipping of, the Project or any part thereof; and (f) arising out of or in connection with the Funding Lender’s exercise of its powers or duties under the Construction Funding Agreement, the Funding Loan Agreement, this Regulatory Agreement or any other agreements in connection therewith to which it is a party. This indemnification shall extend to and include, without limitation, all reasonable costs, counsel fees, expenses and liabilities incurred in connection with any such claim, or proceeding brought with respect to such claim, except (i) in the case of the foregoing indemnification of the Funding Lender and/or Fiscal Agent and/or Junior Trustee or any of its Indemnified Parties, to the extent such damages are caused by the negligence or willful misconduct of such Person and (ii) in the case of the foregoing indemnification of the Governmental Lender or any of its Indemnified Parties to the extent such damages are caused by the willful misconduct of such Person. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Borrower, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel selected by the Indemnified Party and approved by the Borrower (which approval shall not be unreasonably withheld); and the Borrower shall assume the payment of all reasonable fees and expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that the Governmental Lender shall have the right to review and approve or disapprove any such compromise or settlement. The Borrower specifically acknowledges and agrees that it has an immediate and independent obligation to defend each Indemnified Party from any claim which actually or potentially falls within this Section7 even if such claim is or may be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to the Borrower by any Indemnified Party and continues at all times thereafter. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and the Borrower shall pay the reasonable fees and expenses of such separate counsel; provided, however, that unless such separate counsel is employed with the approval of the Borrower, which approval shall not be unreasonably withheld, the Borrower shall not be required to pay the fees and expenses of such separate counsel unless the Indemnified Party reasonably determines that a conflict exists between the interests of the Borrower and such Indemnified Party, in which case the Borrower shall pay the reasonable fees and expenses of such separate counsel. 2016-03-08 Agenda Packet Page 402 16 The Borrower also shall pay and discharge and shall indemnify and hold harmless the Governmental Lender and the Funding Lender from (i) any lien or charge upon payments by the Borrower to the Governmental Lender,the Funding Lender, the Fiscal Agent and Trusteehereunder arising out of Borrower’s actions or inactions and (ii) any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges in respect of any portion of the Project. If any such claim is asserted, or any such lien or charge upon payments, or any such taxes, assessments, impositions or other charges, are sought to be imposed, the Governmental Lender shall give prompt notice to the Borrower, and the Borrower shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion. Notwithstanding any transfer of the Project to another owner in accordance with the provisions of Section10 of this Regulatory Agreement, the Borrower shall remain obligated to indemnify the Indemnified Parties pursuant to this Section7 for all claims arising from events occurring prior to such transfer, unless at the time of transferthe Governmental Lender has consented to indemnification under this Section7 from such subsequent ownerfor all claims arising from events occurring prior to such transfer. If the Governmental Lender has consented to any transfer of the Project in accordance with the provisions of Section10 of this Regulatory Agreement, the Borrower shall not be obligated to indemnify the Indemnified Parties pursuant to this Section7 for actions or inactions of the transferee arising after such transfer, but shall remain obligated to provide indemnity for claims related to actions or inactions occurring prior to such transfer. In addition to the foregoing, the Borrower will pay upon demand all of the fees and expenses paid or incurred by the Governmental Lender and/orthe Funding Lender in enforcing the provisions hereof. The provisions of this Section7 shall survive the term of the Tax-Exempt Obligations and this Regulatory Agreement. The obligations of the Borrower under this Section are independent of any other contractual obligation of the Borrower to provide indemnity to the Indemnified Parties, and the obligation of the Borrower to provide indemnity hereunder shall not be interpreted, construed or limited in light of any other separate indemnification obligation of the Borrower. The Indemnified Parties shall be entitled simultaneously to seek indemnity under this Section and any other provision under which they are entitled to indemnity. Section 8.Consideration. The Governmental Lender has entered into the Funding Loan Agreement, the Borrower Loan Agreement, the Junior Indenture and Junior Loan Agreementand issued the Tax-Exempt Obligations to make the Project Loansto finance the Project, all for the purpose, among others, of inducing the Borrower to acquire, construct, equip and operate the Project. In consideration of the Governmental Lender entering into the Funding Loan Agreement, the Borrower Loan Agreement, the Junior Indenture and Junior Loan Agreementand issuing theTax- Exempt Obligations, the Borrower has entered into this Regulatory Agreement and has agreed to restrict the uses to which the Project can be put on the terms and conditions set forth herein. Section 9.Reliance. The Governmental Lender and the Borrower hereby recognize and agree that the representations, warranties, covenants and agreements set forth herein may be relied upon by all persons interested in the legality and validity of the Funding Loan Agreement, the Borrower Loan Agreement, the Junior Indenture and Junior Loan Agreementand theTax-Exempt 2016-03-08 Agenda Packet Page 403 17 Obligations, and in the exclusion from gross income for federal income tax purposes of interest on the Tax-Exempt Obligations and the exemption from California personal income taxation of the interest on theTax-Exempt Obligations. In performing their duties and obligations hereunder, the Governmental Lender may rely upon statements and certificates of the Borrower, the Low Income Tenants, the Very Low Income Tenants, and upon audits of the books and records of the Borrower pertaining to the Project. In addition, the Governmental Lender may consult with counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Governmental Lender under this Regulatory Agreement in good faith and in conformity with such opinion; provided, however, if there are conflicting opinions among the counsel selected by such parties, the opinion of Tax Counsel shall govern the interpretation and enforcement of this Regulatory Agreement. Section 10.Sale or Transfer of the Project. The Borrower intends to hold the Project for its own account, with the exception of a transfer of the Project to Borrower’s general partner or a third party following the end of the low income housing tax credit compliance period applicable to the Project, has no current plans to sell, transfer or otherwise dispose of the Project, and hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project, or any portion thereof (other than for individual tenant use as contemplated hereunder), without obtaining the prior written consent of the Governmental Lender (except as provided in the next succeeding paragraph of this Section 10), which consent shall not be unreasonably withheld, delayed or conditioned, and upon receipt by the Governmental Lender (except as provided in the second to last paragraph of this Section 10) of (i)such certifications as deemed necessary by the Governmental Lender to establish that the Borrower shall not be in default under this Regulatory Agreement or under the Project Loans Agreement or, if any such defaults exist, the purchaser or assignee undertakes to cure such defaults to the satisfaction of the Governmental Lender; (ii)a written instrument by which the Borrower’s purchaser or transferee has assumed in writing and in full the Borrower’s duties and obligations under this Regulatory Agreement, (iii)an opinion of counsel for the transferee that the transferee has duly assumed the obligations of the Borrower under this Regulatory Agreement and that such obligations and this Regulatory Agreement are binding on the transferee, (iv)documentation from the transferee reflecting the transferee’s experience or, should the transferee choose to have a property manager run the Project, a property manager’s experience with owning and/or operating multifamily housing projects such as the Project and with use and occupancy restrictions similar to those contained in this Regulatory Agreement, and (v)an opinion of Tax Counsel addressed to the Governmental Lender to the effect that such transfer will not cause interest on theTax-Exempt Obligations, to become includable in the gross income of the recipients thereof for federal income tax purposes. The Borrower shall not allow any non-profit entity, which is not as of the date hereof a general partner of the Borrower, to become a general partner of the Borrower nor release any non- profit entity which is a general partner of the Borrower as of the date hereof from the limited partnership without the prior writtenconsent of an Authorized Officer of the Governmental Lender (which consent shall not be unreasonably withheld, delayed or conditioned). No transfer of the Project shall operate to release the Borrower from its obligations under this Regulatory Agreement with respect to any action or inaction taken prior to such transfer. Nothing contained in this Section10 shall affect any provision of the other Funding Loan Documents to which the Borrower is a party which requires the Borrower to obtain the consent of the Funding Lender as a precondition to sale, transfer or other disposition of, or any direct or indirect interest in, the Project or of any direct or indirect interest in the Borrower or which gives the Funding Lender the right to accelerate the maturity of the Borrower Loan made pursuant to the Borrower Loan Agreement, or to take some other similar action with respect to the Borrower Loan, upon the sale, 2016-03-08 Agenda Packet Page 404 18 transfer or other disposition of the Project. Notwithstanding anything contained in this Section10 to the contrary, neither the consent of the Governmental Lender nor the delivery of items (i) through (v) of the preceding paragraph shall be required in the case of a foreclosure or deed in lieu of foreclosure or comparable conversion of the Borrower Loan made pursuant to the Borrower Loan Agreement, whereby the Funding Lender or its designee, or a third party purchaser from the Funding Lender becomes the owner of the Project, and nothing contained in this Section10 shall otherwise affect the right of the Funding Lender or its designee, or any such third party purchaser to foreclose on the Project or to accept a deed in lieu of foreclosure or to effect a comparable conversion of the Borrower Loan made pursuant to the Borrower Loan Agreement. Consent of the Governmental Lender and delivery of items (i) through (v) of the preceding paragraph shall be required for any future transfer of the Project to be made subsequent to any transfer described in the preceding sentence. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section10 shall be null, void and without effect, shall cause a reversion of title to the Borrower, and shall be ineffective to relieve the Borrower of its obligations under this Regulatory Agreement. Not less than 30 days prior to consummating any sale, transfer or disposition of any interest in the Project, the Borrower shall deliver to the Governmental Lender a notice in writing explaining the nature of the proposed transfer. Section 11.Foreclosure. Notwithstanding anything contained in Section10 hereof to the contrary, neither the consent of the Governmental Lender nor the delivery of items (i) through (v) of the first paragraph of Section 10 hereof (the “Transfer Conditions”) shall be required in the case of a transfer by foreclosure or deed in lieu of foreclosure, whereby the Funding Lender becomes the owner of the Project, and nothing contained in this Section11 shall otherwise affect the right of the Funding Lenderto foreclose on the Project or accept a deed in lieu of foreclosure. The Transfer Conditions shall be applicable to any subsequent transfer by the Funding Lender. Section 12.Term. This Regulatory Agreement and all and several of the terms hereof shall become effective upon its execution and delivery and shall remain in full force and effect during the Qualified Project Period, or for such longer period as is provided in Sections 3(j) and 7 above, and in the CDLAC Resolution referred to in Section26 below, it being expressly agreed and understood that the provisions hereof are intended to survive the retirement of the Tax-Exempt Obligations and expiration of the Borrower Loan Agreement, the Junior Indenture, the Junior Loan Agreement, the Project Loans, the Construction Funding Agreement and the Security Instrument. Notwithstanding any other provisions of this Regulatory Agreement to the contrary, this entire Regulatory Agreement, or any of the provisions or sections hereof, may be terminated prior to the expiration of the Qualified Project Period upon agreement by the Governmental Lender, the Funding Lender (if the Borrower Loan is still outstanding) and the Borrower only if there shall have been received by the Governmental Lender an opinion of Tax Counsel that such termination will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Tax-Exempt Obligations or the exemption from State personal income taxes of the interest on the Tax-Exempt Obligations. The terms of this Regulatory Agreement to the contrary notwithstanding (except as to the provisions of Section7 hereof), this Regulatory Agreement, and each and all of the terms hereof, shall terminate and be of no further force or effect in the event ofan involuntary noncompliance by the Borrower with the provisions of this Regulatory Agreement caused by fire, seizure, requisition, change in a federal law or an action of a federal agency after the Closing Date which prevents the 2016-03-08 Agenda Packet Page 405 19 Governmental Lender and the Funding Lender from enforcing the provisions of this Regulatory Agreement, foreclosure on the Project or delivery of a deed in lieu of foreclosure or condemnation or a similar event, but only if within a reasonable period thereafter the Tax-Exempt Obligations are redeemed or retired or amounts received as a consequence of such event are used to provide a project that meets the requirements of the Code set forth in this Regulatory Agreement; provided, however, that the preceding provisions of this sentence shall cease to apply and the restrictions contained herein shall be reinstated if, at any time subsequent to the termination of such provisions as the result of the foreclosure on the Project or the delivery of a deed in lieu of foreclosure or a similarevent, the Borrower or any Affiliated Party obtains an ownership interest in the Project for federal income tax purposes. Upon the termination of the terms of this Regulatory Agreement, the parties hereto agree to execute, deliver and record appropriate instruments of release and discharge of the terms hereof; provided, however, that the execution and delivery of such instruments shall not be necessary or a prerequisite to the termination of this Regulatory Agreement in accordance with its terms. Section 13.Covenants to Run With the Land. The Borrower hereby subjects the Project (including the Project Site) to the covenants, reservations and restrictions set forth in this Regulatory Agreement. The Governmental Lender and the Borrower hereby declare their express intent that the covenants, reservations and restrictions set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Borrower’s successors in title to the Project; provided, however, that on the termination of this Regulatory Agreement said covenants, reservations and restrictions shall expire. Each and every contract, deed or other instrument hereafter executed covering or conveying the Project or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instruments. Section 14.Burden and Benefit. The Governmental Lender and the Borrower hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the land in that the Borrower’s legal interest in the Project is rendered less valuable thereby. The Governmental Lender and the Borrower hereby further declare their understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Project by Low Income Tenants and Very Low Income Tenants and by furthering the public purposes for which the Tax-Exempt Obligations were issued. Section 15.Uniformity; Common Plan. The covenants, reservations and restrictions hereof shall apply uniformlyto the entire Project in order to establish and carry out a common plan for the use, development and improvement of the Project Site. Section 16.Enforcement. If the Borrower defaults in the performance or observance of any covenant, agreement or obligationof the Borrower set forth in this Regulatory Agreement, and if such default remainsuncured for a period of 60 days after notice thereof shall have been given (i) by the Governmental Lender to the Funding Lender and the Borrower and Equity Investor or (ii) by the Funding Lender to the Governmental Lender and the Borrower and Equity Investor (provided, however, that the Governmental Lender may at its sole option extend such period if the Borrower provides the Governmental Lender and the Funding Lender with an opinion of Tax Counsel to the effect that such extension will not adversely affect the exclusion from gross income for federal income tax purposes of interest on theTax-Exempt Obligations), then the Governmental Lender may, or the Funding Lender, subject to the provisions of the Funding Loan Agreement and Construction Funding Agreement, may and at the direction of the Governmental Lender shall, declare an “Event of 2016-03-08 Agenda Packet Page 406 20 Default” to have occurred hereunder and shall provide written notice thereof to the Borrower and the Equity Investor and the Governmental Lender or the Funding Lender, as applicable, and, at its option may take any one or more of the following steps: (i)by mandamus or othersuit, action or proceeding at law or in equity, require the Borrower to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of the rights of the Governmental Lender or the Funding Lender hereunder; (ii)have access to and inspect, examine and make copies of all of the books and records of the Borrower pertaining to the Project; or (iii)takesuch other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Borrower hereunder. The Borrower hereby agrees that specific enforcement of the Borrower’s agreements contained herein is the only means by which the Governmental Lender may fully obtain the benefits of such agreements made by the Borrower herein, and the Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Borrower hereunder. The Funding Lender shall have the right, in accordance with this Section 20 and subject to the provisions of Section 2.2 of the Funding Loan Agreement, to exercise any or all of the rights or remedies of the Governmental Lender hereunder; provided that prior to taking any such act the Funding Lender shall give the Governmental Lender written notice of its intended action. All fees, costs and expenses of the Funding Lender (including, without limitation, reasonable attorneys fees) incurred in taking any action pursuant to this Section 20 shall be the sole responsibility of the Borrower. Notwithstanding anything contained in this Regulatory Agreement or the Funding Loan Agreement to the contrary, the occurrence of an Event of Default under this Regulatory Agreement shall not be deemed, under any circumstances whatsoever, to be a default under the other Funding Loan Documents or Junior Loan Agreement except as may be otherwise specified in the other Funding Loan Documentsor Junior Loan Agreement. The parties hereto agree that the maturity date of the Borrower Loan may be accelerated solely by the Funding Lender upon the occurrence of a default, after the expiration of any notice, grace or cure periods, on the part of the Borrower under the Borrower Loan Documents in accordance with their respective terms and for no other reason. The Governmental Lender may not, upon the occurrence of an event of default under this Regulatory Agreement, seek, in any manner, to foreclose on the Security Instrument, to cause the Funding Lender to cause a prepayment of the Tax-Exempt Governmental Lender Note or Junior Bonds or to declare the principal of the Tax-Exempt Governmental Lender Note or Junior Bonds and the interest accrued on the Tax-Exempt Governmental Lender Note to be immediately due and payable or to cause the Funding Lender to take any action under any of the Funding Loan Documents or any other documents which action would or could have the effect of achieving any one or more of the actions, events or results described above. The occurrence of an Event of Default under this Regulatory Agreement shall not impair, defeat or render invalid the lien of the Security Instrument. 2016-03-08 Agenda Packet Page 407 21 The rights of the Funding Lender under this Section are in addition to all rights conferred upon the Funding Lender under the Funding Loan Agreement and the other Funding Loan Documents and in no way limit those rights. Section 17.Recording and Filing. The Borrower shall cause this Regulatory Agreement and all amendments and supplements hereto and thereto, to be recorded and filed in the real property records of the County of San Diego and in such other places as the Governmental Lender may reasonably request. The Borrower shall pay all fees and charges incurred in connection with any such recording. Section 18.Payment of Fees. The Borrower hereby agrees to pay or shall cause the Fiscal Agent and/or Junior Trustees to pay all reasonable costs and expenses of the Governmental Lender in connection with the Tax-Exempt Obligations and the financing of the Project as such costs and expenses become due and payable upon the receipt of written invoices verifying such costs and expenses. On the Closing Date, the Governmental Lender shall be paid a one-time fee equal to 0.125% of the maximum amount of theTax-Exempt Obligations. Thereafter, the Borrower shall pay or shall cause the Fiscal Agent to pay to the Governmental Lender the Governmental Lender Fee on March1 of each year throughout the term of the Regulatory Agreement, commencing March1, 2017, in an amount equal to 0.125% of the original maximum principal amount of the Tax-Exempt Obligations until theend of the Qualified Project Period. Notwithstanding any prepayment of the Borrower Loan and notwithstanding a discharge of the Funding Loan Agreement,the Borrower Loan Agreement,the Junior Indenture and the Junior Loan Agreement,throughout the term ofthis Regulatory Agreement, the Borrower shall continue to pay to the Governmental Lender the Governmental Lender Fee, and, in the event of default, shall also pay to the Governmental Lender and to the Funding Lender reasonable compensation for any services rendered by either of them hereunder and reimbursement for all expenses reasonably incurred by either of them in connection therewith. The fee payable to the Governmental Lender referenced in this section shall in no way limit amounts payable by the Borrower under Section 7 hereof, or arising after an Event of Default in connection with the Governmental Lender’s or the Funding Lender’s enforcement of the provisions of this Regulatory Agreement. The fee payable to the Governmental Lender referenced in this section includes any fee to be paid by the Governmental Lender to any entity which administers the Project. In the event that the Tax-Exempt Obligations are redeemed or prepaid, as applicable, in part or in full prior to the end of the term of this Regulatory Agreement, the Governmental Lender Fee for the remainder of the term of this Regulatory Agreement shall continue to be payable to the Governmental Lender for the number of years remaining in the Qualified Project Period. However, at the option of the Governmental Lender, the Governmental Lender may elect to have the Governmental Lender Fee paid by the Borrower at the time of the final prepayment of the Tax- Exempt Obligations in a lump sum amount equal to the present value (based on a discount rate equal to the yield on theTax-Exempt Obligations, as determined by the Governmental Lender at the time of prepaymentof the Tax-Exempt Governmental Lender Note and Junior Trustee at the time of prepayment of the Junior Bonds) of the Governmental Lender Fee for the number of years remaining in the Qualified Project Period under this Regulatory Agreement. 2016-03-08 Agenda Packet Page 408 22 Section 19.Governing Law. This Regulatory Agreement shall be governed by the laws of the State of California. Section 20.Amendments. Except as provided in Section6(a) hereof, this Regulatory Agreement shall be amended by a written instrument executed by the parties hereto or their successors in title, and duly recorded in the real property records of the County of San Diego. Any amendment to this Regulatory Agreement shall be accompanied by an opinion of Tax Counsel to the effect that such amendment will not adversely affect the exclusion from gross income for federal income tax purposes of interest on theTax-Exempt Obligations. Section 21.Notice. All notices, certificates or other communications shall be sufficiently given and shall be deemed given on the date personally delivered or on the second day following the date on which the same have been mailed by certified mail, return receipt requested, postage prepaid, addressed as follows: Governmental Lender:Chula Vista Housing Authority 276 Fourth Avenue Chula Vista, California 91910 Attention: Housing Manager Telephone: (619) 691-5263 With a copy to:Chula Vista Housing Authority 276 Fourth Avenue Chula Vista, California 91910 Attention: City Attorney Telephone: (619) 691-5037 Borrower:F Street Family CIC, LP c/o Chelsea Investment Corporation 5993 Avenida Encinas, Suite 101 Carlsbad, California 92008 Attention: Tim Baker With a copy to:Cox, Castle & Nicholson 50California Street, Suite 3200 San Francisco, California94111 Attention: Ofer Elitzur And a copy to:CIC Opportunities Fund II LLC c/o Chelsea Investment Corporation 5993 Avenida Encinas, Suite 101 Carlsbad, CA 92008 Attention: James J. Schmid And a copy to:Odu &Associates, P.C. 250 S. Pasadena Ave. #2082 Attention: Nkechi Odu 2016-03-08 Agenda Packet Page 409 23 Equity Investor:Raymond James California Housing Opportunities Fund V L.L.C. c/o Raymond James Tax Credit Funds, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Attention: Steven Kropf Telephone: (727) 567-4800 Facsimile: (727) 567-8455 With a copy to:Bocarsly, Emden Cowan Esmail & Arndt 633 W. Fifth Street, 64th Floor Los Angeles, California 90071 Attention: Kyle Arndt Funding Lender:Citibank, N.A. 390 Greenwich Street, 2nd Floor New York, New York 10013 Attention: Transaction Management Group Deal ID #____________ Any of the foregoing parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates, documents or other communications shall be sent. Copies of notices sent by any party hereto shall be sent concurrently to each of the parties listed above. So long as the Funding Loan Agreement and/or Junior Loan Agreement arein effect, the Government Lender shall provide the Fiscal Agent and/or Junior Trustee, as applicable, with notice of any termination of this Regulatory Agreement, or any amendments, supplements or modifications of this Regulatory Agreement which affect the payment terms of the Governmental Lender Fee. Section 22.Severability. If any provision of this Regulatory Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. Section 23.Multiple Counterparts. This Regulatory Agreement may be executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. Section 24.Compliance by Borrower. The Funding Lender shall not be responsible for monitoring or verifying compliance by the Borrower with its obligations under this Regulatory Agreement. Section 25.Obligation of Borrower; Limitations on Recourse to Borrower. Notwithstanding any provisions of this Regulatory Agreement to the contrary, all obligations of the Borrower under this Regulatory Agreement for the payment of money and all claims for damages against the Borrower occasioned by breach or alleged breach by the Borrower of its obligations under this Regulatory Agreement, including indemnification obligations, shall not be secured by or in any manner constitute a lien on the Project and no person shall have the right to enforce such obligations other than directly against the Borrower without recourse to the Project, and all such obligations shall be subordinate in priority, in right to payment and in all other respects to the obligations, liens, rights 2016-03-08 Agenda Packet Page 410 24 (including without limitation the right to payment) and interests arising or created under the Loan Documents. Except as otherwise provided in Section7 of this Regulatory Agreement, no subsequent owner of the Project shall be liable or obligated for the breach or default of any obligation of any prior owner of the Project (including the Borrower) under this Regulatory Agreement. Such obligations shall be the obligations of the Person who was the owner of the Project at the time the default or breach was alleged to have occurred, and such Person shall remain liable for any and all damages occasioned by the default or breach even after such Person ceases to be the owner of the Project. The following obligations of the Borrower shall, subject to the limitations set forth in the preceding paragraph, and Section16 of this Regulatory Agreement, be and remain the joint and several full recourse obligations of the Borrower and each general partner of the Borrower (other than any nonprofit general partner): (i)the Borrower’s obligations to the Governmental Lender and the Funding Lender and the Borrower’s obligationto pay any and all rebate amounts that may be owed with respect to theTax-Exempt Obligations; and (ii)the Borrower’s obligations under Section7 of this Regulatory Agreement. Section 26.CDLAC Requirements. The acquisition, construction, equipping and operation of the Project and the financing thereof are and shall be in compliance with the conditions set forth in Exhibit A to the CDLAC Resolution, a copy of which is attached hereto as Exhibit D, which conditions are incorporated herein by reference and are made a part hereof. The Governmental Lender shall monitor and enforce the Borrower’s compliance with the provisions of this Section 26. In addition, Borrower shall cooperate with the Government Lender’s reporting requirements and utilize such forms, software, websites and third-party vendors as may be required by the Governmental Lender in its monitoring efforts. The Borrower shall prepare and submit to CDLACannually by February1 of each year following the Closing Date, and on such other date as is reasonably requested by CDLAC, a Certificate of Compliance in substantially the form attached hereto as Exhibit E, executed by an authorized representative of the Borrowerand the form of CDLAC public benefits certification in the form attached hereto as Exhibit F. CDLAC shall be a third-party beneficiary of this Regulatory Agreement solely for purposes of enforcing the terms of the CDLAC Resolution. CDLAC shall have the right to enforce the terms of the CDLAC Resolution through an action for specific performance or any other available remedy; provided, however, that CDLAC shall not take any action or enforce any remedy that would be materially adverse to the interests of the holders of the Tax-Exempt Obligations and any such action or enforcement shall otherwise be subject to the terms, conditions and limitations applicable to the enforcement of remedies under this Regulatory Agreement. Section 27.Damage, Destruction or Condemnation of the Property. In the event that the Property is damaged or destroyed or title to the property, or any part thereof, is taken through the exercise or the threat of the exercise of the power of eminent domain, the Borrower shall comply with all applicable requirements of the Security Instrument,the other Borrower Loan Documentsand the Junior Loan Agreement. Section 28.Third-Party Beneficiaries. The parties to this Regulatory Agreement recognize and agree that the terms of this Regulatory Agreement and the enforcement of those terms are essential to the security of the Funding Lender and are entered into for the benefit of the Funding 2016-03-08 Agenda Packet Page 411 25 Lender. The Funding Lender shall have contractual rights in this Regulatory Agreement and shall be entitled (but not obligated) to enforce, separately or jointly with the Governmental Lender, or to cause the Governmental Lender to enforce, the terms of this Regulatory Agreement. The Funding Lender, the Fiscal Agent and Junior Trustee areintended to be and shall be third-party beneficiaries of this Regulatory Agreement, and the Funding Lender shall have the right (but not the obligation) to enforce the terms of this Regulatory Agreement insofar as this Regulatory Agreement sets forth obligations of the Borrower. [The rest of this page intentionally left blank] 2016-03-08 Agenda Packet Page 412 S-1 Regulatory Agreement Duetta Apartment Homes IN WITNESS WHEREOF, the Governmental Lender and the Borrower have executed this Regulatory Agreement by duly authorized representatives, all as of the date first written hereinabove. CHULA VISTA HOUSING AUTHORITY By: Mary Casillas Salas Executive Director ATTEST: By: Donna Norris Secretary 2016-03-08 Agenda Packet Page 413 S-2 Regulatory Agreement Duetta Apartment Homes “BORROWER” F STREET FAMILY CIC, LP, a California limited partnership By:Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its Managing General partner By: Robert W. Laing, Executive Director/President By:CIC F Street Family, LLC, a California limited liability company, its Administrative General Partner By:Chelsea Investment Corporation, a California corporation, its Manager By: Cheri Hoffman, President 2016-03-08 Agenda Packet Page 414 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) )ss. COUNTY OF _______________) On ___________________ before me, ____________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal SIGNATURE OF NOTARY PUBLIC 2016-03-08 Agenda Packet Page 415 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) )ss. COUNTY OF _______________) On ___________________ before me, ____________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal SIGNATURE OF NOTARY PUBLIC 2016-03-08 Agenda Packet Page 416 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) )ss. COUNTY OF _______________) On ___________________ before me, ____________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal SIGNATURE OF NOTARY PUBLIC 2016-03-08 Agenda Packet Page 417 A-1 EXHIBIT A LEGAL DESCRIPTION All that certain real property situated in the County of San Diego, State of California, described as follows: [TO COME] 2016-03-08 Agenda Packet Page 418 B-1 EXHIBIT B CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE The undersigned, ____________________, being duly authorized to execute this certificate on behalf of F STREET FAMILY CIC, LP, a California limited partnership (the “Borrower”), hereby represents and warrants that: 1.The undersigned has read and is thoroughly familiar with the provisions of the following documents associated with the Borrower’s participation in the Chula Vista Housing Authority’s (the “Governmental Lender”) issuance of the Chula Vista Housing Authority Multifamily Housing Revenue Note (Duetta Apartment Homes) Series 2016A-1 and Junior Multifamily Housing Revenue Bonds (Duetta Apartment Homes) Series 2016A-3, such documents including: (a)the Regulatory Agreementand Declaration of Restrictive Covenants (the “Regulatory Agreement”) dated as of March1, 2016, by and between the Borrower and the Governmental Lender; (b)the Borrower Notes, each dated March__, 2016 from the Borrower to the Governmental Lender representing the Borrower’s obligation to repay the Project Loans. 2.As of the date of this certificate, the following percentages of residential units in the Project (i)are occupied by Low Income Tenants and Very Low Income Tenants (as such terms are defined in the Regulatory Agreement) or (ii)are currently vacant and being held available for such occupancy and have been so held continuously since the date a Low Income Tenant or Very Low Income Tenant, as applicable, vacated such unit; as indicated: Studio1 Bedroom2 Bedrooms3 BedroomsTotal Occupied by Low Income Tenants:% Unit Nos.:_____________________ Held vacant for occupancy continuously since last occupied by a Low Income Tenant:% Unit Nos.:_____________________ Studio1 Bedroom2 Bedrooms3 BedroomsTotal Occupied by Very Low Income Tenants: % Unit Nos.:_____________________ Held vacant for occupancy continuously since last occupied by a Very Low Income Tenant: % Unit Nos.:_____________________ 3.The Borrower hereby certifies that the Borrower is not in default under any of the terms of the above documents and no event has occurred which, with the passage of time, would constitute an Event of Default thereunder, with the exception of the following [state actions being taken to remedy default]. 2016-03-08 Agenda Packet Page 419 B-2 F STREET FAMILY CIC, LP, a California limited partnership By:Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its Managing General partner By: Robert W. Laing, Executive Director/President By:CIC F Street Family, LLC, a California limited liability company, its Administrative General Partner By:Chelsea Investment Corporation, a California corporation, its Manager By: Cheri Hoffman, President 2016-03-08 Agenda Packet Page 420 C-1 EXHIBIT C INCOME COMPUTATION AND CERTIFICATION A current version of the CTCAC form may be downloaded from the State Treasurer’s website at the following link: http://www.treasurer.ca.gov/ctcac/compliance/tic.pdf. 2016-03-08 Agenda Packet Page 421 C-2 2016-03-08 Agenda Packet Page 422 C-3 2016-03-08 Agenda Packet Page 423 C-4 2016-03-08 Agenda Packet Page 424 C-5 2016-03-08 Agenda Packet Page 425 C-6 2016-03-08 Agenda Packet Page 426 C-7 2016-03-08 Agenda Packet Page 427 C-8 2016-03-08 Agenda Packet Page 428 D-1 EXHIBIT D CDLAC RESOLUTION RESOLUTIONNO. 15-141 (QUALIFIED RESIDENTIAL RENTAL PROJECT) 1.Applicant:Housing Authority of the City of Chula Vista 2.Application No.:15-440 3.Project Sponsor:F Street Family CIC, LP (Pacific Southwest Community Development Corporation; and CIC F Street Family, LLC) 4.Project Management Co.:CIC Management, Inc. 5.Project Name:Duetta Apartment Homes 6.Type of Project:New Construction/Family 7.Location:Chula Vista, CA 8.Private Placement Purchaser: Citibank, NA (constr./perm) & CIC Opportunities Fund, Inc. ($725K perm) 9.The Private Placement Purchaser at the time of issuance will be the same as represented in the application. Applicable 10.Total Number of Units:86 plus 1 manager unit 11.Total Number of Restricted Rental Units:86 12.The term of the income and rental restrictions for the Protect will be at least 55 years. 13.The Project will utilize Gross Rents as defined in Section 5170 of the Committee’s Regulations. Applicable 14.Income and Rental Restrictions: For the entire term of the income and rental restrictions, the Project will have: At least 9 Qualified Residential units rented or held vacant for rental for persons or families whose income is at 50% or below of the Area Median Income. At least 77 Qualified Residential unitsrented or held vacant for rental for persons or families whose income is at 60% or below of the Area Median Income. 2016-03-08 Agenda Packet Page 429 D-2 15.For acquisition and rehabilitation projects, a minimum of $10,000 in hard construction costs will be expended for each Project unit. Not Applicable 16.A minimum of $2,975,514 of public funds will be expended for the Project. Applicable 17.At a minimum, the financing for the Project shall include a Taxable Tail in the amount of $0,000. Taxable debt may only be utilized for Project related expenses, not for the cost of issuance, for which the Project Sponsor could otherwise have used tax-exempt financing. Not Applicable 18.If the Project received points for having large family units, for the entire term of the income and rental restrictions, the Project will have at least 26 three-bedroom or larger units. Applicable 19.For a period of ten (10) years after the Project is placed in use, the Project will provide to Project residents high-speed Internet or wireless (WiFi) service in each Project unit. Not Applicable 20.For a period of ten (10) years after the Project is placed in use, the Project will offer to Project residents an after school programs of an ongoing nature on-site or there must be an after school program available to Projectresidents within 1/2 mile of the Project. The programs shall include, but are not limited to: tutoring, mentoring, homework club, and art and recreation activities to be provided weekdays throughout the school year for at least 10 hours per week. Not Applicable 21.For a period of ten (10) years after the Project is placed in use, the Project will offer to Project residents instructor-led educational, health and wellness, or skill building classes. The classes shall include, but are not limited to: financial literacy, computer training, home- buyer education, GED, resume building, ESL, nutrition, exercise, health information/awareness, art, parenting, on-site food cultivation and preparation and smoking cessation. Classes shall be provided at a minimum of84 hours per year (drop-in computer labs, monitoring and technical assistance shall not qualify) and be located within 1/2 mile of the Project. Not Applicable 22.For a period of ten (10) years after the Project is placed in use, the Project will offer to Project residents 20 hours or more per week of licensed childcare on-site or there must be 20hours or more per week of licensed childcare available to Project residents within 1/2 mile of the Project. Not Applicable 23.For a period of ten (10) years after the Project is placed in use, the Project will offer to Project residents health and wellness services and programs within 1/2 mile of the Project. Such services and programs shall provide individualized support for tenants (not group classes) but needto be provided by licensed individuals or organizations. The services shall include, but are not limited to: visiting nurses programs, intergenerational visiting programs, 2016-03-08 Agenda Packet Page 430 D-3 and senior companion programs. Services shall be provided for a minimum of 100 hours per year. Not Applicable 24.For a period of ten (10) years after the Project is placed in use, the Project will offer to Project residents a bona fide service coordinator. The responsibilities must include, but are not limited to: (a) providing tenants with information about available services in the community, (b) assisting tenants to access services through referral and advocacy, and (c) organizing community-building and/or enrichment activities for tenants (such as holiday events, tenant council, etc.) Not Applicable 25.All projects that receive points for being a Federally Assisted At-Risk Project will renew all Section 8 HAP Contracts or equivalent Project-based subsidies for their full term, and will seek additional renewals, if available, throughout the Project’s useful life. Not Applicable 26.All projects that receive points for being a Federally Assisted At-Risk Project based on an expiring Low Income Housing Tax Credit Regulatory Agreement or Tax-Exempt Bond Regulatory Agreement shall have aplan in place to re-certify the incomes of the existing tenants and shall not cause involuntary displacement of any tenant whose income may exceed the Project’s income limits. Not Applicable 27.Applicants shall meet the multiple sustainable building standards utilizing landscaping and construction materials which are compatible with the neighborhood in which the proposed project is to be located, and that the architectural design and construction materials will provide for low maintenance and durability, as well as be suited to the environmental conditions to which the project will be subjected: Applicable Section Waived: Energy Efficiency CALGreen Compliance Landscaping Roofs Exterior Doors Appliances Window Coverings Water Heater Floor Coverings Paint Insulation 2016-03-08 Agenda Packet Page 431 D-4 28.The project commits to becoming certified under any one of the following programs upon completion: a.Leadership in Energy & Environmental Design (LEED)Not Applicable b.Green Communities Not Applicable c.GreenPoint Rated Multifamily Guidelines Not Applicable 29.The project is a New Construction or Adaptive Reuse Project exceeding the 2008 Standards of Title 24, Part 6, of the California Building Code by: a.32.5%Not Applicable b.35%Not Applicable c.40%Not Applicable 30.The Project will exceed the minimum energy efficiency certification requirements for New Construction/ Adaptive Reuse: a.LEED for Homes (Silver)Not Applicable b.LEED for Homes (Gold)Not Applicable c.Green Point Rated (Silver)Not Applicable d.Green Point Rated (Gold)Not Applicable 31.The Project is a New Construction or Adaptive Reuse Project that commits to Energy Efficiency with renewable energy that provides the following percentage of the project tenants’ energy loads: a.20%Not Applicable b.30%Not Applicable c.40%Not Applicable d.50%Not Applicable 32.The project is a Home Energy Rating System (HERS II) Rehabilitation Project that commits to improve energy efficiency above the current modeled energy consumption of the building(s) by: a.15%Not Applicable b.20%Not Applicable c.25%Not Applicable d.30%Not Applicable 33.The project is a Rehabilitation Project that commits to developing, and/or managing the Project with the following Photovoltaic generation or solar energy: a.Photovoltaic generation that offsets tenants loads Not Applicable b.Photovoltaic generation that offsets 50% of common area load Not Applicable c.Solar hot water for all tenants who have individual water meters Not Applicable 2016-03-08 Agenda Packet Page 432 D-5 34.The project will implement sustainable building management practices that include: 1)development of a percent specific maintenance manual including replacement specifications and operating information on all energy and green building features; 2)Certification of building management staff in sustainable building operations per BPI Multifamily Building Operator or equivalent training program; and 3)Undertaking formal building systems commissioning, retro-commissioning or re-commissioning as appropriate (continuous commissioning is not required: Not Applicable 35.The project will sub-meter centralized hot water systems for all tenants: Not Applicable 2016-03-08 Agenda Packet Page 433 E-1 EXHIBIT E CDLAC COMPLIANCE CERTIFICATE Project Name:Duetta Apartment Homes Name of Bond Issuer:Chula Vista Housing Authority CDLAC Application No.:15-440 Pursuant to Section 13 of Resolution No. 15-141(the “Resolution”), adopted by the California Debt Limit Allocation Committee (the “Committee”) on December 16, 2015, I, _____________________, an Officer of the Project Sponsor, hereby certify under penalty of perjury that, as of the date of this Certification, the above-mentioned Project is in compliance with all of the terms and conditions set forth in the Resolution. I further certify that I have read and understand the CDLAC Resolution, which specifies that once the Bonds are issued, the terms and conditions set forth in the Resolution shall be enforceable by the Committee through an action for specific performance or any other available remedy. Please check or write N/A to the items list below: ________The project is currently in the Construction or Rehabilitation phase. ________The project has incorporated minimum specifications into the project design for all new construction and rehabilitation projects as evidenced by the attached applicable third party certification (HERS Rater, Green Point Rater or US Green Building Council). For projects under construction or rehabilitation, the information is due following receipt of the verification but in no event shall the documentation be submitted more than two years after the issuance of bonds. ________For projects that received points for exceeding the minimum requirements please attach the appropriate California Energy Commission compliance form for the project which shows the necessary percentage improvement better than the appropriate standards. The compliance form must be signed by a California Association of Building Consultants, Certified Energy Plans Examiner or HERS Rater as applicable. Signature of Officer Date Printed Name of Officer Title of Officer Phone Number 2016-03-08 Agenda Packet Page 434 F-1 EXHIBIT F FORM OF ANNUAL CDLAC PUBLIC BENEFITS CERTIFICATION ACKNOWLEDGMENT: The California Debt Limit Allocation Committee (“CDLAC” or “Committee”) does not expect to hold an Applicant (Issuer) responsible for conditions they are not aware of; only for the Applicant to confirm their understanding of the status of the project/program based upon their own post-issuance compliance procedures. CDLAC will not review the Applicant’s procedures, and in good faith, will assume that the Applicant has in-place procedures they judge to adequately satisfy their post-issuance responsibilities as defined under the Internal Revenue Code and CDLAC Regulations. An Applicant is free to request project information from the Project Sponsor and rely on that information if they believe it satisfies their own compliance procedures and responsibilities. That information can then serve as the basis for the Applicant’s response to the questions within this certification. INSTRUCTIONS: Per the CDLAC Regulations, all Projects/Programs within an existing bond regulatory period and/or CDLAC compliance period shall be monitored for compliance with the terms and conditions of the Committee Resolution by the Applicant (Issuer). Mortgage Credit Certificate Single Family Housing Programs with outstanding authority shall bemonitored for the same requirements. The Applicant shall complete and submit the Annual Applicant Public Benefits and On-going Compliance Self Certification provided on the CDLAC website; certifying whether or not the Project/Program meets the terms and conditions of the Committee Resolution. The self- certification must be submitted by the Applicant to CDLAC no later than March 1 of each year (or at such other time as defined in the CDLAC Regulations or requested by the Committee). ALL APPLICANTS: Applicant/IssuerCertification of Delivery of Public Benefits Applicant/Issuer Name: Project Name (N/A for Single Family Housing Programs): Program Name (Single Family Housing Programs Only): Application Number (s): Resolution Number(s): Property address (N/A for Single Family Housing Programs): Project Completion Date (if the depreciable assets and/or project have not yet been placed in operation, please only respond to question 1 and mark “N/A” for all other questions) (N/A for Single Family Housing Programs): 2016-03-08 Agenda Packet Page 435 F-2 ATTENTION SINGLE FAMILY HOUSING APPLICANTS: Please proceed to Section D and complete the specific Single Family Housing Program section of this self-certification. SECTION A: 1.To the best of your knowledge, have there been any changes to the ownership entity, principles or property management of the project since the bonds were issued, or since the last certification was provided? (If so, please attach a request to revise the resolution noting all pertinent information regarding thechange) 2.To the best of your knowledge, has there been a change of use for the project? 3.To the best of your knowledge, has the project satisfied all of the requirements memorialized in the Exhibit A of the Committee Resolution (i.e. qualifying project completion, qualifying depreciable asset purchase, qualifying loan originations, the use of public funds, QRRP manager units, QRRP income rent restrictions, QRRP sustainable building methods, etc.; as applicable), and thus achieving all public benefit requirements (excluding QRRP service amenities) as presented to the Committee? (If there is more than one resolution for this project the most recent resolution will supersede all previous resolutions) a)As Issuer for the subject project, were you able to confirm to the satisfaction of your current requirements that the defined public benefits were conveyed at the completion of the purchase of the depreciable assets and/or development of the subject project? b)If the public benefits have been confirmed, what evidence to the satisfaction of your current requirements was received (i.e. invoices, contracts, agreements, rent rolls, on-site audits, etc.)? c)When was the evidence provided to theIssuer, or a site visit completed, to confirm the public benefits? d)If all of your compliance requirements were not met, what corrective action was taken to bring the project into compliance? Is the project currently in compliance? 2016-03-08 Agenda Packet Page 436 F-3 SECTION B: QRRP APPLICANTS ONLY: Applicant/IssuerCertification of Ongoing Compliance (Please attach the completed project sponsor certification form as provided in the Committee Resolution) 1.As captured in Exhibit A of the resolution, the QRRP project has committed to and is currently providing the following service amenities for a minimum of ten years, on a regular and ongoing basis, which are provided free of charge (with the exception of day care services): Please check the services that apply or write N/A where appropriate: _____ After-school Programs _____ Educational, health and wellness, or skill building classes _____ Health and Wellness services and programs (not group classes) _____ Licensed Childcare provided for a minimum of 20 hours per week (Monday-Friday) _____ Bona-Fide Service Coordinator/ Social Worker a)For this reporting period, what evidence (i.e. MOU’s, contracts, schedules, calendars, flyers, sign-up sheets, etc.) was provided to the satisfaction of your current requirements to confirm that the above listed services are being provided and have met the requirements of Exhibit A of the Resolution? b)If all compliance requirements were not met, what corrective action has been taken thus far? SECTION C: INDUSTRIAL DEVELOPMENT BOND AND RECOVERY ZONE BOND APPLICANTS ONLY: Applicant/IssuerCertification of Post-Issuance Compliance (if applicable) (Note: Once the job creation/retention goals have been achieved, no additional reporting for this section is required by CDLAC in the subsequent annual certifications.) 1.As captured in Exhibit A of the Committee Resolution, the Applicant or Project Sponsor reasonably expects a certain minimum number of new and/or retained jobs associated with the project within two (2) years following the completion of that project: Please provide the following information: 2016-03-08 Agenda Packet Page 437 F-4 _____ Number of Existing Jobs Originally Anticipated to be Retained _____ Number of New Jobs Originally Anticipated to be Created Is the project complete? ____ No. STOP HERE (no additional reporting on this section is necessary until project completion). ____ Yes. Please Complete the Following Information: a)What evidence was provided to confirm that the above listed jobs were retained and/or provided and that the project achieved the job creation/retention goals noted in Exhibit A of the Committee Resolution? b)Did the evidence received or observed meet your standards for compliance with the applicable job creation/retention goals? SECTION D: SINGLE FAMILY HOUSING APPLICANTS ONLY: The Applicant/Issuer is required to report to CDLAC until the authority/bond proceeds have been exhausted. 1.To the best of your knowledge, has the program satisfied the requirements memorialized in the Exhibit A of the Committee Resolution? If not, please explain. 2.Was the MCC authority/Were the bond proceeds exhausted by the IRS-required deadline? If “Yes”, no future Compliance Self-Certifications are required for this allocation. If “No”, please explain. 3.If the MCC authority/bond proceeds balance for this allocation award exceeds $1 million, please provide the balance of the amount remaining along with an explanation of the planned use of the authority/proceeds (i.e. rate of issuance, existing pipeline loans, etc.). 2016-03-08 Agenda Packet Page 438 F-5 _____________________________________ _________________ Signature of Officer Date _____________________________________ Printed Name of Officer _____________________________________ ____________________ Title of Officer Phone number 2016-03-08 Agenda Packet Page 439 Stradling Yocca Carlson & Rauth Draft dated March1, 2016 BORROWER LOAN AGREEMENT between the CHULA VISTA HOUSING AUTHORITY, as Governmental Lender and G STREET SENIORSCIC, LP, as Borrower dated as of March1, 2016 relating to: Funding Loan originated by CITIBANK, N.A., as Funding Lender from the proceeds of the $____________ CHULA VISTA HOUSING AUTHORITY MULTIFAMILY HOUSING REVENUE NOTE (VOLTA APARTMENT HOMES) SERIES 2016B-1 $____________ CHULA VISTA HOUSING AUTHORITY MULTIFAMILY HOUSING REVENUE NOTE (VOLTAAPARTMENT HOMES) TAXABLE SERIES 2016B-2 The interest of the Governmental Lender in this Borrower Loan Agreement (except for certain rights described herein) has been pledged and assigned to Citibank, N.A., as funding lender (the “Funding Lender”), under that certain Funding Loan Agreement, of even date herewith, by and among Chula Vista Housing Authority (the “Governmental Lender”), U.S. Bank National Association, as fiscal agent, and the Funding Lender, under which the Funding Lender is originating a loan to the Governmental Lenderthe proceeds of which are to be usedto fund the Borrower Loan made under this Borrower Loan Agreement. 2016-03-08 Agenda Packet Page 440 i TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; PRINCIPLES OF CONSTRUCTION Section 1.1.Specific Definitions......................................................................................................2 Section 1.2.Definitions.....................................................................................................................2 ARTICLE II GENERAL Section 2.1.Origination of Borrower Loan....................................................................................17 Section 2.2.Security for the Funding Loan....................................................................................18 Section 2.3.Loan; Borrower Note; Conditions to Closing.............................................................19 Section 2.4.Borrower Loan Payments...........................................................................................21 Section 2.5.Additional Borrower Payments...................................................................................21 Section 2.6.Overdue Payments; Payments if Default....................................................................22 Section 2.7.Calculation of Interest Payments and Deposits to Real Estate Related Reserve Funds...........................................................................................................................22 Section 2.8.Grant of Security Interest; Application of Funds........................................................22 Section 2.9.Marshalling; Payments Set Aside...............................................................................23 Section 2.10.Borrower Loan Disbursements...................................................................................23 ARTICLE III CONVERSION Section 3.1.Conversion Date and Extension of Outside Conversion Date....................................24 Section 3.2.Notice From Funding Lender; Funding Lender’s Calculation Final..........................24 Section 3.3.Mandatory Prepayment of the Borrower Loan...........................................................24 Section 3.4.Release of Remaining Loan Proceeds.........................................................................24 Section 3.5.No Amendment...........................................................................................................24 Section 3.6.Determinations by Funding Lender............................................................................25 ARTICLE IV REPRESENTATIONS AND WARRANTIES Section 4.1.Borrower Representations...........................................................................................25 Section 4.1.1Organization; Special Purpose....................................................................................25 Section 4.1.2Proceedings; Enforceability........................................................................................25 Section 4.1.3No Conflicts................................................................................................................26 Section 4.1.4Litigation; Adverse Facts............................................................................................26 Section 4.1.5Agreements; Consents; Approvals..............................................................................27 Section 4.1.6Title.............................................................................................................................27 2016-03-08 Agenda Packet Page 441 TABLE OF CONTENTS (Continued) Page ii Section 4.1.7Survey.........................................................................................................................27 Section 4.1.8No Bankruptcy Filing.................................................................................................27 Section 4.1.9Full and Accurate Disclosure......................................................................................28 Section 4.1.10No Plan Assets............................................................................................................28 Section 4.1.11Compliance.................................................................................................................28 Section 4.1.12Contracts.....................................................................................................................28 Section 4.1.13Financial Information..................................................................................................28 Section 4.1.14Condemnation.............................................................................................................29 Section 4.1.15Federal Reserve Regulations.......................................................................................29 Section 4.1.16Utilities and Public Access.........................................................................................29 Section 4.1.17Not a Foreign Person..................................................................................................29 Section 4.1.18Separate Lots...............................................................................................................29 Section 4.1.19Assessments................................................................................................................29 Section 4.1.20Enforceability..............................................................................................................29 Section 4.1.21Insurance.....................................................................................................................29 Section 4.1.22Use of Property; Licenses...........................................................................................30 Section 4.1.23Flood Zone..................................................................................................................30 Section 4.1.24Physical Condition......................................................................................................30 Section 4.1.25Encroachments............................................................................................................30 Section 4.1.26State Law Requirements.............................................................................................30 Section 4.1.27Filing and Recording Taxes........................................................................................30 Section 4.1.28Investment Company Act...........................................................................................31 Section 4.1.29Fraudulent Transfer.....................................................................................................31 Section 4.1.30Ownership of the Borrower.........................................................................................31 Section 4.1.31Environmental Matters................................................................................................31 Section 4.1.32Name; Principal Place of Business.............................................................................31 Section 4.1.33Subordinated Debt......................................................................................................31 Section 4.1.34Filing of Taxes............................................................................................................32 Section 4.1.35General Tax.................................................................................................................32 Section 4.1.36Approval of the Borrower Loan Documents and Funding Loan Documents.............32 Section 4.1.37Funding Loan Agreement...........................................................................................32 Section 4.1.38Americans with Disabilities Act.................................................................................32 Section 4.1.39Requirements of Act, Code and Regulations..............................................................32 Section 4.1.40Regulatory Agreement................................................................................................32 Section 4.1.41Intention to Hold Project.............................................................................................33 Section 4.1.42Concerning General Partner........................................................................................33 Section 4.1.43Government and Private Approvals............................................................................33 Section 4.1.44Concerning Guarantor.................................................................................................34 Section 4.1.45No Material Defaults...................................................................................................34 Section 4.1.46Payment of Taxes........................................................................................................34 Section 4.1.47Rights to Project Agreements and Licenses................................................................34 Section 4.1.48Patriot Act Compliance...............................................................................................35 Section 4.1.49Rent Schedule.............................................................................................................35 Section 4.1.50Other Documents........................................................................................................35 Section 4.1.51Subordinate Loan Documents.....................................................................................35 Section 4.2.Survival of Representations and Covenants................................................................36 2016-03-08 Agenda Packet Page 442 TABLE OF CONTENTS (Continued) Page iii ARTICLE V AFFIRMATIVE COVENANTS Section 5.1.Existence.....................................................................................................................36 Section 5.2.Taxes and Other Charges............................................................................................36 Section 5.3.Repairs; Maintenance and Compliance; Physical Condition......................................36 Section 5.4.Litigation.....................................................................................................................37 Section 5.5.Performance of Other Agreements.............................................................................37 Section 5.6.Notices........................................................................................................................37 Section 5.7.Cooperate in Legal Proceedings.................................................................................37 Section 5.8.Further Assurances......................................................................................................37 Section 5.9.Delivery of Financial Information..............................................................................38 Section 5.10.Environmental Matters................................................................................................38 Section 5.11.Governmental Lender’s and Funding Lender’s Fees..................................................38 Section 5.12.Estoppel Statement......................................................................................................38 Section 5.13.Defense of Actions......................................................................................................39 Section 5.14.Expenses.....................................................................................................................39 Section 5.15.Indemnity....................................................................................................................40 Section 5.16.No Warranty of Condition or Suitability by the Governmental Lender or Funding Lender...........................................................................................................42 Section 5.17.Right of Access to the Project.....................................................................................42 Section 5.18.Notice of Default.........................................................................................................42 Section 5.19.Covenant with Governmental Lender and Funding Lender........................................43 Section 5.20.Obligation of the Borrower to Construct the Project..................................................43 Section 5.21.Maintenance of Insurance...........................................................................................43 Section 5.22.Information; Statements and Reports..........................................................................43 Section 5.23.Additional Notices......................................................................................................44 Section 5.24.Compliance with Other Agreements; Legal Requirements........................................45 Section 5.25.Completion and Maintenance of Project.....................................................................46 Section 5.26.Fixtures.......................................................................................................................46 Section 5.27.Income from Project...................................................................................................46 Section 5.28.Leases and Occupancy Agreements............................................................................46 Section 5.29.Project Agreements and Licenses...............................................................................47 Section 5.30.Payment of Debt Payments.........................................................................................47 Section 5.31.ERISA.........................................................................................................................47 Section 5.32.Patriot Act Compliance...............................................................................................47 Section 5.33.Funds from Equity Investor........................................................................................48 Section 5.34.Tax Covenants............................................................................................................48 Section 5.35.Payment of Rebate......................................................................................................53 Section 5.36.Covenants under Funding Loan Agreement...............................................................54 Section 5.37.Continuing Disclosure Agreement..............................................................................54 2016-03-08 Agenda Packet Page 443 TABLE OF CONTENTS (Continued) Page iv ARTICLE VI NEGATIVE COVENANTS Section 6.1.Management Agreement.............................................................................................55 Section 6.2.Dissolution..................................................................................................................55 Section 6.3.Change in Business or Operation of Property.............................................................55 Section 6.4.Debt Cancellation........................................................................................................55 Section 6.5.Assets..........................................................................................................................55 Section 6.6.Transfers.....................................................................................................................55 Section 6.7.Debt.............................................................................................................................55 Section 6.8.Assignment of Rights..................................................................................................56 Section 6.9.Principal Place of Business.........................................................................................56 Section 6.10.Partnership Agreement................................................................................................56 Section 6.11.ERISA.........................................................................................................................56 Section 6.12.No Hedging Arrangements.........................................................................................56 Section 6.13.Loans and Investments; Distributions; Related Party Payments................................56 Section 6.14.Amendment of Related Documents or CC&R’s.........................................................57 Section 6.15.Personal Property........................................................................................................57 Section 6.16.Fiscal Year..................................................................................................................57 Section 6.17.Publicity......................................................................................................................57 Section 6.18.Subordinate Loan Documents.....................................................................................57 ARTICLE VII RESERVED ARTICLE VIII DEFAULTS Section 8.1.Events of Default........................................................................................................58 Section 8.2.Remedies.....................................................................................................................63 Section 8.2.1Acceleration................................................................................................................63 Section 8.2.2Remedies Cumulative.................................................................................................63 Section 8.2.3Delay...........................................................................................................................63 Section 8.2.4Set Off; Waiver of Set Off..........................................................................................64 Section 8.2.5Assumption of Obligations.........................................................................................64 Section 8.2.6Accounts Receivable...................................................................................................64 Section 8.2.7Defaults under Other Documents................................................................................64 Section 8.2.8Abatement of Disbursements......................................................................................64 Section 8.2.9Completion of Improvements.....................................................................................65 Section 8.2.10Right to Directly Enforce............................................................................................65 Section 8.2.11Power of Attorney.......................................................................................................65 2016-03-08 Agenda Packet Page 444 TABLE OF CONTENTS (Continued) Page v ARTICLE IX SPECIAL PROVISIONS Section 9.1.Sale of Note and Secondary Market Transaction........................................................66 Section 9.1.1Cooperation.................................................................................................................66 Section 9.1.2Use of Information......................................................................................................67 Section 9.1.3Borrower Obligations Regarding Secondary Market Disclosure Documents............67 Section 9.1.4Borrower Indemnity Regarding Filings......................................................................68 Section 9.1.5Indemnification Procedure..........................................................................................68 Section 9.1.6Contribution................................................................................................................68 ARTICLE X MISCELLANEOUS Section 10.1.Notices........................................................................................................................69 Section 10.2.Brokers and Financial Advisors..................................................................................71 Section 10.3.Survival.......................................................................................................................71 Section 10.4.Preferences..................................................................................................................71 Section 10.5.Waiver of Notice.........................................................................................................72 Section 10.6.Offsets, Counterclaims and Defenses.........................................................................72 Section 10.7.Publicity......................................................................................................................72 Section 10.8.Construction of Documents........................................................................................72 Section 10.9.No Third Party Beneficiaries......................................................................................72 Section 10.10.Assignment.................................................................................................................73 Section 10.11.[Reserved]...................................................................................................................73 Section 10.12.Governmental Lender, Funding Lender and Servicer Not in Control; No Partnership..................................................................................................................73 Section 10.13.Release........................................................................................................................74 Section 10.14.Term of Borrower Loan Agreement...........................................................................74 Section 10.15.Reimbursement of Expenses.......................................................................................74 Section 10.16.Permitted Contests......................................................................................................74 Section 10.17.Funding Lender Approval of Instruments and Parties................................................75 Section 10.18.Funding Lender Determination of Facts.....................................................................75 Section 10.19.Calendar Months.........................................................................................................75 Section 10.20.Determinations by Lender...........................................................................................75 Section 10.21.Governing Law...........................................................................................................75 Section 10.22.Consent to Jurisdiction and Venue..............................................................................76 Section 10.23.Successors and Assigns...............................................................................................76 Section 10.24.Severability.................................................................................................................76 Section 10.25.Entire Agreement; Amendment and Waiver...............................................................76 Section 10.26.Counterparts................................................................................................................76 Section 10.27.Captions......................................................................................................................76 Section 10.28.Servicer.......................................................................................................................76 Section 10.29.Beneficiary Parties as Third Party Beneficiary...........................................................77 Section 10.30.Waiver of Trial by Jury...............................................................................................77 2016-03-08 Agenda Packet Page 445 TABLE OF CONTENTS (Continued) Page vi Section 10.31.Time of the Essence....................................................................................................77 Section 10.32.[Reserved]...................................................................................................................77 Section 10.33.Reference Date............................................................................................................77 ARTICLE XI LIMITATIONS ON LIABILITY Section 11.1.Limitation on Liability................................................................................................77 Section 11.2.Limitation on Liability of Governmental Lender.......................................................77 Section 11.3.Waiver of Personal Liability.......................................................................................78 Section 11.4.Limitation on Liability of Governmental Lender’s or Funding Lender’s Commissioners, Officers, Employees, Etc..................................................................78 Section 11.5.Delivery of Reports, Etc.............................................................................................79 2016-03-08 Agenda Packet Page 446 BORROWER LOAN AGREEMENT This Borrower Loan Agreement, dated as of March1, 2016(this “Borrower Loan Agreement”) is entered into by the Chula Vista Housing Authority, a public body corporate and politic, organized and existing under the laws of the State of California (together with its successors and assigns, the “Governmental Lender”), and G Street SeniorsCIC, LP, a California limited partnership (together with its successors and assigns, the “Borrower”). RECITALS: WHEREAS, the Governmental Lender is a public body, corporate and politic, duly organized and validly existing under the laws of the State of California; and WHEREAS, the Governmental Lender is empowered pursuant to Chapter1 of Part2 of Division 24 of the California Health and Safety Code (the “Act”) to: (a)make loans to any person to provide financing for residential rental developments located within the City of Chula Vista (the “Sponsoring Political Subdivision”), and intended to be occupied in part or in whole by persons of low and moderate income; (b)borrow funds for thepurpose 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 any such borrowing by the Governmental Lender; and (c)pledge all or any part of the revenues, receipts or resources of the Governmental Lender, including the revenues and receipts to be received by the Governmental Lender from or in connection with such loans, and to mortgage, pledge or grant security interests in such loans or other property of the Governmental Lender in order to secure the repayment of any such borrowing by the Governmental Lender; and WHEREAS, the Borrower has applied to the Governmental Lender for a loan (the “Borrower Loan”), for the acquisition and construction of a 122-unitplus one manager unit senior multifamily residential rental project located at Otay Ranchin the City of Chula Vista, California, known as“Volta Apartment Homes”; and WHEREAS, the Borrower’s repayment obligations under this Borrower Loan Agreement are evidenced by the Borrower Notes, as defined herein; and WHEREAS, the Borrower has requested that the Governmental Lender enter into that certain Funding Loan Agreement, of even date herewith (the “Funding Loan Agreement”), among the Governmental Lender, U.S. Bank National Association, as fiscal agent (the “Fiscal Agent”), and Citibank, N.A. (the “Funding Lender”), under which the Funding Lender will make a loan (the “Funding Loan”) to the Governmental Lender (and the Governmental Lender will issue its Governmental Lender Notes(as defined herein) in connection therewith), the proceeds of which will be loaned under this Borrower Loan Agreement to the Borrower to finance the acquisition and construction of the Project (as defined herein); and WHEREAS, the Borrower Loan is secured by, among other things, that certain [Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (California)](as amended, restated and/or supplemented from time to time, the “Security Instrument”), of even date herewith and assigned to the Funding Lender to secure the Funding Loan, encumbering the Project, and will be advanced to the Borrower pursuant to this Borrower Loan Agreement, the Funding Loan Agreement and the Construction Funding Agreement (as defined herein). 2016-03-08 Agenda Packet Page 447 2 AGREEMENT: NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants and agreements herein contained, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS; PRINCIPLES OF CONSTRUCTION Section 1.1.Specific Definitions. For all purposes of this Borrower Loan Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a)Unless specifically defined herein, all capitalized terms shall have the meanings ascribed thereto in the Security Instrument or, if not defined in the Security Instrument, in the Funding Loan Agreement. (b)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 GAAP. (c)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. (d)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. (e)Unless otherwise specified, (i)all references to sections and schedules are to those in this Borrower Loan Agreement, (ii)the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Borrower Loan Agreement as a whole and not to any particular provision, (iii)alldefinitions are equally applicable to the singular and plural forms of the terms defined and (iv)the word “including” means “including but not limited to.” Section 1.2.Definitions. The following terms, when used in this Borrower Loan Agreement (including when used in the above recitals), shall have the following meanings: “Act” shall have the meaning given to it in the recitals to this Borrower Loan Agreement. “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 ninety (90) days after the commencement thereof. “ADA” shall have the meaning set forth in Section4.1.38 hereof. “Additional Borrower Payments” shall mean the payments payable pursuant to Section2.5 (Additional Borrower Payments), Section2.6 (Overdue Payments; Payments in Default), Section3.3.3 of the Construction Funding Agreement (Borrower Loan in Balance), Section5.14 (Expenses), and Section10 of the Borrower Note (Voluntary and Involuntary Prepayments). 2016-03-08 Agenda Packet Page 448 3 “Administrative General Partner” shall mean CICG Street Seniors, LLC, a California limited liability company. “Agreement of Environmental Indemnification” shall mean the Agreement of Environmental Indemnification, of even date herewith, executed by the Borrower and Guarantor for the benefit of the Beneficiary Parties, the Servicer, any lawful holder, owner or pledgee of the Borrower Note, and their respective successors and assigns. “Appraisal” shall mean an appraisal of the Project and Improvements, which appraisal shall be (i)performed by a qualified appraiser licensed in the State selected by Funding Lender, and (ii)satisfactory to Funding Lender (including, without limitation, as adjusted pursuant to any internal review thereof by Funding Lender) in all respects. “Architect” shall mean any licensed architect, space planner or design professional that Borrower may engage from time to time, with the approval of Funding Lender, to design any portion of the Improvements, including the preparation of the Plans and Specifications. “Architect’s Agreement” means any agreement that Borrower and any Architect from time to time may execute pursuant to which Borrower engages such Architect to design any portion of the Improvements, including the preparation of the Plans and Specifications, as approved by Funding Lender. “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 Governmental Lender, the Funding Lender, the Fiscal Agent 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. “Bankruptcy Code” shall mean the United State Bankruptcy Reform Act of 1978, as amended from time to time, or any substitute or replacement legislation. “Bankruptcy Event” shall have the meaning given to that term in the Security Instrument. “Bankruptcy Proceeding” shall have the meaning set forth in Section4.1.8 hereof. “Beneficiary Parties” shall mean, collectively, the Funding Lender and the Governmental Lender. “Borrower” shall have the meaning set forth in the recitals to this Borrower Loan Agreement. “Borrower Affiliate” means, as to the Borrower, its general partner or the Guarantor, (i)any entity that directly or indirectly owns, controls, or holds with power to vote, 20 percent or more of the outstanding voting securities of Borrower, its general partner or the Guarantor, (ii)any corporation 20 percent or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by the Borrower, its general partner or the Guarantor, (iii)any partner of Borrower, its general partner or the Guarantor, or (iv)any other person that is related (to the third degree of consanguinity) by blood or marriage to the Borrower, its general partner or the Guarantor (to the extent any of the Borrower, its general partner or the Guarantor is a natural person). 2016-03-08 Agenda Packet Page 449 4 “Borrower Controlling Entity” shall mean the general partner of the Borrower. “Borrower Deferred Equity” shall mean the Equity Contributions to be made by the Equity Investor to Borrower pursuant to the Partnership Agreement other than Borrower Initial Equity, in accordance with the following schedule (subject to adjustments as contained in the Borrower’s Partnership Agreement): Amount Date Closing Date [$]January1, 2018, or such later date as “Stabilized Operations” are achieved, as such term is defined and as otherwise provided in the Partnership Agreement [ ][the date on which the IRS Form 8609 has been submitted] $Total “Borrower Initial Equity” shall mean an initial installment of the Equity Contributions made to Borrower by the Equity Investor in an amount of at least [$_________](net of a $______ due diligence fee) to be made on or prior to the Closing Date. “Borrower Loan” shall mean the mortgage loan made by the Governmental Lender to the Borrower pursuant to this Borrower Loan Agreement, in the maximum principal amount of the Borrower Loan Amount, as evidenced by the Borrower Note. “Borrower Loan Agreement” shall mean this Borrower Loan Agreement. “Borrower Loan Amount” shall mean $______________, the maximum principal amount of the Borrower Note. “Borrower Loan Documents” shall mean this Borrower Loan Agreement, the Construction Funding Agreement, the Borrower Notes, the Security Instrument, the Agreement of Environmental Indemnification, the Replacement Reserve Agreement, the Guaranty, the Contingency Draw Down Agreement, and all other documents or agreements evidencing or relating to the Borrower Loan. “Borrower Loan Payment Date” shall mean (i)the date upon which regularly scheduled Borrower Loan Payments are due pursuant toone or both ofthe Borrower Notes, or (ii)any other date on whichone or both ofthe Borrower Notesis prepaid or paid, whether at the scheduled maturity or upon the acceleration of the maturity thereof. “Borrower Loan Payments” shall mean the monthly loan payments payable pursuant to the Borrower Note. “Borrower Loan Proceeds” shall mean proceeds of the Borrower Loan, to be disbursed in accordance with Section2.10 of this Borrower Loan Agreement and the Construction Funding Agreement. “Borrower Note Series 2016B-1”shall mean that certainMultifamily Note dated as of the Closing Date in the maximum principal amount of $__________ made by Borrower and payable to 2016-03-08 Agenda Packet Page 450 5 Governmental Lender, as endorsed and assigned to the Funding Lender, as it may be amended, supplemented or replaced from time to time. “Borrower Note Taxable Series 2016B-2”shall mean that certain Multifamily Note dated as of the Closing Date in the maximum principal amount of $__________ made by Borrower and payable to Governmental Lender, as endorsed and assigned to the Funding Lender, as it may be amended, supplemented or replaced from time to time. “Borrower Notes”shall mean, collectively, the Borrower Note Series 2016B-1 and the Borrower Note Taxable Series 2016B-2; and a “Borrower Note” shall mean one of such Borrower Notes. “Borrower Payment Obligations” shall mean all payment obligations of the Borrower under the Borrower Loan Documents, including, but not limited to, the Borrower Loan Payments and the Additional Borrower Payments. “Business Day” shall mean any day other than(i)a Saturday or Sunday, or (ii)a day on which the Fiscal Agent or federally insured depository institutions in New York, New York are authorized or obligated by law, regulation, governmental decree or executive order to be closed. “Calculation Period” shall mean three (3) consecutive full Calendar Months occurring prior to the Conversion Date, as the same may be extended in accordance with Section3.1 hereof. “Calendar Month” shall mean each of the twelve (12) calendar months of the year. “CC&R’s” shallmean any covenants, conditions, restrictions, maintenance agreements or reciprocal easement agreements affecting the Project or the Mortgaged Property. “Closing Date” means March__, 2016, the date that the initial Borrower Loan Proceeds are disbursed hereunder. “Code” shall mean the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. “Collateral” shall mean all collateral described in (i)this Borrower Loan Agreement (including, without limitation, all property in which the Funding Lender is granted a security interest pursuant to any provision of this Borrower Loan Agreement), (ii)the Security Instrument, or (iii)any other Security Document, which Collateral shall include the Project, all of which collateral is pledged and assigned to Funding Lender under the Funding Loan Agreement to secure the Funding Loan. “Completion” shall have the meaning set forth in Section5.25. “Completion Date” shall mean [March1, 2019]. “Computation Date” shall have the meaning ascribed thereto in Section1.148 3(e) of the Regulations. 2016-03-08 Agenda Packet Page 451 6 “Condemnation” shall mean any action or proceeding or notice relating to any proposed or actual condemnation or other taking, or conveyance in lieu thereof, of all or any part of the Project, whether direct or indirect. “Conditions to Conversion” shall have the meaning ascribed thereto in the Construction Funding Agreement. “Construction Consultant” shall mean a third-party architect or engineer selected and retained by Funding Lender, at the cost and expense of Borrower, to monitor the progress of construction of the Project and to inspect the Improvements to confirm compliance with this Borrower Loan Agreement. “Construction Contract” shall mean any agreement that Borrower and any Contractor from time to time may execute pursuant to which Borrower engages the Contractor to construct any portion of the Improvements, as approved by Funding Lender. “Construction Funding Agreement” means that certain Construction Funding Agreement of even date herewith, between the Funding Lender, as agent for the Governmental Lender, and Borrower, pursuant to which the Borrower Loan will be advanced by the Funding Lender (or the Servicer on its behalf), as agent of the Governmental Lender, to the Borrower and setting forth certain provisions relating to disbursement of the Borrower Loan during construction, insurance and other matters, as such agreement may be amended, modified, supplemented and replaced from time to time. “Construction Schedule” shall mean a schedule of construction progress withthe anticipated commencement and completion dates of each phase of construction and the anticipated date and amounts of each Disbursement for the same, as approved by Funding Lender, as assignee of the Governmental Lender. “Contingency Draw-Down Agreement” means the Contingency Draw-Down Agreement of even date herewith, between the Funding Lender and the Borrower relating to possible conversion of the portion of the Funding Loanevidenced by the Tax-Exempt Governmental Lender Notefrom a draw down loan to a fully funded loan. “Continuing Disclosure Agreement” shall mean that certain Continuing Disclosure Agreement of even date herewith, between the Borrower and the Funding Lender, pursuant to which the Borrower agrees to provide certain information with respect to the Project, the Borrower and the Funding Loan subsequent to the Closing Date, as amended, supplemented or restated from time to time. “Contractor” shall mean any licensed general contractor or subcontractor that Borrower may directly engage from time to time, with the approval of Funding Lender, to construct and/or rehabilitate any portion of the Improvements. “Contractual Obligation” shall mean, for any Person, any debt or equity security issued by that Person, and any indenture, mortgage, deedof trust, contract, undertaking, instrument or agreement (written or oral) to which such Person is a party or by which it is bound, or to which it or any of its assets is subject. 2016-03-08 Agenda Packet Page 452 7 “Conversion” shall mean Funding Lender’s determination that the Conditions to Conversion have been satisfied in accordance with the provisions of this Borrower Loan Agreement and the Construction Funding Agreement. “Conversion Date” shall mean the date to be designated by Funding Lender once the Conditions to Conversion have beensatisfied, the determination of the Permanent Period Amount has been made and any loan balancing payments in accordance with Section3.3 hereof and the Construction Funding Agreement have been made. The Conversion Date must occur no later than the Outside Conversion Date. “Cost Breakdown” shall mean the schedule of costs for the Improvements, as set forth in the Construction Funding Agreement and as the same may be amended from time to time with Funding Lender’s consent. “Costs of Funding” shall mean the Governmental Lender’s Closing Fee and the fees, costs, expenses and other charges incurred in connection with the funding of the Borrower Loan and the Funding Loan, the negotiation and preparation of this Borrower Loan Agreement and each of the other Borrower Loan Documents and Funding Loan Documents and shall include, but shall not be limited to, the following: (i)counsel fees (including but not limited to Tax Counsel, counsel to the Governmental Lender, Borrower’s counsel, and Funding Lender’s counsel);(ii)financial advisor fees incurred in connection with the closing of the Borrower Loan and the Funding Loan; (iii)certifying and authenticating agent fees and expenses related to funding of the Funding Loan; (iv)printing costs (for any preliminary andfinal offering materials relating to the Funding Loan); (v)any recording fees; (vi)any additional fees charged by the Governmental Lender or the Fiscal Agent; and (vii)costs incurred in connection with the required public notices generally and costs ofthe public hearing. “Costs of Funding Deposit” shall mean the amount required to be deposited by the Borrower with the First American Title Company to pay Costs of Funding in connection with the closing of the Borrower Loan and the Funding Loan on the Closing Date. “Cost of Improvements” shall mean the costs for the Improvements, as set forth on the Cost Breakdown. “Credit Enhancer” shall mean a government sponsored enterprise that at any time, directly or indirectly, purchases the Borrower Loan or provides credit enhancement with respect to the Borrower Loan. “Date of Disbursement” shall mean the date of a Disbursement. “Day” or “Days” shall mean calendar days unless expressly stated to be Business Days. “Debt” shall mean, as to any Person, any of such Person’s liabilities, including all indebtedness (whether recourse and nonrecourse, short term and long term, direct and contingent), all committed and unfunded liabilities, and all unfunded liabilities, that would appear upon a balance sheet of such Person prepared in accordance with GAAP. “Default Rate” shall have the meaning given to that term in the Borrower Note. “Determination of Taxability” shall mean (i)a determination by the Commissioner or any District Director of the Internal Revenue Service, (ii)a private ruling or Technical Advice 2016-03-08 Agenda Packet Page 453 8 Memorandum concerning the Tax-Exempt Governmental Lender Note issued by the National Office of the Internal Revenue Service in which Governmental Lender and Borrower were afforded the opportunity to participate, (iii)adetermination by any court of competent jurisdiction, (iv)the enactment of legislation or (v)receipt by the Funding Lender, at the request of the Governmental Lender, the Borrower or the Funding Lender, of an opinion of Tax Counsel, in each case to the effect that the interest on the Tax-Exempt Governmental Lender Note is includable in gross income for federal income tax purposes of any holder or any former holder of all or a portion of the Governmental Lender Note, other than a holder who is a “substantial user” of the Project or a “related person” (as such terms are defined in Section147(a) of the Code); provided, however, that no such Determination of Taxability under clause (i) or (iii) shall be deemed to have occurred if the Governmental Lender (at the sole expense of the Borrower), the Funding Lender (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 (a)a final determination from which no appeal may be taken with respect to such determination, (b)abandonment of such appeal by the Governmental Lender or the Borrower, as the case may be, or (c)one year from the date of initial determination. “Developer Fee” shall mean the fees and/or compensation payable to ARES Affordable Services, LLC, a California limited liability company, pursuant to the Development Agreement dated as of March1, 2016between Borrower and such entity, which fees and/or compensation shall not be paid prior to the Conversion Date except as otherwise permitted pursuant to Section6.13(b). “Disbursement” means a disbursement of Borrower Loan Proceeds and Other Borrower Moneys pursuant to this Borrower Loan Agreement. “Engineer” shall mean any licensed civil, structural, mechanical, electrical, soils, environmental or other engineer that Borrower may engage from time to time, with the approval of Funding Lender, to perform any engineering services with respect to any portion of the Improvements. “Engineer’s Contract” shall mean any agreement that Borrower and any Engineer from time to time may execute pursuant to which Borrower engages such Engineer to perform any engineering services with respect to any portion of the Improvements, as approved by Funding Lender. “Equipment” shall have the meaning given to the term “Personalty” in the Security Instrument. “Equity Contributions” shall mean the equity to be contributed by the Equity Investor to Borrower, in accordance with and subject to the terms of the Partnership Agreement. “Equity Investor” shall meanRaymond James California Housing Opportunity Fund V L.L.C., a Florida limited liability company, and its affiliates, successors and assigns. “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, 2016-03-08 Agenda Packet Page 454 9 together with the Borrower, are treated as a single employer under any or all of Section414(b), (c), (m) or (o) of the Code. “Event of Default” shall mean any Event of Default set forth in Section8.1 of this Borrower Loan Agreement. An Event of Default shall “exist” if a Potential Default shall have occurred and be continuing beyond any applicable cure period. “Excess Revenues” shall have the meaning ascribed thereto in Section2.2(e) hereof. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. “Expenses of the Project” shall mean, for any period, the current expenses, paid or accrued, for the operation, maintenance and current repair of the Project, as calculated in accordance with GAAP, and shall include, without limiting the generality of the foregoing, salaries, wages, employee benefits, cost of materials and supplies, costs of routine repairs, renewals, replacements and alterations occurring in the usual course of business, costs and expenses properly designated as capital expenditures (e.g. repairs which would not be payable from amounts on deposit in a repair and replacement fund held pursuant to the Borrower Loan Documents), a management fee (however characterized) not to exceed $55.00 per unit per month, costs of billings and collections, costs of insurance, and costs of audits. Expenses of the Project shall not include any payments, however characterized, on account of any subordinate financing in respect of the Project or other indebtedness, allowance for depreciation, amortization or other non-cash items, gains and losses or prepaid expenses not customarily prepaid. “Extended Outside Conversion Date” shall have the meaning set forth in the Construction Funding Agreement. “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 Section1273 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)the investment is an interest in any commingled investment fund in which the Governmental Lender 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. “Fiscal Agent” shall mean the Fiscal Agent from time to time under and pursuant to the Funding Loan Agreement. Initially, the Fiscal Agent is U.S. Bank National Association. “Funding Lender” shall mean Citibank, N.A., a national banking association, in its capacity as lender under the Funding Loan. 2016-03-08 Agenda Packet Page 455 10 “Funding Loan” means the Funding Loan in the maximum principal amount of $______________made by Funding Lender to Governmental Lender under the Funding Loan Agreement, the proceeds of which are used by the Governmental Lender to make the Borrower Loan. “Funding Loan Agreement” means the Funding Loan Agreement, of even date herewith, among the Governmental Lender, the Fiscal Agent and the Funding Lender, as it may from time to time be supplemented, modified or amended by one or more amendments or other instruments supplemental thereto entered into pursuant to the applicable provisions thereof. “Funding Loan Documents” shall have the meaning given to that term in the Funding Loan Agreement. “GAAP” shall mean generally accepted accounting principles as in effect on the date of the application thereof and consistently applied throughout the periods covered by the applicable financial statements. “General Partner” shall mean, collectively, (i)the Administrative General Partner, (ii)the Managing General Partner, and/or (iii)any other Person that the partners of the Borrower, with the prior written approval of the Funding Lender (or as otherwise permitted with the Funding Lender’s approval pursuant to the Borrower Loan Documents), selected to be a general partner of the Borrower. “Governmental Authority” shall mean (i)any governmental municipality or political subdivision thereof, (ii)any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body, or (iii)any court, administrative tribunal or public utility, 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. “Governmental Lender” shall have the meaning set forth in the recitals to this Borrower Loan Agreement. “Governmental Lender Note Series 2016B-1”shall mean that certain Chula Vista Housing Authority Multifamily Housing Revenue Note (Volta Apartment Homes) Series 2016A-1, dated the Closing Date, in the original maximum principal amount of $__________, made by the Governmental Lender and payable to the Funding Lender, as executed by the Governmental Lender on the Closing Date and as it may thereafter be amended or supplemented from time to time. “Governmental Lender Note Taxable Series 2016B-2”shall mean that certain Chula Vista Housing Authority Multifamily Housing Revenue Note (Volta Apartment Homes) Taxable Series 2016B-2, dated the Closing Date, in the original maximum principal amount of $______, made by the Governmental Lender and payable to the Funding Lender, as executed by the Governmental Lender on the Closing Date and as it may thereafter be amended or supplemented from time to time. “Governmental Lender Notes”shall mean, collectively, the Governmental Lender Note Series 2016B-1 and the Governmental Lender Note Taxable Series 2016B-2; and a “Governmental Lender Note” shall mean one of such Governmental Lender Notes. 2016-03-08 Agenda Packet Page 456 11 “Governmental Lender’s Closing Fee” shall mean the administrative fees of the Governmental Lender payable on the Closing Date, as specified in the definition of “Governmental Lender Fee” in the Regulatory Agreement. The Governmental Lender’s Closing Fee is payable to the Governmental Lender on the Closing Date pursuant to Section2.3(c)(iii) hereof. “Gross Income” shall mean all receipts, revenues, income and other moneys received or collected by or on behalf of Borrower and derived from the ownership or operation of the Project, if any, and all rights to receive the same, whether in the form of accounts, accounts receivable, contract rights or other rights, and the proceeds of such rights, and whether now owned or held or hereafter coming into existence and proceeds received upon the foreclosure sale of the Project. Gross Income shall not include loan proceeds, equity or capital contributions, or tenant security deposits being held by Borrower in accordance with applicable law. “Gross Proceeds” shall mean, without duplication, the aggregate of: (a)the net amount (after payment of all expenses of originating the Funding Loan) of Funding Loan proceeds received by the Governmental Lender as a result of the origination of the Funding Loan; (b)all amounts received by the Governmental Lender as a result of the investment of the Funding Loan proceeds; (c)any amounts held in any fund or account to the extent that the Governmental Lender reasonably expects to use the amounts in such fund to pay any portion of the Funding Loan; and (d)any securities or obligations pledged by the Governmental Lender or by the Borrower as security for the payment of any portion of the Funding Loan. “Guarantor” shall mean Chelsea Investment Corporation, a California corporation and, prior to the Conversion Date, Emmerson Construction, Inc., a California corporation. “Guaranty” shall mean, collectively, the Completion and Repayment Guaranty and the Exceptions to Non-Recourse Guaranty, each of even date herewith and each by Chelsea Investment Corporation, a California corporation,for the benefit of the Beneficiary Parties(as defined therein), and the Completion Guaranty of even date herewith by Emmerson Construction, Inc., a California corporation,for the benefit of the Beneficiary Parties(as defined therein). “Improvements” shall mean the 122-unitplus one manager unit seniormultifamily residential rental project to be constructed upon the Land and known as“Volta Apartment Homes”, and all other buildings, structures, fixtures, wiring, systems, equipment and other improvements and personal property to be constructed and/or installed at or on the Land in accordance with the Cost Breakdown and the Plans and Specifications. “Indemnified Party” shall have the meaning set forth in Section5.15 hereof. “Installment Computation Date” shall mean any Computation Date other than the first Computation Date or the final Computation Date. 2016-03-08 Agenda Packet Page 457 12 “Interest Rate” shall mean, withrespect to a Borrower Note,the rate of interest accruing on the Borrower Loan pursuant to such Borrower Note. “Interim Phase Amount” shall mean $______________. “Junior Bonds” shall mean the subordinate bonds issued by the Governmental Lender under the Junior Indenture in the aggregate principal amount of not to exceed $______________. “Junior Indenture” shall mean the Junior Indenture of Trust, by and between the Governmental Lender and the Junior Trustee, dated as of March1, 2016, pursuant to which the Junior Bonds shall be issued. “Junior Loan” shall mean the loan of the proceeds of the Junior Bonds by the Governmental Lender to the Borrower pursuant to the Junior Loan Agreement. “Junior Loan Agreement” shall mean the Junior Loan Agreement, by and among the Governmental Lender, the Junior Trustee and the Borrower, dated as of March1, 2016, pursuant to which the Junior Loan is made to the Borrower. “Junior Trustee” shall mean U.S. Bank National Association, as trustee under the Junior Indenture, and any successor in interest thereto. “Land” means the real property described on Exhibit A to the Security Instrument. “Late Charge” shall mean the amount due and payable as a late charge on overdue payments under the Borrower Note, as provided in Section7 of the Borrower Note and Section2.5 hereof. “Legal Action” shall mean an action, suit, investigation, inquiry, proceeding or arbitration at law or in equity or before or by any foreign or domestic court, arbitrator or other Governmental Authority. “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 (including the Project) or the construction, 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 orknown 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. “Liabilities” shall have the meaning set forth in Section5.15 hereof. “Licenses” shall have the meaning set forth in Section4.1.22 hereof. “Lien” shall mean any interest, or claim thereof, in the Project securing an obligation owed to, or a claim by, any Personother 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, deed to secure debt, assignment, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. The term “Lien” shall 2016-03-08 Agenda Packet Page 458 13 include reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other title exceptions and encumbrances affecting the Project. “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 the Funding Lender in accordance with the terms of the Security Instrument, this Borrower Loan Agreement or any of the other Borrower Loan Documents. “Managing General Partner” shall meanPacific Southwest Community Development Corporation, a California non-profit public benefit corporation, as managing general partner of the Borrower. “Material Adverse Change” means any setof circumstances or events which (a)has or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of this Borrower Loan Agreement or any other Borrower Loan Document; (b)is or could reasonably be expected to be material and adverse to the business, properties, assets, financial condition, results of operations of the Borrower, General Partner, Guarantor or the Mortgaged Property; (c)could reasonably be expected to impair materially the ability of the Borrower, General Partner or Guarantor to duly and punctually pay or perform any of their respective obligations under any of the Borrower Loan Documents to which they are a party; or (d)impairs materially or could reasonably be expected to impair materially any rights of or benefits available to the Governmental Lender under this Borrower Loan Agreement or any other Borrower Loan Document, including, without limitation, the ability of Governmental Lender or, upon the assignment of the Borrower Loan toit, of the Funding Lender, to the extent permitted, to enforce its legal remedies pursuant to this Borrower Loan Agreement or any other Borrower Loan Document. “Moody’s” shall mean Moody’s Investors Service, Inc., or its successor. “Mortgaged Property” shall have the meaning given to that term in the Security Instrument. “Net Operating Income” shall mean: (i)the Gross Income, less (ii)the Expenses of the Project. “Nonpurpose Investment” shall mean any investment property (as defined in Section148(b) of the Code) that is acquired with the Gross Proceeds of the Funding Loan and which is not acquired to carry out the governmental purpose of the Funding Loan. “Ongoing Governmental Lender Fee” shall mean the ongoing portion of the Governmental Lender Fee (as that term is defined in the Regulatory Agreement) that is payable after the Closing Date. “Other Borrower Moneys” shall mean monies of Borrower other than Borrower Loan Proceeds and includes, but is not limited to, the Subordinate Debt, Net Operating Income, the Borrower’s Equity Contributions and any other funds contributed by or loaned to the Borrower for application to the Costs of the Improvements or other costs associated with the Project. 2016-03-08 Agenda Packet Page 459 14 “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 set forth in the Construction Funding Agreement. “Partnership Agreement” shall mean that certain Amended and Restated Agreement of Limited Partnership of the Borrower dated as of March1, 2016, as the same may be amended, restated or modified from time to time in accordance with its terms. “Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT ACT) of 2001, as the same may be amended from time to time, and corresponding provisions of future laws. “Patriot Act Offense” shall have the meaning set forth in Section4.1.48 hereof. “Permanent Period” shall mean the period of time from the Conversion Date to the Maturity Date (as defined in the Funding Loan Agreement). “Permanent Period Amount” shall mean the principal amount of the Borrower Loan as of the first day of the Permanent Period following the applicable calculation provided for in the Construction Funding Agreement. “Permitted Encumbrances” shall have the meaning given to that term in the Security Instrument. “Permitted Lease” shall mean a lease and occupancy agreement pursuant to the form approved by Funding Lender, to a residential tenant in compliance with the Legal Requirements, providing for an initial term of not less than six (6) months nor more than two (2) years. “Person” shall mean a natural person, a partnership, a joint venture, an unincorporated association, a limited liability company, a corporation, atrust, any other legal entity, or any Governmental Authority. “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 tomake contributions and (ii)which is covered by Title IV of ERISA or Section302 of ERISA or Section412 of the Code. “Plans and Specifications” shall mean the plans and specifications, and all approved changes thereto pursuant to the approval process setforth in the Construction Funding Agreement, for the construction of the Project approved by Funding Lender. “Potential Default” shall mean the occurrence of an event that, under this Borrower Loan Agreement or any other Borrower Loan Document, would, butfor the giving of notice or passage of time, or both, be an Event of Default. 2016-03-08 Agenda Packet Page 460 15 “Prepayment Premium” shall mean any premium payable by the Borrower pursuant to the Borrower Loan Documents in connection with a prepayment of the Borrower Note (including any prepayment premium as set forth in the Borrower Note). “Project” shall mean the Mortgaged Property (as defined in the Security Instrument) and Improvements thereon owned by the Borrower and encumbered by the Security Instrument, together with all rights pertaining to such real property and Improvements, as more particularly described in the Granting Clauses of the Security Instrument and referred to therein as the “Mortgaged Property.” “Project Agreements and Licenses” shall mean any and all Construction Contracts, Engineer’s Contracts and Management Agreements, and all other rights, licenses, permits, franchises, authorizations, approvals and agreements relating to use, occupancy, operation or leasing of the Project or the Mortgaged Property. “Provided Information” shall have the meaning set forth in Section9.1.1 (a) hereof. “Qualified Project Costs” shall have the meaning given to it in the Regulatory Agreement. “Rebate Amount” shall mean, for any given period, the amount determined by the Rebate Analyst asrequired to be rebated or paid as a yield reduction payment to the United States of America with respect to theportion of theFunding Loanevidenced by the Tax-Exempt Governmental Lender Note. “Rebate Analyst” shall mean the rebate analyst selected by the Borrower and acceptable to the Governmental Lender and the Funding Lender. “Rebate Analyst’s Fee” shall mean the annual fee of the Rebate Analyst payable by the Borrower to the Rebate Analyst. “Rebate Fund” shall mean the Rebate Fund created pursuant to Section5.35 hereof. “Related Documents” shall mean, collectively, any agreement or other document (other than the Borrower Loan Documents) granting a security interest (including each agreement that is the subject of any Borrower Loan Document), and any other agreement, instrument or other document (not constituting a Borrower Loan Document) relating to or executed in connection with the transactions contemplated by this Borrower Loan Agreement, but excluding the Partnership Agreement. “Replacement ReserveAgreement” shall mean the Replacement Reserve Agreement, of even date herewith, between the Borrower and the Funding Lender, as the same may be amended, restated or supplemented from time to time. “Replacement Reserve Fund Requirement” means Borrower’s funding obligations from time to time under the Replacement Reserve Agreement. “Retainage” shall mean,except as otherwise required in Section 3.13 of the Construction Funding Agreementfor each Construction Contract, (a)prior to the Project being fifty percent (50%) completed, as determined by the Funding Lender, the greater of (i)ten percent (10%) of all amounts required to be paid by a Contractor under the Construction Contract and (ii)the actual retainage required under such Construction Contract, which shall be released upon satisfaction of the 2016-03-08 Agenda Packet Page 461 16 conditions set forth in Section3.13 of the Construction Funding Agreement and, (b)after the Project is fifty percent (50%) completed, as determined by the Funding Lender, 0%. “Review Fee” shall mean the three thousand dollar ($3,000) fee payable to Funding Lender in connection with the review of requests from the Borrower in connection with events requiring the consent and/or approval of the Funding Lender, including, but not limited to, subordinate financings and easements. “Secondary Market Disclosure Document” shall have the meaning set forth in Section 9.1.2 hereof. “Secondary Market Transaction” shall have the meaning set forth in Section9.1.1 hereof. “Securities” shall have the meaning set forth in Section9.1.1 hereof. “Securities Act” shall mean the Securities Act of 1933, as amended. “Security Documents” shall mean the Security Instrument, the Replacement Reserve Agreement, the Collateral Agreements and the Collateral Assignments (as such terms are defined in the Security Instrument), this Borrower Loan Agreement, the Agreement of Environmental Indemnification, and such other security instruments that Funding Lender may reasonably request. “Security Instrument” shall have the meaning set forth in the recitals to this Borrower Loan Agreement. “Seller” means SLF IV Millenia LLC, a Delawarelimited liability company. “Servicer” shall mean the Servicer contracting with or appointed by the Funding Lender to service the Borrower Loan. The initial Servicer shall be Citibank, N.A. “Servicing Agreement” shall mean any servicing agreement or master servicing agreement, among the Servicer and the Funding Lender relating to the servicing of the Borrower Loan and any amendments thereto or any replacement thereof. “Standard & Poor’s” or “S&P” shall mean Standard & Poor’s Ratings Services, a division of McGraw Hill Financial, Inc., or its successors. “State” shall mean the State in which the Project is located. “Subordinate Debt” shall mean, collectively, the subordinate loans to Borrower being made by Subordinate Lenders as of the Closing Date pursuant to the Subordinate Loan Documents. “Subordinate Lenders” shall mean, collectively, (i) theChula Vista Housing Authority (with respect to the Junior Loan), (ii) the Sellerwith respect to a loan in the amount of $_________ to Borrower, (iii) the City of Chula Vista with respect to the City’s Fee Deferral Loan in the amount of $________ to Borrower, the City’s Low-Mod Loan in the amount of $__________ to Borrower, and the City’s HOME Loan in the amount of $________ to Borrower, and (iv) Citibank, N.A. in connection with its $__________ subordinate loan to Borrowre. 2016-03-08 Agenda Packet Page 462 17 “Subordinate Loan Documents” shall mean, collectively, all instruments, agreements and other documents evidencing, securing or otherwise relating to the Subordinate Debt or executed and delivered by Borrower and/or a Subordinate Lender in connection with the Subordinate Debt. “Substantial Completion Date” means the date that is three (3) months prior to the Completion Date. “Substantially Complete” or “Substantially Completed” means the Funding Lender has determined that construction or rehabilitation, as the case may be, of the Improvements is sufficiently complete such that the Improvements can be occupied bytenants as a multifamily residential rental project. “Tax Counsel” shall have the meaning set forth in the Funding Loan Agreement. “Taxable Governmental Lender Note”shall mean the Governmental Lender Note Taxable Series 2016B-2. “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 Governmental Lender Note”shall mean the Governmental Lender Note Series 2016B-1. “Term” shall mean the term of this Borrower Loan Agreement pursuant to Section10.14. “Title Company” means First American Title Insurance Company. “Title Insurance Policy” shall mean the mortgagee title insurance policy, in form acceptable to the FundingLender, issued with respect to the Mortgaged Property and insuring the lien of the Security Instrument. “Transfer” shall have the meaning given to that term in the Security Instrument. “UCC” shall mean the Uniform Commercial Code as in effect in the State. “Unassigned Rights” shall have the meaning set forth in the Funding Loan Agreement. “Unit” shall mean a residential apartment unit within the Improvements. “Written Consent” and “Written Notice” shall mean a written consent or notice signed by an Authorized Borrower Representative or an authorized representative of the Governmental Lender or the Funding Lender, as appropriate. ARTICLE II GENERAL Section 2.1.Origination of Borrower Loan. In order to provide funds for the purposes provided herein, the Governmental Lender agrees that it will, in accordance with the Act, enter into the Funding Loan Agreement and accept the Funding Loan from the Funding Lender. The proceeds 2016-03-08 Agenda Packet Page 463 18 of the Funding Loan shall be advanced by the Funding Lender and disbursed by the Fiscal Agent to theBorrower in accordance with the terms of the Construction Funding Agreement and this Borrower Loan Agreement; provided that the first such disbursement on the Closing Date shall be made by the Fiscal Agent as specified in Section7.7(a) of the Funding Loan Agreement. The Governmental Lender hereby appoints the Funding Lender as its agent with full authority and power to act on its behalf to disburse the Borrower Loan for the account of the Governmental Lender, to take certain actions and exercise certain remedies with respect to the Borrower Loan, and for the other purposes set forth in this Borrower Loan Agreement and to do all other acts necessary or incidental to the performance and execution thereof. This appointment is coupled with an interest and is irrevocable except as expressly set forth herein. Accordingly, references to the rights of the Funding Lender to take actions under this Borrower Loan Agreement shall refer to Funding Lender in its role as agent of the Governmental Lender. The Funding Lender may designate Servicer to fulfill the rights and responsibilities granted by Governmental Lender to Funding Lender pursuant to this Section2.1. Notwithstanding the foregoing, disbursements of the Borrower Loan shall be made from the Project Fund held by the Fiscal Agent pursuant to the Funding Loan Agreement. Section 2.2.Security for the Funding Loan. (a)As security for the Funding Loan, the Governmental Lender has pledged and assigned to the Funding Lender under and pursuant to the Funding Loan Agreement (a)the Borrower Note and all of its right, title and interest in and to this Borrower Loan Agreement and the Borrower Loan Documents (except for the Unassigned Rights) and all revenues and receipts therefrom and the security therefor (including the Security Instrument) and (b)the amounts on deposit from time to time in any and all funds established under the Funding Loan Agreement. All revenues and assets pledged and assigned thereby shall immediately be subject to the lien of such pledge without any physical delivery thereof or any further act, except in the case of the Borrower Note, which shall be delivered to the Funding Lender. The Borrower hereby acknowledges and consents to such assignment to the Funding Lender. (b)With respect to the Unassigned Rights, subject to the limitations set forth in this Section2.2, the Governmental Lender may: (i)Tax Covenants. Seek specific performance of, and enforce, the tax covenants in Section8.7 of the Funding Loan Agreement, the provisions of the Regulatory Agreement, the Tax Certificate and the covenants of the Borrower in Section5.34 of this Borrower Loan Agreement, and seek injunctive relief against acts which may be in violation of any of the foregoing covenants, and enforce the Borrower’s obligation under Section5.35 topay amounts for credit to the Rebate Fund; (ii)Regulatory Agreement. Seek specific performance of the obligations of the Borrower or any other owner of the Project under the Regulatory Agreement and injunctive relief against acts which may be in violation ofthe Regulatory Agreement or otherwise in accordance with the provisions of the Regulatory Agreement; provided, however, that the Governmental Lender may enforce any right it may have under the Regulatory Agreement for monetary damages only against Excess Revenues (defined below), if any, of the Borrower, unless Funding Lender otherwise specifically consents in writing to the use of other funds; and 2016-03-08 Agenda Packet Page 464 19 (iii)Reserved Rights. Take whatever action at law or in equity which appears necessary or desirable to enforce the other Unassigned Rights, provided, however, that the Governmental Lender or any person under its control may only enforce any right it may have for monetary damages against Excess Revenues, if any, of the Borrower, unless Funding Lender otherwise specifically consents in writing to the enforcement against other funds of the Borrower. (c)In no event shall the Governmental Lender, except at the express written direction of the Funding Lender: (i)prosecute its action to a lien on the Project; or (ii)except in connection with actions under Section2.2(b) above, take any action which may have the effect, directly or indirectly, of impairing the ability of the Borrower to timely pay the principal of, interest on, or other amounts due under, the Borrower Loan or of causingthe Borrower to file a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Borrower under any applicable liquidation, insolvency, bankruptcy, rehabilitation, composition, reorganization, conservation or other similar law in effect now or in the future; or (iii)interfere with the exercise by Funding Lender or Servicer of any of their rights under the Borrower Loan Documents upon the occurrence of an event of default by the Borrower under the Borrower Loan Documents or the Funding Loan Documents; or (iv)take any action to accelerate or otherwise enforce payment or seek other remedies with respect to the Borrower Loan or the Funding Loan. (d)The Governmental Lender shall provide Written Notice to the Funding Lender and the Servicer immediately upon taking any action at law or in equity to exercise any remedy or direct any proceeding under the Borrower Loan Documents or the Funding Loan Documents. (e)As used in this Section2.2, the term “Excess Revenues” means, for any period, the net cash flow of the Borrower available for distribution to shareholders, members or partners (as the case may be) for such period, after the payment of all interest expense, the amortization of all principal of all indebtedness coming due during such period (whether by maturity, mandatory sinking fund payment, acceleration or otherwise), the payment of all fees, costs and expenses on an occasional or recurring basis in connection with the Borrower Loan or the Funding Loan, the payment of all operating, overhead, ownership and other expenditures of the Borrower directly or indirectly in connection with the Project (whether any such expenditures are current, capital or extraordinary expenditures), and the setting aside of all reserves for taxes, insurance, water and sewer charges or other similar impositions, capital expenditures, repairs and replacements and all other amounts which the Borrower is required to set aside pursuant to agreement, but excluding depreciation and amortization of intangibles. Section 2.3.Loan; Borrower Note; Conditions to Closing. (a)The Funding Loan shall be funded by the Funding Lender (with an initial funding on the Closing Date), and deposited by the Fiscal Agent to the Note Proceeds Account of the Project Fund under the Funding Loan Agreement upon satisfaction of the conditions set forth in the Construction Funding Agreement. Upon funding of the Funding Loan, the Governmental Lender shall be deemed to have made the Borrower Loan to the Borrower in a like principal amount. 2016-03-08 Agenda Packet Page 465 20 Borrower Loan advances and Funding Loan advances shall be allocated first to the Borrower Note Series 2016B-1 and the related Tax-Exempt Governmental Lender Note and, once the foregoing notes have been fully funded, then to the Borrower Note Taxable Series 2016B-2 and the related Taxable Governmental Lender Note. The Borrower Loan shall mature and be payable at the times and in the amounts required under the terms hereof and of the Borrower Note. The proceeds of the Borrower Loan shall be used by the Borrower to pay costs of the acquisition and construction of the Project. The Borrower hereby accepts the Borrower Loan and acknowledges that the Governmental Lender shall cause the Funding Lender to fund the Borrower Loan in the manner set forth herein and in the Funding Loan Agreement. The Governmental Lender acknowledges that the Borrower Loan shall be funded by the Funding Lender to the Fiscal Agent for the account of the Governmental Lender. (b)The Borrower hereby accepts the Borrower Loan. As evidence of its obligation to repaythe Borrower Loan, simultaneously with its execution and delivery of this Borrower Loan Agreement, the Borrower hereby agrees to execute and deliver the Borrower Notes. The Borrower Loan shall mature and be payable at the times and in the amounts required under the terms hereof and of the Borrower Notes. (c)Closing of the Borrower Loan on the Closing Date shall be conditioned upon satisfaction or waiver by the Governmental Lender and the Funding Lender, in their sole discretion, of each of the conditions precedent to closing set forth in the Funding Loan Agreement and this Borrower Loan Agreement, including but not limited to the following: (i)evidence of proper recordation of the Security Instrument, an assignment of the Security Instrument from the Governmental Lender to the Funding Lender, the Regulatory Agreement, and each of the other documents specified for recording in instructions delivered to the Title Company by counsel to the Funding Lender (or that such documents have been delivered to an authorized agent of the Title Company for recordation under binding recording instructions from Funding Lender’s counsel or such other counsel as may be acceptable to the Funding Lender); (ii)delivery to the Fiscal Agent or into escrow with the Title Company (or separate escrow company, if applicable) of all amounts required to be paid in connection with the origination of the Borrower Loan and the Funding Loan and any underlying real estate transfers or transactions, including the Costs of Funding Deposit and the BorrowerInitial Equity, all as specified in written instructions delivered to the Title Company by counsel to the Funding Lender (or such other counsel as may be acceptable to the Funding Lender) and/or as specified in a closing memorandum of the Funding Lender; and (iii)payment of all fees payable in connection with the closing of the Borrower Loan including the Governmental Lender’s Closing Fee and the initial fees and expenses of the Fiscal Agent and the Funding Lender. In addition, closing of the Borrower Loan shall be subject to the delivery of an opinion of counsel to the Borrower addressed to the Governmental Lender and the Funding Lender, dated the Closing Date, in form and substance acceptable to Tax Counsel, regarding the due execution by the Borrower of, and the enforceability against the Borrower of, the Borrower Loan Documents. 2016-03-08 Agenda Packet Page 466 21 Section 2.4.Borrower Loan Payments. (a)The Borrower shall make Borrower Loan Payments in accordance with the Borrower Notes. Each Borrower Loan Payment made by the Borrower shall be made in funds immediately available to the Fiscal Agent by 2:00 p.m., New York City time, or, if to the Servicer, by 11:00 a.m., New York City time, on the Borrower Loan Payment Date. Each such payment shall be made to the Fiscal Agent or the Servicer, as applicable, bydeposit to such account as the Fiscal Agent or Servicer, as applicable, may designate by Written Notice to the Borrower. Whenever any Borrower Loan Payment shall be stated to be due on a day that is not a Business Day, such payment shall be due on the first Business Day immediately thereafter. In addition, the Borrower shall make Borrower Loan Payments in accordance with the Borrower Notesin the amounts and at the times necessary to make all payments due and payable on the Funding Loan. All payments made by the Borrower hereunder or by the Borrower under the other Borrower Loan Documents, shall be made irrespective of, and without any deduction for, any set-offs or counterclaims, but such payment shall not constitute a waiver of any such set offs or counterclaims. (b)Unless there is no Servicer, payments of principal and interest on the Borrower Notes shall be paid to the Servicer and the Servicer shall then remit such funds to the Fiscal Agent. If there is no Servicer, payments of principal and interest on the Borrower Notesshall be paid directly to the Fiscal Agent. Section 2.5.Additional Borrower Payments. (a)The Borrower shall pay the following amounts: (i)to the Fiscal Agent, the Rebate Amount then due, if any, to be deposited in the Rebate Fund as specified in Section5.35 hereof and the Rebate Analyst’s Fee and any other costs incurred to calculate such Rebate Amount (to the extent such costs are not included in the Borrower Loan Payment); (ii)to the Governmental Lender, on demand, any and all fees, charges, costs, advances, indemnities and expenses, including agent and counsel fees, of the Governmental Lender incurred by the Governmental Lender at any time in connection with the Borrower Loan Documents, the Funding Loan Documents or the Project, including, without limitation, the Ongoing Governmental Lender Fee, counsel fees and expenses incurred in connection with the interpretation, performance, or amendment and all counsel fees and expenses relating to the enforcement of the Borrower Loan Documents or the Funding Loan Documents or any other documents relating to the Project or the Borrower Loan or in connection with questions or other matters arising under such documents or in connection with any federal or state tax audit; (iii)[Reserved]; (iv)all Costs of Funding and fees, charges and expenses, including agent and counsel fees incurred in connection with the origination of the Borrower Loan and the Funding Loan, as and when the same become due; (v)to the Funding Lender, on demand, all charges, costs, advances, indemnities andexpenses, including agent and counsel fees, of the Funding Lender incurred by the Funding Lender at any time in connection with the Borrower Loan, the Funding Loan or the Project, 2016-03-08 Agenda Packet Page 467 22 including, without limitation, any Review Fee, reasonable counsel fees and expenses incurred in connection with the interpretation, performance, or amendment and all counsel fees and expenses relating to the enforcement of the Borrower Loan Documents or the Funding Loan Documents or any other documents relating to the Project or the Borrower Loan or in connection with questions or other matters arising under such documents or in connection with any federal or state tax audit; (vi)all Late Charges due and payable under the terms of the Borrower Notesand Section2.6 hereof; provided, however, that all payments made pursuant to this subsection (vi) shall be made to the Servicer, and if there is no Servicer, such payments shall be made to the Funding Lender; and (vii)to the Fiscal Agent, all fees, charges, costs, advances, indemnities and expenses, including agent and counsel fees, of Fiscal Agent incurred under the Borrower Loan Documents or the Funding Loan Documents as and when the same become due. (b)The Borrower shall pay to the party entitled thereto as expressly set forth in this Borrower Loan Agreement or the other Borrower Loan Documents or Funding Loan Documents: (i)all expenses incurred in connection with the enforcement of any rights under this Borrower Loan Agreement or any other Borrower Loan Document, the Regulatory Agreement, or any Funding Loan Document by the Governmental Lender, the Funding Lender, the Fiscal Agent or the Servicer; (ii)all other payments of whatever nature that the Borrower has agreed to pay or assume under the provisions of this Borrower Loan Agreement or any other Borrower Loan Document or Funding Loan Document; and (iii)all expenses, costs and fees relating to inspections of the Project required by the Governmental Lender, the Funding Lender, the Fiscal Agent, the Servicer or the Construction Consultant, in accordance with the Borrower Loan Documents or the Funding Loan Documents or to reimburse such parties for such expenses, costs and fees. Section 2.6.Overdue Payments; Payments if Default. If any Borrower Payment Obligation is not paid by or on behalf of the Borrower when due, the Borrower shall pay to the Servicer a Late Charge in the amount and to the extent set forth in the Borrower Notes, if any. Section 2.7.Calculation of Interest Payments and Deposits to Real Estate Related Reserve Funds. The Borrower acknowledges as follows: (a)calculation of all interest payments shall be made by the Funding Lender; (b)deposits with respect to the Taxes and Other Charges shall be calculated by the Servicer or if there is no Servicer, the Funding Lender in accordance with the Security Instrument; and (c)deposits with respect to any replacement reserve funds required by the Funding Lender shall be calculated by the Servicer in accordance with the Replacement Reserve Agreement. In the event and to the extent that the Servicer or the Funding Lender, pursuant to the terms hereof, shall determine at any time that there exists a deficiency in amounts previously owed but not paid with respect to deposits to such replacement reserve fund, such deficiency shall be immediately due and payable hereunder followingWritten Notice to the Borrower. Section 2.8.Grant of Security Interest; Application of Funds. To the extent not inconsistent with the Security Instrument and as security for payment of the Borrower Payment 2016-03-08 Agenda Packet Page 468 23 Obligations and the performance by the Borrower of all otherterms, conditions and provisions of the Borrower Loan Documents, the Borrower hereby pledges and assigns to the Fiscal Agent and the Funding Lender, and grants to the Fiscal Agent and the Funding Lender, a security interest in, all the Borrower’s right, title and interest in and to all payments to or moneys held in the funds and accounts created and held by the Fiscal Agent, the Funding Lender or the Servicer for the Project. This Borrower Loan Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default hereunder, the Fiscal Agent, the Funding Lender and the Servicer shall apply or cause to be applied any sums held by the Fiscal Agent, the Funding Lender and the Servicer with respect to the Project in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion. Section 2.9.Marshalling; Payments Set Aside. The Governmental Lender, the Fiscal Agent and the Funding Lender shall be under no obligation to marshal any assets in favor of the Borrower or any other Person or against or in payment of any or all of the proceeds. To the extent that the Borrower makes a payment or payments or transfers any assets tothe Governmental Lender, the Fiscal Agent or the Funding Lender, or the Governmental Lender, the Fiscal Agent or the Funding Lender enforces its liens, and such payment or payments or transfers, or the proceeds of such enforcement or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party in connection with any insolvency proceeding, or otherwise, then: (i)any and all obligations owed to the Governmental Lender, the Fiscal Agent or the Funding Lender and any and all remedies available to the Governmental Lender, the Fiscal Agent or the Funding Lender under the terms of the Borrower Loan Documents and the Funding Loan Documents or in law or equityagainst the Borrower, Guarantor or General Partner and/or any of their properties shall be automatically revived and reinstated to the extent (and only to the extent) of any recovery permitted under clause (ii) below; and (ii)the Governmental Lender, theFiscal Agent and the Funding Lender shall be entitled to recover (and shall be entitled to file a proof of claim to obtain such recovery in any applicable bankruptcy, insolvency, receivership or fraudulent conveyance or fraudulent transfer proceeding) either: (x)the amount of payments or the value of the transfer or (y)if the transfer has been undone and the assets returned in whole or in part, the value of the consideration paid to or received by the Borrower for the initial asset transfer, plus in each case any deferred interest from the date of the disgorgement to the date of distribution to the Governmental Lender, the Fiscal Agent or the Funding Lender in any bankruptcy, insolvency, receivership or fraudulent conveyance or fraudulent transfer proceeding, and any costs and expenses due and owing, including, without limitation, any reasonable attorneys’ fees incurred by the Governmental Lender, the Fiscal Agent or the Funding Lender in connection with the exercise by the Governmental Lender, the FiscalAgent or the Funding Lender of its rights under this Section2.9. Section 2.10.Borrower Loan Disbursements. Proceeds of the Borrower Loan shall be disbursed by the Fiscal Agent upon approval by the Funding Lender, as agent for the Governmental Lender, pursuant to theConstruction Funding Agreement, to or for the benefit of the Borrower as provided in Section7.7 of the Funding Loan Agreement. 2016-03-08 Agenda Packet Page 469 24 ARTICLE III CONVERSION Section 3.1.Conversion Date and Extension of Outside Conversion Date. Borrower shall satisfy each of the Conditions to Conversion and cause the Conversion Date to occur on or before the Outside Conversion Date (including the Extended Outside Conversion Date, if any), as further provided in the Construction Funding Agreement. The failure to satisfy each of the Conditions to Conversion on or before the Outside Conversion Date shall constitute an Event of Default under the Borrower Loan Documents. Section 3.2.Notice From Funding Lender; Funding Lender’s Calculation Final. Following satisfaction of all of the Conditions to Conversion, Funding Lender shall deliver Written Notice to Borrower (with a copy to the Governmental Lender and the Fiscal Agent) of: (i)the Conversion Date, (ii)the amount of the Permanent Period Amount, (iii)any required prepayment of the Borrower Notes(as described below in Section3.3) and (iv)any amendments to the amortization schedule, as applicable. Funding Lender’s calculation of the Permanent Period Amount and any amendments to the amortization of the Borrower Loan shall be, in the absence of manifest error, conclusive and binding on all parties. Section 3.3.Mandatory Prepayment of the Borrower Loan. As further provided in the Construction Funding Agreement, if and to the extent the Permanent Period Amount is less than the Interim Phase Amount, Funding Lender may in its sole discretion require Borrower to make a partial prepayment of the Borrower Loan in an amount equal to the difference between the Interim Phase Amount and the Permanent Period Amount (a “Pre-Conversion Loan Equalization Payment”); provided, however, that if the Permanent Period Amount is less than the Minimum Permanent Period Amount (as defined in the Construction Funding Agreement), then Funding Lender may in its sole discretion require Borrower to prepay the Borrower Loan in full. Any prepayment in full or in part of the Borrower Loan required pursuant to the preceding paragraph shall be subject to a prepayment premium under certain circumstances as more particularly set forth in the Borrower Notes. Section 3.4.Release of Remaining Loan Proceeds. If and to the extent that the Permanent Period Amount is greater than the principal amount of the Borrower Loan which has previously been disbursed to Borrower, Funding Lender shall deliver Written Notice thereof to Borrower (with a copy to the Governmental Lender) on orbefore the Conversion Date. Within ten (10) business days after delivery of such notice, but in no event later than the Outside Conversion Date, Funding Lender shall advance to the Fiscal Agent, for deposit by the Fiscal Agent to the Note Proceeds Account of the Project Fund under the Funding Loan Agreement, Funding Loan proceeds so that the aggregate principal amount of the Funding Loan and of the Borrower Loan disbursed equals the Permanent Period Amount. Any Borrower Loan proceeds previously disbursedto the Borrower in excess of the Permanent Period Amount shall be paid by Borrower to Fiscal Agent. Section 3.5.No Amendment. Nothing contained in this ArticleIII shall be construed to amend, modify, alter, change or supersede the terms and provisions of the Borrower Notes, Security Instrument, the Construction Funding Agreement or any other Borrower Loan Document and, if there 2016-03-08 Agenda Packet Page 470 25 shall exist a conflict between the terms and provisions of this ArticleIII and those of the Borrower Notes, Security Instrument, the Construction Funding Agreement or other Borrower Loan Documents, then the terms and provisions of the Borrower Notes, Security Instrument, the Construction Funding Agreement and other Borrower Loan Documents shall control; provided, however, that in the event ofa conflict between the terms and provisions of this ArticleIII and those of the Borrower’s loan application with the Funding Lender, the terms and provisions of this ArticleIII shall control. Section 3.6.Determinations by Funding Lender. In any instance where the consent or approval of Funding Lender may be given or is required, or where any determination, judgment or decision is to be rendered by Funding Lender under this ArticleIII, including in connection with the Construction Funding Agreement, the granting, withholding or denial of such consent or approval and the rendering of such determination, judgment or decision shall be made or exercised by the Funding Lender (or its designated representative), at its sole and exclusive option and in its sole and absolute discretion. ARTICLE IV REPRESENTATIONS AND WARRANTIES Section 4.1.Borrower Representations. To induce the Governmental Lender to execute this Borrower Loan Agreement and to induce the Funding Lender to make Disbursements, the Borrower representsand warrants for the benefit of the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer, that the representations and warranties set forth in this Section4.1 are complete and accurate in all material respects as of the Closing Dateand will be complete and accurate in all material respects, and deemed remade, as of the date of each Disbursement, as of the original Outside Conversion Date, as of the date of any extension thereof and as of the Conversion Date in accordance with the terms and conditions of the Borrower Notes. Subject to Section4.2 hereof, the representations, warranties and agreements set forth in this Section4.1 shall survive the making of the Borrower Loan, and shall remain in effect and true and correct in all material respects until the Borrower Loan and all other Borrower Payment Obligations have been repaid in full: Section 4.1.1Organization; Special Purpose. The Borrower is a limited partnership in good standing under the laws of the State (and under the laws of the state in which the Borrower was formed if the Borrower was not formed under the laws of the State), has full legal right, power and authority to enter into the Borrower Loan Documents to which it is a party, and to carry out and consummate all transactions contemplated by the Borrower Loan Documents to which it is a party, and by proper limited partnership action has duly authorized the execution, delivery and performance of the Borrower Loan Documents to which it is a party. The Person(s) of the Borrower executing the Borrower Loan Documents and the Funding Loan Documents to which the Borrower is a party are fully authorized to execute the same. The Borrower Loan Documents and the Funding Loan Documents to which the Borrower is a party have been duly authorized, executed and delivered by the Borrower. The sole business of the Borrower is the ownership, management and operation of the Project. Section 4.1.2Proceedings; Enforceability. Assuming due execution and delivery by the other parties thereto, the Borrower Loan Documents and the Funding Loan Documents to which the Borrower is a party will constitute the legal, valid and binding agreements of the Borrower enforceable against the Borrower in accordance with their terms; except in each case as enforcement 2016-03-08 Agenda Packet Page 471 26 may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity and by public policy. Section 4.1.3No Conflicts. The execution and delivery of the Borrower Loan Documents and the Funding Loan Documents to which the Borrower is a party, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under the Partnership Agreement of the Borrower or to the best knowledge of the Borrower and with respect to the Borrower, any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the Borrower is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever (other than the lien of the Security Instrument) upon any of the property or assets of the Borrower, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Borrower Loan Documents and the Funding Loan Documents, or the financial condition, assets, properties or operations of the Borrower. Section 4.1.4Litigation; Adverse Facts. There is no Legal Action, nor is there a basis known to Borrower for any Legal Action, before or by any court or federal, state, municipal orother governmental authority, pending, or to the knowledge of the Borrower, after reasonable investigation, threatened, against or affecting the Borrower, the General Partner or the Guarantor, or their respective assets, properties or operations which, ifdetermined adversely to the Borrower or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by, or the validity of, the Borrower Loan Documents or the Funding Loan Documents, upon the ability of each of Borrower, General Partner and Guarantor to perform their respective obligations under the Borrower Loan Documents, the Funding Loan Documents and the Related Documents to which it is a party, or upon the financial condition, assets (including the Project), properties or operations of the Borrower, the General Partner or the Guarantor. None of the Borrower, General Partner or Guarantor is in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Borrower Loan Documents and the Funding Loan Documents, the ability of each of Borrower, General Partner and Guarantor to perform their respective obligations under the Borrower Loan Documents, the Funding Loan Documents and the Related Documents to which it is a party, or the financial condition, assets, properties or operations of the Borrower, General Partner or Guarantor. None of Borrower, General Partner or Guarantor are (a)in violation ofany applicable law, which violation materially and adversely affects or may materially and adversely affect the business, operations, assets (including the Project), condition (financial or otherwise) or prospects of Borrower, General Partner or Guarantor, as applicable; (b)subject to, or in default with respect to, any other Legal Requirement that would have a material adverse effect on the business, operations, assets (including the Project), or financial condition of Borrower, General Partner or Guarantor, as applicable; or (c)in default with respect to any agreement to which Borrower, General Partner or Guarantor, as applicable, are a party or by which they are bound, which default would have a material adverse effect on the business, operations, assets (including the Project),orfinancial condition of Borrower, General Partner or 2016-03-08 Agenda Packet Page 472 27 Guarantor, as applicable; and (d)there is no Legal Action pending or, to the knowledge of Borrower, threatened against or affecting Borrower, General Partner or Guarantor questioning the validity or the enforceability of this Borrower Loan Agreement or any of the other Borrower Loan Documents or the Funding Loan Documents or of any of the Related Documents. All tax returns (federal, state and local) required to be filed by or on behalf of the Borrower have been filed, and all taxes shown thereon to be due, including interest and penalties, except such, if any, as are being actively contested by the Borrower in good faith, have been paid or adequate reserves have been made for the payment thereof which reserves, if any, are reflected in the audited financial statements described therein. The Borrower enjoys the peaceful and undisturbed possession of all of the premises upon which it is operating its facilities. Section 4.1.5Agreements; Consents; Approvals. Except as contemplated by the Borrower Loan Documents and the Funding Loan Documents, the Borrower is not a party to any agreement or instrument or subject to any restriction that would materially adversely affect the Borrower, the Project, or the Borrower’s business, properties, operations or financial condition, except the Permitted Encumbrances. The Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants orconditions contained in any Permitted Encumbrance or any other agreement or instrument to which it is a party or by which it or the Project is bound. No consent or approval of any trustee or holder of any indebtedness of the Borrower, and to the best knowledge of the Borrower and only with respect to the Borrower, no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority (except no representation is made with respect to any state securities or “blue sky” laws) is necessary in connection with the execution and delivery of the Borrower Loan Documents or the Funding Loan Documents, or the consummation of any transaction herein or therein contemplated, or the fulfillment of or compliance with the terms and conditions hereof or thereof, except as have been obtained or made and as are in full force and effect. Section 4.1.6Title. The Borrower shall have marketable title to the Project free and clear of all Liens except the Permitted Encumbrances. The Security Instrument, when properly recorded in the appropriate records, together with any UCC financing statements required to be filed in connection therewith, will create (i)a valid, perfected first priority lien on the Borrower’s interest in the Project and (ii)perfected security interests in and to, and perfected collateral assignments of, all personalty included in the Project (including the Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. To the Borrower’s knowledge, there are no delinquent real property taxes or assessments, including water and sewer charges, with respect to the Project, nor are there any claims for payment for work, labor or materials affecting the Project which are or may become a Lien prior to, or of equal priority with, the Liens created by the Borrower Loan Documents and the Funding Loan Documents. Section 4.1.7Survey. To the best knowledge of the Borrower, the survey for the Project delivered to the Governmental Lender and the Funding Lender does not fail to reflect any material matter affecting the Project or the title thereto. Section 4.1.8No Bankruptcy Filing. The Borrower is not contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency law or the liquidation of all or a major portion of its property (a “Bankruptcy Proceeding”), and the Borrower has no knowledge of 2016-03-08 Agenda Packet Page 473 28 any Person contemplating the filing of any such petition against it. As of the Closing Date, the Borrower has the ability to pay its debts as they become due. Section 4.1.9Full and Accurate Disclosure. No statement of fact made by the Borrower in any Borrower Loan Document or any Funding Loan Document contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained therein in light of the circumstances in which they were made, not misleading. There is no material fact or circumstance presently known to the Borrower that has not been disclosed to the Governmental Lender and the Funding Lender which materially and adversely affects the Project or the business, operations or financial condition of the Borrower or the Borrower’s ability to meet its obligations under this Borrower Loan Agreement and the other Borrower Loan Documents and Funding Loan Documents to which it is a party in a timely manner. Section 4.1.10No Plan Assets. The Borrower is not an “employee benefit plan,” as defined in Section3(3) of ERISA, subject to Title I of ERISA, and none of the assets of the Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section2510.3 101. Section 4.1.11Compliance. The Borrower, the Project and the use thereof will comply, to the extent required, in all material respects with all applicable Legal Requirements. The Borrower is not in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority, the violation of which would materially adversely affect the financial condition or the business of the Borrower. There has not been committed by the Borrower or any Borrower Affiliate involved with the operation or use of the Project any act or omission affording any Governmental Authority the right of forfeiture as against the Project or any part thereof or any moneys paid in performance of the Borrower’s obligations under any Borrower Loan Document or any Funding Loan Documents. Section 4.1.12Contracts. All service, maintenance or repair contracts affecting the Project have been entered into at arm’s length (except for such contracts between the Borrower and its affiliates or the affiliates of the Borrower Controlling Entity of the Borrower) in the ordinary course of the Borrower’s business and provide for the payment of fees in amounts and upon terms comparable to existing market rates. Section 4.1.13Financial Information. All financial data, including any statements of cash flow and income and operating expense, that have been delivered to the Governmental Lender or the Funding Lender in respect of the Project by or on behalf of the Borrower, to the best knowledge of the Borrower, (i)are accurate and complete in all material respects, as of their respective dates, (ii)accurately represent the financial condition of the Project as of the date of such reports, and (iii)to the extent prepared by an independent certified public accounting firm, have been prepared in accordance with GAAP consistently applied throughout the periods covered, except as disclosed therein. Other than pursuant to or permitted by the Borrower Loan Documents or the Funding Loan Documentsor the Borrower organizational documents, the Borrower has no contingent liabilities, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of the Borrower from that set forth in said financial statements. 2016-03-08 Agenda Packet Page 474 29 Section 4.1.14Condemnation. No Condemnation or other proceeding has been commenced or, to the Borrower’s knowledge, is contemplated, threatened or pending with respect to all or part of the Project or for the relocation of roadways providing access to the Project. Section 4.1.15Federal Reserve Regulations. No part of the proceeds of the Borrower Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose that would be inconsistent with such Regulation U or any other regulation of such Board of Governors,or for any purpose prohibited by Legal Requirements or any Borrower Loan Document or Funding Loan Document. Section 4.1.16Utilities and Public Access. To the best of the Borrower’s knowledge, the Project is or will be served by water, sewer, sanitary sewer and storm drain facilities adequate to service it for its intended uses. All public utilities necessary or convenient to the full use and enjoyment of the Project are or will be located in the public right-of-way abutting the Project, and all such utilities are or will be connected so as to serve the Project without passing over other property absent a valid easement. All roads necessary for the use of the Project for its current purpose have been or will be completed and dedicated to public use and accepted by allGovernmental Authorities. Except for Permitted Encumbrances, the Project does not share ingress and egress through an easement or private road or share on-site or off-site recreational facilities and amenities that are not located on the Project and under the exclusive control of the Borrower, or where there is shared ingress and egress or amenities, there exists an easement or joint use and maintenance agreement under which (i)access to and use and enjoyment of the easement or private road and/or recreational facilities and amenities is perpetual, (ii)the number of parties sharing such easement and/or recreational facilities and amenities must be specified, (iii)the Borrower’s responsibilities and share of expenses are specified, and (iv)the failure to pay any maintenance fee with respect to an easement will not result in a loss of usage of the easement. Section 4.1.17Not a Foreign Person. The Borrower is not a “foreign person” within the meaning of §1445(f)(3) of the Code. Section 4.1.18Separate Lots. Each parcel comprising the Land is a separate tax lot and is not a portion of any other tax lot that is not a part of the Land. Section 4.1.19Assessments. Except as disclosed in the Title Insurance Policy, there are no pending or, to the Borrower’s best knowledge, proposed special or other assessments for public improvements or otherwise affecting the Project, or any contemplated improvements to the Project that may result in such special or other assessments. Section 4.1.20Enforceability. The Borrower Loan Documents and the Funding Loan Documents are not subject to, and the Borrower has not asserted, any right of rescission, set-off, counterclaim or defense, including the defense of usury. Section 4.1.21Insurance. The Borrower has obtained the insurance required by this Borrower Loan Agreement, if applicable, and the Security Instrument and has delivered to the Servicer copies of insurance policies or certificates of insurance reflecting the insurance coverages, amounts and other requirements set forth in this Borrower Loan Agreement, if applicable, and the Security Instrument. 2016-03-08 Agenda Packet Page 475 30 Section 4.1.22Use of Property; Licenses. The Project will be used exclusively as a multifamily residential rental project and other appurtenant and related uses, which use is consistent with the zoning classification for the Project. All certifications, permits, licenses and approvals, including certificates of completion and occupancy permits required for the legal use or legal, nonconforming use, as applicable, occupancy and operation of the Project (collectively, the “Licenses”) required at this time for theconstruction and equipping of the Project have been obtained. To the Borrower’s knowledge, all Licenses obtained by the Borrower have been validly issued and are in full force and effect. The Borrower has no reason to believe that any of the Licenses required for the future use and occupancy of the Project and not heretofore obtained by the Borrower will not be obtained by the Borrower in the ordinary course following the Completion Date. No Licenses will terminate, or become void or voidable or terminable, upon any sale, transfer or other disposition of the Project, including any transfer pursuant to foreclosure sale under the Security Instrument or deed in lieu of foreclosure thereunder. The Project does not violate any density or building setback requirements of the applicable zoning law except to the extent, if any, shown on the survey. No proceedings are, to the best of the Borrower’s knowledge, pending or threatened that would result in a change of the zoning of the Project. Section 4.1.23Flood Zone. At Closing, no structure within the Mortgaged Property lies or is located in an identifiable or designated Special Flood Hazard Area. Subsequent to Closing, if the Mortgaged Property is determined to be in a Special Flood Hazard Area, Borrower will obtain appropriate flood insurance as required under the National Flood Insurance Act of 1968, Flood Disaster Protection Act of 1973, or the National Flood Insurance Reform Act of 1994 as amended or as required by the Servicer pursuant to its underwriting guidelines. Section 4.1.24Physical Condition. The Project, including all Improvements, parking facilities, systems, fixtures, Equipment and landscaping, are or, after completion of the construction, rehabilitation and/or repairs, as appropriate, will be in good and habitable condition in all material respects and in good order and repair in all material respects (reasonable wear and tear excepted). The Borrower has not received notice from any insurance company or bonding company of any defect or inadequacy in the Project, or any part thereof, which would adversely affect its insurability or cause the imposition of extraordinary premiums or charges thereon or any termination of any policy of insurance or bond. The physical configuration of the Project is not in material violation of the ADA, if required under applicable law. Section 4.1.25Encroachments. All of the Improvements included in determining the appraised value of the Project will lie wholly within the boundaries and building restriction lines of the Project, and no improvement on an adjoining property encroaches upon the Project, and no easement or other encumbrance upon the Project encroaches upon any of the Improvements, so as to affect the value or marketability of the Project, except those insured against by the Title Insurance Policyor disclosed in the survey of the Project as approved by the Servicer. Section 4.1.26State Law Requirements. The Borrower hereby represents, covenants and agrees to comply with the provisions of all applicable state laws relating to the Borrower Loan, the Funding Loanand the Project. Section 4.1.27Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements in connection with the transfer of the Project to the Borrower have been paid. All mortgage, mortgage recording, stamp, intangible or other similar taxes required to be 2016-03-08 Agenda Packet Page 476 31 paid by any Person under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Borrower Loan Documents and the Funding Loan Documents have been or will be paid. Section 4.1.28Investment Company Act. The Borrower is not (i)an “investment company” or a company “controlled” by an “investment company,”within the meaning of the Investment Company Act of 1940, as amended; or (ii)a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended. Section 4.1.29Fraudulent Transfer. The Borrower has not accepted the Borrower Loan or entered into any Borrower Loan Document or Funding Loan Document with the actual intent to hinder, delay or defraud any creditor, and the Borrower has received reasonably equivalent value in exchange for its obligations under the Borrower Loan Documents and the Funding Loan Documents. Giving effect to the transactions contemplated by the Borrower Loan Documents and the Funding Loan Documents, the fair saleable value of the Borrower’s assets exceeds and will, immediately following the execution and delivery of the Borrower Loan Documents and the Funding Loan Documents, exceed the Borrower’s total liabilities, including subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s assets is and will, immediately following the execution and delivery of the Borrower Loan Documents and the Funding Loan Documents, be greater than the Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s assets do not and, immediately following the execution and delivery of the Borrower Loan Documents and the Funding Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower). Section 4.1.30Ownership of the Borrower. Except as set forth in the Partnership Agreement of the Borrower and the exhibits thereto, the Borrower has no obligation to any Person to purchase, repurchase or issue any ownership interest in it. Section 4.1.31Environmental Matters. To the best of Borrower’s knowledge, the Project is not in violation of any Legal Requirement pertaining to or imposing liability or standards of conduct concerning environmental regulation, contamination or cleanup, and will comply with covenants and requirements relating to environmental hazards as set forth in the Security Instrument. The Borrower will execute and deliver the Agreement of Environmental Indemnification on the Closing Date. Section 4.1.32Name; Principal Place of Business. Unless prior Written Notice is given to the Funding Lender, the Borrower does not use and will not use any trade name, and has not done and will not do business under any name other than its actual name set forth herein. The principal place of business of the Borrower is its primary address for notices as set forth in Section10.1 hereof, and the Borrower has no other place of business, other than the Project and such principal place of business. Section 4.1.33Subordinated Debt. There is no secured or unsecured indebtedness with respect to the Project or any residual interest therein, other than Permitted Encumbrances and the 2016-03-08 Agenda Packet Page 477 32 permitted secured indebtedness described in Section6.7 hereof, except an unsecured deferred developer fee not to exceed the amount permitted by Funding Lender as determined on the Closing Dateand unsecured, subordinate partner loans to Borrower permitted or required under the terms of the Partnership Agreement. Section 4.1.34Filing of Taxes. The Borrower has filed (or has obtained effective extensions for filing) all federal, state and local tax returns required to be filed and has paid or made adequate provision for the payment of all federal, state and local taxes, charges and assessments, if any, payable by the Borrower. Section 4.1.35General Tax. All representations, warranties and certifications of the Borrower set forth in the Regulatory Agreement and the Tax Certificate are incorporated by reference herein and the Borrower will comply with such as if set forth herein. Section 4.1.36Approval of the Borrower Loan Documents and Funding Loan Documents. By its execution and delivery of this Borrower Loan Agreement, the Borrower approves the form and substance of the Borrower Loan Documents and the Funding Loan Documents, and agrees to carry out the responsibilities and duties specified in the Borrower Loan Documents and the Funding Loan Documents to be carried out by the Borrower. The Borrower acknowledges that (a)it understands the nature and structure of the transactions relating to the financing of the Project, (b)it is familiar with the provisions of all of the Borrower Loan Documents and the Funding Loan Documents and other documents and instruments relating to the financing, (c)it understands the risks inherent in such transactions, including without limitation the risk of loss of the Project, and (d)it has not relied on the Governmental Lender, the Funding Lender, the Fiscal Agent or the Servicer for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by the Borrower Loan Documents and the Funding Loan Documents or otherwise relied on the Governmental Lender, theFunding Lender, the Fiscal Agent or the Servicer in any manner. Section 4.1.37Funding Loan Agreement. The Borrower has read and accepts and agrees that it is bound by the Funding Loan Agreement and the Funding Loan Documents. Section 4.1.38Americans with Disabilities Act. The Project, as designed, will conform in all material respects with all applicable zoning, planning, building and environmental laws, ordinances and regulations of governmental authorities having jurisdiction over the Project, including, but not limited to, the Americans with Disabilities Act of 1990 (“ADA”), to the extent required (as evidenced by an architect’s certificate to such effect). Section 4.1.39Requirements of Act, Code and Regulations. The Project satisfies all requirements of the Act, the Code and the Regulations applicable to the Project. Section 4.1.40Regulatory Agreement. The Project is, as of the date of origination of the Funding Loan, in compliance with all requirements of the Regulatory Agreement to the extent such requirements are applicable; and the Borrower intends tocause the residential units in the Project to be rented or available for rental on a basis which satisfies the requirements of the Regulatory Agreement, including all applicable requirements of the Act and the Code and the Regulations, and pursuant to leases which comply with all applicable laws. 2016-03-08 Agenda Packet Page 478 33 Section 4.1.41Intention to Hold Project. The Borrower intends to hold the Project for its own account and has no current plans, and except as set forth in the Partnership Agreement has not entered into any agreement, to sell the Project or any part of it; and the Borrower intends to occupy the Project or cause the Project to be occupied and to operate it or cause it to be operated at all times during the term of this Borrower Loan Agreement in compliance with the terms of this Borrower Loan Agreement and the Regulatory Agreement and does not know of any reason why the Project will not be so used by it in the absence of circumstances not now anticipated by it or totally beyond its control. Section 4.1.42Concerning General Partner. (a)The managinggeneral partner of Borrower is the Managing General Partner, a nonprofit public benefit corporation, and the co-general partner of Borrower is the Administrative General Partner, a California limited liability company, and each of the Managing General Partner and Administrative General Partner is duly organized and validly existing under the laws of the State of California. The General Partner has all requisite power and authority, rights and franchises to enter into and perform its obligations under the Borrower Loan Documents and the Funding Loan Documents to be executed by it for its own account and on behalf of Borrower, as general partner of Borrower, under this Borrower Loan Agreement and the other Borrower Loan Documents and the Funding Loan Documents. (b)The General Partner has made all filings (including, without limitation, all required filings related to the use of fictitious business names) and is in good standing in the State and in each other jurisdiction in which the character of the property itowns or the nature of the business it transacts makes such filings necessary or where the failure to make such filings could have a material adverse effect on the business, operations, assets,orfinancial condition of General Partner. (c)The General Partneris duly authorized to do business in the State. (d)The execution, delivery and performance by Borrower of the Borrower Loan Documents and the Funding Loan Documents have been duly authorized by all necessary action of General Partner on behalf of Borrower, and by all necessary action on behalf of General Partner. (e)The execution, delivery and performance by General Partner, on behalf of Borrower, of the Borrower Loan Documents and the Funding Loan Documents will not violate (i)General Partner’s organizational documents; (ii)any other Legal Requirement affecting General Partner or any of its properties; or (iii)any agreement to which General Partner is bound or to which it is a party; and will not result in or require the creation (except as provided in or contemplated by this Borrower Loan Agreement) of any Lien upon any of such properties, any of the Collateral or any of the property or funds pledged or delivered to Funding Lender pursuant to the Security Documents. Section 4.1.43Government and Private Approvals. All governmental or regulatory orders, consents, permits, authorizations and approvals required for the construction, rehabilitation, use, occupancy and operation of the Improvements, that may be granted or denied in the discretion of any Governmental Authority, have been obtained and are in full force and effect (or, in the case of any of the foregoing that Borrower is not required to have as of the Closing Date, will be obtained), and will be maintained in full force and effect at all times during the construction or rehabilitation of the Improvements. All such orders, consents, permits, authorizations and approvals that may not be denied in the discretion of any Governmental Authority shall be obtained prior to the commencement 2016-03-08 Agenda Packet Page 479 34 of any work for which such orders, consents, permits, authorizations or approvals are required, and, once obtained, such orders, consents, permits, authorizations and approvals will be maintained in full force and effect at all times during the construction or rehabilitation of the Improvements. Except as set forth in the preceding two sentences, no additional governmental or regulatory actions, filings or registrations with respect to the Improvements, and no approvals, authorizations or consents of any trustee or holder of any indebtedness or obligation of Borrower, are required for the due execution, delivery and performance by Borrower or General Partner of any of the Borrower Loan Documents or the Funding Loan Documents or the Related Documents executed by Borrower or General Partner, as applicable. All required zoning approvals have been obtained, and the zoning of the Land for the Project is not conditional upon the happening of any further event. Section 4.1.44Concerning Guarantor. The Borrower Loan Documents and the Funding Loan Documents towhich the Guarantor is a party or a signatory executed simultaneously with this Borrower Loan Agreement have been duly executed and delivered by Guarantor and are legally valid and binding obligations of Guarantor, enforceable against Guarantor in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity. Section 4.1.45No Material Defaults. Except as previously disclosed to Funding Lender and the Governmental Lender in writing, there exists no material violation of or material default by Borrower under, and, to the best knowledge of Borrower, no event has occurred which, upon the giving of notice or the passage of time, or both, would constitute a material default with respect to: (i)the terms of any instrument evidencing, securing or guaranteeing any indebtedness secured by the Project or any portion or interest thereof or therein; (ii)any lease or other agreement affecting the Project or to which Borrower is a party; (iii)any license, permit, statute, ordinance, law, judgment, order, writ, injunction, decree, rule or regulation of any Governmental Authority, or any determination or award of any arbitrator to whichBorrower or the Project may be bound; or (iv)any mortgage, instrument, agreement or document by which Borrower or any of its respective properties is bound; in the case of any of the foregoing: (1)which involves any Borrower Loan Document or Funding Loan Document; (2)which involves the Project and is not adequately covered by insurance; (3)that might materially and adversely affect the ability of Borrower, General Partner or Guarantor or to perform any of its respective obligations under any of the Borrower Loan Documents or the Funding Loan Documents or any other material instrument, agreement or document to which it is a party; or (4)which might adversely affect the priority of the Liens created by this Borrower Loan Agreement or any of the BorrowerLoan Documents or the Funding Loan Documents. Section 4.1.46Payment of Taxes. Except as previously disclosed to Funding Lender in writing: (i)all tax returns and reports of Borrower, General Partner and Guarantor required to be filed have been timely filed, and all taxes, assessments, fees and other governmental charges upon Borrower, General Partner and Guarantor, and upon their respective properties, assets, income and franchises, which are due and payable have been paid when due and payable; and (ii)Borrower knows of no proposed tax assessment against it or against General Partner or Guarantor that would be material to the condition (financial or otherwise) of Borrower, General Partner or Guarantor, and neither Borrower nor General Partner have contracted with anyGovernment Authority in connection with such taxes. Section 4.1.47Rights to Project Agreements and Licenses. Borrower is the legal and beneficial owner of all rights in and to the Plans and Specifications and all existing Project Agreements and Licenses, and will be the legal and beneficial owner of all rights in and to all future 2016-03-08 Agenda Packet Page 480 35 Project Agreements and Licenses. Borrower’s interest in the Plans and Specifications and all Project Agreements and Licenses is not subject to any present claim (other than under the Borrower Loan Documents and the Funding Loan Documents or as otherwise approved by Funding Lender in its sole discretion), set-off or deduction other than in the ordinary course of business. Section 4.1.48Patriot Act Compliance. Borrower is not now, nor has ever been (i)listed on any Government Lists (as defined below), (ii)a person who has been determined by a Governmental Authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii)indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv)under investigation by any Governmental Authority for alleged criminal activity. For purposes hereof, the term “Patriot Act Offense” shall mean any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A)the criminal laws againstterrorism; (B)the criminal laws against money laundering, (C)Bank Representative Secrecy Act, as amended, (D)the Money Laundering Control Act of 1986, as amended, or (E)the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” shall mean (1)the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2)any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Funding Lender notified Borrower in writing is now included in “Government Lists”, or (3)any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Authority or pursuant to any Executive Order of the President of the United States of America that Funding Lender notified Borrower in writing is now included in “Government Lists”. Section 4.1.49Rent Schedule. Borrower has prepared a prospective Unit absorption and rent collection schedule with respect to the Project substantially in the form attached as an exhibit to the Construction Funding Agreement, which schedule takes into account, among other relevant factors (i)a schedule of minimum monthly rentals for the Units, and (ii)any and all concessions including free rent periods, and on the basis of such schedule, Borrower believes it will collect rents with respect to the Project in amounts greater than or equal to debt service on the Borrower Loan. Section 4.1.50Other Documents. Each of the representations and warranties of Borrower or General Partner contained in any of the other Borrower Loan Documents or the Funding Loan Documents or Related Documents is true and correct in all material respects (or, in the case of representations or warranties contained in any of the other Borrower Loan Documents or Funding Loan Documents or Related Documents that speak as of a particular date, were true and correct in all material respects as of such date). All of such representations and warranties are incorporated herein for the benefit of Funding Lender. Section 4.1.51Subordinate Loan Documents. The Subordinate Loan Documents are in full force and effect and the Borrower has paid all commitment fees and other amounts due and payable to the Subordinate Lender(s) thereunder. There exists no material violation of or material default by the Borrower under, and no event has occurredwhich, upon the giving of notice or the passage of time, or both, would constitute a material default under the Subordinate Loan Documents. 2016-03-08 Agenda Packet Page 481 36 Section 4.2.Survival of Representations and Covenants. All of the representations and warranties in Section4.1 hereof and elsewhere in the Borrower Loan Documents (i)shall survive for so long as any portion of the Borrower Payment Obligations remains due and owing and (ii)shall be deemed to have been relied upon by the Governmental Lender and the Servicer notwithstanding any investigation heretofore or hereafter made by the Governmental Lender or the Servicer or on its or their behalf, provided, however, that the representations, warranties and covenants set forth in Section4.1.31 hereof shall survive in perpetuity and shall not be subject to the exculpation provisions of Section11.1 hereof. ARTICLE V AFFIRMATIVE COVENANTS During the term of this Borrower Loan Agreement, the Borrower hereby covenants and agrees with the Governmental Lender, the Funding Lender, the Fiscal Agent and theServicer that: Section 5.1.Existence. The Borrower shall (i)do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence and its material rights, and franchises, (ii)continue to engage in the business presently conducted by it, (iii)obtain and maintain all material Licenses, and (iv)qualify to do business and remain in good standing under the laws of the State. Section 5.2.Taxes and Other Charges. The Borrower shall pay all Taxes and Other Charges as the same become due and payable and prior to their becoming delinquent in accordance with the Security Instrument, except to the extent that the amount, validity or application thereof is being contested in good faith as permitted by the Security Instrument. The Borrower covenants to pay all taxes and Other Charges of any type or character charged to the Funding Lender affecting the amount available to the Funding Lender from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and Other Charges assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Funding Lender and taxes based upon or measured by the net income of the Funding Lender; provided, however, that the Borrower shall have the right to protest any such taxes or Other Charges and to require the Funding Lender, at the Borrower’s expense, to protest and contest any such taxes or Other Charges levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or Other Charges pending disposition of any such protest or contest unless such withholding, protest or contest would adverselyaffect the rights or interests of the Funding Lender. This obligation shall remain valid and in effect notwithstanding repayment of the Borrower Loan hereunder or termination of this Borrower Loan Agreement. Section 5.3.Repairs; Maintenance and Compliance; Physical Condition. The Borrower shall cause the Project to be maintained in a good, habitable and safe (so as to not threaten the health or safety of the Project’s tenants or their invited guests) condition and repair (reasonable wear and tear excepted) as set forth in the Security Instrument and shall not remove, demolish or materially alter the Improvements or Equipment (except for removal of aging or obsolete equipment or furnishings in the normal course of business), except as provided in the Security Instrument. 2016-03-08 Agenda Packet Page 482 37 Section 5.4.Litigation. The Borrower shall give prompt Written Notice to the Governmental Lender, the Funding Lender and the Servicer of any litigation, governmental proceedings or claims or investigations regarding an alleged actual violation of a Legal Requirement pending or, to the Borrower’s knowledge, threatened against the Borrower which might materially adversely affect the Borrower’s condition (financial or otherwise) or business or the Project. Section 5.5.Performance of Other Agreements. The Borrower shall observe and perform in all material respects each and every term to be observed or performed by it pursuant to the terms of any agreement or instrument affecting or pertaining to the Project. Section 5.6.Notices. The Borrower shall promptly advise the Governmental Lender, the Funding Lender and the Servicer of (i)any Material Adverse Change in the Borrower’s financial condition, assets, properties or operations other than general changes in the real estate market, (ii)any fact or circumstance affecting the Borrower or the Project that materially and adversely affects the Borrower’s ability to meet its obligations hereunder or under any of the other Borrower Loan Document to which it is a party in a timely manner, or (iii)the occurrence of any Potential Default or Event of Default of which the Borrower has knowledge. If the Borrower becomes subject to federal or state securities law filing requirements, the Borrower shall cause to be delivered to the Governmental Lender, the Funding Lender and the Servicer any Securities andExchange Commission or other public filings, if any, of the Borrower within two (2) Business Days of such filing. Section 5.7.Cooperate in Legal Proceedings. The Borrower shall cooperate fully with the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer with respect to, and permit the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer at their option, to participate in, any proceedings before any Governmental Authority that may in any way affect the rights of the Governmental Lender, the Funding Lender, the Fiscal Agent and/or the Servicer under any Borrower Loan Document or Funding Loan Document. Section 5.8.Further Assurances. The Borrower shall, at the Borrower’s sole cost and expense (except as provided in Section 9.1 hereof), (i)furnish to the Servicer and the Funding Lender all instruments, documents, boundary surveys, footing or foundation surveys (to the extent that Borrower’s construction or renovation of the Project alters any existing building foundations or footprints), certificates, plans and specifications, appraisals, title and other insurance reports and agreements, reasonably requested by the Servicer or the Funding Lender for the better and more efficient carrying out of the intents and purposes of the Borrower LoanDocuments and the Funding Loan Documents; (ii)execute and deliver to the Servicer and the Funding Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the Borrower Loan, as the Servicer, the Fiscal Agent (at the direction of the Funding Lender) and the Funding Lender may reasonably require from time to time; (iii)do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of the Borrower Loan Documents and the Funding Loan Documents, as the Servicer, the Fiscal Agent (at the direction of the Funding Lender) or the Funding Lender shall reasonably require from time to time; provided, however, with respect to clauses (i)-(iii) above, the Borrower shall not be required to do anything that has the effect of (A)changing the essential economic terms of the Borrower Loan or (B)imposing upon the Borrower greater personal liability under the Borrower Loan Documents and the Funding Loan Documents; and (iv)upon the Servicer’s, the Fiscal Agent’s (at the direction of the Funding Lender) or the Funding Lender’s 2016-03-08 Agenda Packet Page 483 38 request therefor given from time to time after the occurrence of any Potential Default or Event of Default for so long as such Potential Default or Event of Default, as applicable, is continuing pay for (a)reports of UCC, federal tax lien, state tax lien, judgment and pending litigation searches with respect to the Borrower and (b)searches of title to the Project, each such search to be conducted by search firms reasonably designated by the Servicer, the Fiscal Agent (at the direction of the Funding Lender) or the Funding Lender in each of the locations reasonably designated by the Servicer, the Fiscal Agent or the Funding Lender. Section 5.9.Delivery of Financial Information. After notice to the Borrower of a Secondary Market Disclosure Document, the Borrower shall, concurrently with any delivery to the Funding Lender or the Servicer, deliver copies of all financial information required under ArticleIX. Section 5.10.Environmental Matters. So long as the Borrower owns or is in possession of the Project, the Borrower shall (a)keep the Project in compliance with all Hazardous Materials Laws (as defined in the Security Instrument), (b)promptly notify the Funding Lender and the Servicer ifthe Borrower shall become aware that any Hazardous Materials (as defined in the Security Instrument) are on or near the Project in violation of Hazardous Materials Laws, and (c)commence and thereafter diligently prosecute to completion all remedial work necessary with respect to the Project required under any Hazardous Material Laws, in each case as set forth in the Security Instrument or the Agreement of Environmental Indemnification. Section 5.11.Governmental Lender’s and Funding Lender’s Fees. The Borrower covenants to pay the reasonable fees and expenses of the Governmental Lender (including the Ongoing Governmental Lender Fee), the Fiscal Agent and the Funding Lender or any agents, attorneys, accountants, consultants selected by the Governmental Lender, the Fiscal Agent or the Funding Lender to act on its behalf in connection with this Borrower Loan Agreement and the other Borrower Loan Documents, the Regulatory Agreement and the Funding Loan Documents, including, without limitation, any and all reasonable expenses incurred in connection with the making of the Borrower Loan or in connection with any litigation which may at any time be instituted involving the Borrower Loan, this Borrower Loan Agreement, the other Borrower Loan Documents, the Regulatory Agreement and the Funding Loan Documents or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of the foregoing. This obligation shall remain valid and in effect notwithstanding repayment of the Borrower Loan hereunder or termination of this Borrower Loan Agreement. Section 5.12.Estoppel Statement. The Borrower shall furnish to the Funding Lender, the Fiscal Agent orthe Servicer for the benefit of the Funding Lender or the Servicer within ten (10) days after request by the Funding Lender and the Servicer, with a statement, duly acknowledged and certified, setting forth, as applicable, with respect to each Borrower Note(i)the unpaid principal of the Borrower Note, (ii)the applicable Interest Rate, (iii)the date installments of interest and/or principal were last paid, (iv)any offsets or defenses to the payment of the Borrower Payment Obligations, and (v)that the Borrower Loan Documents and the Funding Loan Documents to which the Borrower is a party are valid, legal and binding obligations of the Borrower and have not been modified or, if modified, giving particulars of such modification, and no Event of Default exists thereunder or specify any Event of Default that does exist thereunder. The Borrower shall use commercially reasonable efforts to furnish to the Funding Lender or the Servicer, within 30 days of a request by the Funding Lender or Servicer, tenant estoppel certificates from each commercial tenant at the Project in form and substance reasonably satisfactory to the Funding Lender and the Servicer; 2016-03-08 Agenda Packet Page 484 39 provided that the Funding Lender and the Servicer shall not make such requests more frequently than twice in any year. Section 5.13.Defense of Actions. The Borrower shall appear in and defend any action or proceeding purporting to affect the security for this Borrower Loan Agreement hereunder or under the Borrower Loan Documents and the Funding Loan Documents, and shall pay,in the manner required by Section2.4 hereof, all costs and expenses, including the cost of evidence of title and attorneys’ fees, in any such action or proceeding in which Funding Lender may appear. If the Borrower fails to perform any of the covenants or agreements contained in this Borrower Loan Agreement or any other Borrower Loan Document, or if any action or proceeding is commenced that is not diligently defended by the Borrower which affects the Funding Lender’s interest in the Project or any part thereof, including eminent domain, code enforcement or proceedings of any nature whatsoever under any Federal or state law, whether now existing or hereafter enacted or amended, then the Funding Lender may make such appearances, disburse such sums and takesuch action as the Funding Lender deems necessary or appropriate to protect its interests. Such actions include disbursement of attorneys’ fees, entry upon the Project to make repairs or take other action to protect the security of the Project, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Funding Lender appears to be prior or superior to the Borrower Loan Documents or the Funding Loan Documents. The Funding Lender shall have no obligation to do any of the above. The Funding Lender may take any such action without notice to or demand upon the Borrower. No such action shall release the Borrower from any obligation under this Borrower Loan Agreement or any of the other Borrower Loan Documents or Funding Loan Documents. In the event (i)that the Security Instrument is foreclosed in whole or in part or that any Borrower Loan Document is put into the hands of an attorney for collection, suit, action or foreclosure, or (ii)of the foreclosure of any mortgage, deed of trust or deed to secure debt prior to or subsequent to the Security Instrument or any Borrower Loan Document in which proceeding the Funding Lender is made a party or (iii)of the bankruptcy of the Borrower or an assignment by the Borrowerfor the benefit of its creditors, the Borrower shall be chargeable with and agrees to pay all costs of collection and defense, including actual attorneys’ fees in connection therewith and in connection with any appellate proceeding or post-judgment actioninvolved therein, which shall be due and payable together with all required service or use taxes. Section 5.14.Expenses. The Borrower shall pay all reasonable expenses incurred by the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer (except as provided in Section9.1 hereof) in connection with the Borrower Loan and the Funding Loan, including reasonable fees and expenses of the Governmental Lender’s, the Fiscal Agent’s, the Funding Lender’s and the Servicer’s attorneys, environmental, engineering and other consultants, and fees, charges or taxes for the recording or filing of the Borrower Loan Documents and the Funding Loan Documents. The Borrower shall pay or cause to be paid all reasonable expenses of the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer (except as provided in Section9.1 hereof) in connection with the issuance or administration of the Borrower Loan and the Funding Loan, including audit costs, inspection fees, settlement of condemnation and casualty awards, and premiums for title insurance and endorsements thereto. The Borrower shall, upon request, promptly reimburse the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer for all reasonable amounts expended, advanced or incurred by the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer to collect the BorrowerNotes, or to enforce the rights of the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer under this Borrower Loan Agreement or any other the Borrower Loan Document, or to defend or assert the rights and claims of the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer 2016-03-08 Agenda Packet Page 485 40 under the Borrower Loan Documents and the Funding Loan Documents arising out of an Event of Default or with respect to the Project (by litigation or other proceedings) arising out of an Event of Default, which amounts will include all court costs, attorneys’ fees and expenses, fees of auditors and accountants, and investigation expenses as may be reasonably incurred by the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicerin connection with any such matters (whether or not litigation is instituted), together with interest at the Default Rate on each such amount from the Date of Disbursement until the date of reimbursement to the Governmental Lender, the Funding Lender, theFiscal Agent and the Servicer, all of which shall constitute part of the Borrower Loan and the Funding Loan and shall be secured by the Borrower Loan Documents and the Funding Loan Documents. The obligations and liabilities of the Borrower under this Section5.14 shall survive the Term of this Borrower Loan Agreement and the exercise by the Governmental Lender, the Funding Lender, the Fiscal Agent or the Servicer, as the case may be, of any of its rights or remedies under the Borrower Loan Documents and the Funding Loan Documents, including the acquisition of the Project by foreclosure or a conveyance in lieu of foreclosure. Notwithstanding the foregoing, the Borrower shall not be obligated to pay amounts incurred as a result of the gross negligence or willful misconduct of any other party, and any obligations of the Borrower to pay for environmental inspections or audits will be governed by Section18(i) and 43(i) of the Security Instrument. Section 5.15.Indemnity. In addition to its other obligations hereunder, and in addition to any and all rights of reimbursement, indemnification, subrogation and other rights of Governmental Lender, the Fiscal Agent or Funding Lender pursuant hereto, pursuant to the Regulatory Agreement and under law or equity, to the fullest extent permitted by law, the Borrower agrees to indemnify, hold harmless and defend the Governmental Lender, the Funding Lender, the Fiscal Agent, the Servicer, the Beneficiary Parties, Citigroup, Inc. and each of their respective commissioners, officers, directors, employees, attorneys and agents (each an “Indemnified Party”), against any and all losses, damages, claims, actions, liabilities, reasonable costs and expenses of any nature, kind or character (including, without limitation, reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement (to the extent that the Borrower has consented to such settlement) and amounts paid to discharge judgments) (hereinafter, the “Liabilities”) to which the Indemnified Parties, or any of them, may become subject under federal or state securities laws or any other statutory law or at common law or otherwise, to the extent arising out of or based upon or in any way relating to: (a)The Borrower Loan Documents and the Funding Loan Documents or the execution or amendment thereof or in connection with transactions contemplated thereby, including the sale, transfer or resale of the Borrower Loan or the Funding Loan, except with respect to any Secondary Market Disclosure Document (other than any Borrower’s obligations under ArticleIX); (b)Any act or omission of the Borrower or any of its agents, contractors, servants, employees or licensees in connection with the Borrower Loan, the Funding Loan or the Project, the operation of the Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, construction, installation or rehabilitation of, the Project or any part thereof; (c)Any lien (other than a Permitted Lien) or charge upon payments by the Borrower to the Governmental Lender, the Fiscal Agent or the Funding Lender hereunder, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and Other Charges imposed on the Governmental Lender, the Fiscal Agent or the Funding Lender in respect of any portion of the Project; 2016-03-08 Agenda Packet Page 486 41 (d)Any violation of any environmental law, rule or regulation with respect to, or the release of any toxic substance from, the Project or any part thereof during the period in which the Borrower is in possession or control of the Project; provided however, Borrower’s liability under this Section 5.15(d) shall not extend to cover a violation that first arose, commenced or occurred as a result of actions of the Indemnified Party, their successors, assigns or designees, after the satisfaction, discharge, release, assignment, termination or cancellation of the Security Instrument following the payment in full of the Borrower Note and all other sums payable under the Borrower Loan Documents; (e)The enforcement of, or any action taken by the Governmental Lender, the Fiscal Agent or the Funding Lender related to remedies under, this Borrower Loan Agreement and the other Borrower Loan Documents and the Funding Loan Documents; (f)The defeasance, in whole or in part, of the Borrower Loan or the Funding Loan; (g)Any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact by the Borrower made in the course of Borrower applying for the Borrower Loan or the Funding Loan or contained in any of the Borrower Loan Documents or Funding Loan Documents to which the Borrower is a party; (h)Any Determination of Taxability; (i)Any breach (or alleged breach) by Borrower of any representation, warranty or covenant made in or pursuant to this Borrower Loan Agreement or in connection with any written or oral representation, presentation, report, appraisal or other information given or delivered by Borrower, General Partner, Guarantor or their Affiliates to Governmental Lender, the Fiscal Agent the Funding Lender, Servicer or any other Person in connection with the Borrower’s application for the Borrower Loan and the Funding Loan (including, without limitation, any breach or alleged breachby Borrower of any agreement with respect to the provision of any substitute credit enhancement); (j)any failure (or alleged failure) by Borrower, the Funding Lender or Governmental Lender to comply with applicable federal and state laws and regulations pertaining to the making of the Borrower Loan and the Funding Loan; (k)the Project, or the condition, occupancy, use, possession, conduct or management of, or work done in or about, or from the planning, design, acquisition, installation, construction or rehabilitation of, the Project or any part thereof; or (l)the use of the proceeds of the Borrower Loan and the Funding Loan, except in the case of the foregoing indemnification of the Governmental Lender or any related Indemnified Party, to the extent such damages are caused by the willful misconduct of such Indemnified Party, and except in the case of the foregoing indemnification of the Funding Lender or the Servicer or any related Indemnified Party, to the extent such damages are caused by the gross negligence or willful misconduct of such Indemnified Party. Notwithstanding anything herein to the contrary, the Borrower’s indemnification obligations to the parties specified in Section9.1.4 hereof with respect to any securitization or Secondary Market Transaction described in ArticleIX hereof shall be limited to the indemnity set forth in Section9.1.4 hereof. In the event that any action or 2016-03-08 Agenda Packet Page 487 42 proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Borrower, upon written notice from the Indemnified Party (which notice shall be timely given so as not to materially impair the Borrower’s right to defend), shall assume the investigation and defense thereof, including the employment of counsel reasonably approved by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that the Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement, which approval shall not be unreasonably withheld. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the investigation and defense thereof. The Borrower shall pay the reasonable fees and expenses of such separate counsel; provided, however, that such Indemnified Party may only employ separate counsel at the expense of the Borrower if and only if in such Indemnified Party’s good faith judgment (based on the advice of counsel) a conflict of interest exists or could arise by reason of common representation. Notwithstanding any transfer of the Project to another owner in accordance with the provisions of this Borrower Loan Agreement or the Regulatory Agreement, the Borrower shall remain obligated to indemnify each Indemnified Party pursuant to this Section5.15 if such subsequent owner fails to indemnify any party entitled to be indemnified hereunder, unless the Governmental Lender and the FundingLender have consented to such transfer and to the assignment of the rights and obligations of the Borrower hereunder. The rights of any persons to indemnity hereunder shall survive the final payment or defeasance of the Borrower Loan and the Funding Loan and in the case of the Servicer, any resignation or removal. The provisions of this Section5.15 shall survive the termination of this Borrower Loan Agreement. The foregoing provisions of this Section5.15 are not intended to and shall not negate, modify,limit or change the provisions of Section9 of eachBorrower Note. Section 5.16.No Warranty of Condition or Suitability by the Governmental Lender or Funding Lender. Neither the Governmental Lender nor the Funding Lender makes any warranty, either express or implied,as to the condition of the Project or that it will be suitable for the Borrower’s purposes or needs. Section 5.17.Right of Access to the Project. The Borrower agrees that the Governmental Lender, the Funding Lender, the Servicer and the Construction Consultant, and their duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right, but no obligation, at all reasonable times during business hours and upon reasonable notice, to enter onto the Land (a)to examine, test and inspect the Project without material interference or prejudice to the Borrower’s operations and (b)to perform such work in and about the Project made necessary by reason of the Borrower’s default under any of the provisions of this Borrower Loan Agreement. The Governmental Lender, the Funding Lender, the Servicer, and their duly authorized agents, attorneys, accountants and representatives shall also be permitted, without any obligation to do so, at all reasonable times and upon reasonable notice during business hours, to examine the books and records of the Borrower with respect to the Project. Section 5.18.Notice of Default. The Borrower will advise the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer promptly in writing of the occurrence ofany 2016-03-08 Agenda Packet Page 488 43 Potential Default or Event of Default hereunder, specifying the nature and period of existence of such event and the actions being taken or proposed to be taken with respect thereto. Section 5.19.Covenant with Governmental Lender and Funding Lender. The Borrower agrees that this Borrower Loan Agreement is executed and delivered in part to induce the purchase by others of the Governmental Lender Notesand, accordingly, all covenants and agreements of the Borrower contained in this Borrower Loan Agreement are hereby declared to be for the benefit of the Governmental Lender, the Fiscal Agent, the Funding Lender and any lawful owner, holder or pledgee of the Borrower Notesor the Governmental Lender Notesfrom time to time. Section 5.20.Obligation of the Borrower toConstruct the Project. The Borrower shall proceed with reasonable dispatch to construct and equip the Project. If the proceeds of the Borrower Loan, together with the Other Borrower Moneys, available to be disbursed to the Borrower are not sufficient topay the costs of such construction and equipping, the Borrower shall pay such additional costs from its own funds. The Borrower shall not be entitled to any reimbursement from the Governmental Lender, the Fiscal Agent, the Funding Lender or the Servicer in respect of any such costs or to any diminution or abatement in the repayment of the Borrower Loan. The Governmental Lender, the Fiscal Agent and the Funding Lender shall not be liable to the Borrower or any other person if for any reason the Project isnot completed or if the proceeds of the Borrower Loan are insufficient to pay all costs of the Project. The Governmental Lender, the Fiscal Agent and the Funding Lender do not make any representation or warranty, either express or implied, that moneys, if any, which will be made available to the Borrower will be sufficient to complete the Project, and the Governmental Lender, the Fiscal Agent and the Funding Lender shall not be liable to the Borrower or any other person if for any reason the Project is not completed. Section 5.21.Maintenance of Insurance. Borrower will maintain the insurance required by the Security Instrument. Section 5.22.Information; Statements and Reports. Borrower shall furnish or cause to be furnished to Funding Lender and, with respect to subsection (a) only, to Governmental Lender: (a)Notice of Default. As soon as possible, and in any event not later than five (5) Business Days after the occurrence of any Event of Default or Potential Default, a statement of an Authorized Representative of Borrower describing the details of such Event of Default or Potential Default and any curative action Borrower proposes to take; (b)Financial Statements; Rent Rolls. In the manner and to the extent required under the Security Instrument, such financial statements, expenses statements, rent rolls, reports and other financial documents and information as required by the Security Instrument and the other Borrower Loan Documents and Funding Loan Documents, in the form and within the time periods required therein; (c)General Partner. As soon as available and in any event within one hundred twenty (120) days after the end of each fiscal year of General Partner, copies of the financial statements of General Partner as of such date, prepared in substantially the form previously deliveredto the Governmental Lender and Funding Lender and in a manner consistent therewith, or in such form (which may include a form prepared in accordance with GAAP) as Funding Lender may reasonably request; 2016-03-08 Agenda Packet Page 489 44 (d)Leasing Reports. Prior to the Conversion Date, on a monthly basis (and in any event within fifteen (15) days after the end of each Calendar Month), a report of all efforts made by Borrower, if any, to lease all or any portion of the Project during such Calendar Month and on a cumulative basis since Project inception, which report shall be prepared and delivered by Borrower, shall be in form and substance satisfactory to Funding Lender, and shall, if requested by Funding Lender, be supported by copies of letters of intent, leases or occupancy agreements, as applicable; (e)Audit Reports. Promptly upon receipt thereof, copies of all reports, if any, submitted to Borrower by independent public accountants in connection with each annual, interim or special audit of the financial statements of Borrower made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (f)Notices; Certificates or Communications. Immediately upon giving or receipt thereof, copies of any notices, certificates or other communications delivered at the Project or to Borrower or General Partner naming Governmental Lender or Funding Lender as addressee or which could reasonably be deemed to affect the structural integrity of the Project or the ability of Borrower to perform its obligations under the Borrower Loan Documents and the Funding Loan Documents; (g)Certification of Non-Foreign Status. Promptly upon request of Funding Lender from time to time, a Certification of Non-Foreign Status, executed on or after the date of such request by Funding Lender; (h)Compliance Certificates. Together with each of the documents required pursuant to Section5.22(b) hereof submitted by or on behalf of Borrower, a statement, in form and substance satisfactory to Funding Lender and certified by anAuthorized Borrower Representative, to the effect that Borrower is in compliance with all covenants, terms and conditions applicable to Borrower, under or pursuant to the Borrower Loan Documents and the Funding Loan Documents and under or pursuant to any other Debt owing by Borrower to any Person, and disclosing any noncompliance therewith, and any Event of Default or Potential Default, and describing the status of Borrower’s actions to correct such noncompliance, Event of Default or Potential Default, as applicable; and (i)Other Items and Information. Such other information concerning the assets, business, financial condition, operations, property, and results of operations of Borrower, General Partner, Guarantor or the Project, as Funding Lender or Governmental Lender reasonably requests from time to time. Borrower shall furnish to Governmental Lender, upon its written request, any of the items described in the foregoing subsections (b) through and including (i) above. Section 5.23.Additional Notices. Borrower will, promptly after becoming aware thereof, give notice to Funding Lender and the Governmental Lender of: (a)any Lien affecting the Project, or any part thereof, other than Liens expressly permitted under this Borrower Loan Agreement; (b)any Legal Action which is instituted by or against Borrower, General Partner or Guarantor, or any Legal Action which is threatened against Borrower, General Partner or Guarantor which, in any case, if adversely determined, could have a material adverse effect upon the business, 2016-03-08 Agenda Packet Page 490 45 operations, properties, assets, management, ownership or financial condition of Borrower, General Partner, Guarantor or the Project; (c)any Legal Action which constitutes an Event of Default or a Potential Default or a default under any other Contractual Obligation to which Borrower, General Partner or Guarantor is a party or by or to which Borrower, General Partner or Guarantor, or any of their respective properties or assets, may be bound or subject, which default would have a material adverse effect on the business, operations, assets (including the Project),or financialcondition of Borrower, General Partner or Guarantor, as applicable; (d)any default, alleged default or potential default on the part of Borrower under any of the CC&R’s (together with a copy ofeach notice of default, alleged default or potential default received from any other party thereto); (e)any notice of default, alleged default or potential default on the part of Borrower received from any tenant or occupant of the Project under or relating to its lease or occupancy agreement (together with a copy of any such notice), if, in the aggregate, notices from at least fifteen percent (15%) of the tenants at the Project have been received by Borrower with respect to, or alleging, the same default, alleged default or potential default; (f)any change or contemplated change in (i)the location of Borrower’s or General Partner’s executive headquarters or principal place of business; (ii)the legal, trade, or fictitious business names used by Borrower or General Partner; or (iii)the nature of the trade or business of Borrower; and (g)any default, alleged default or potential default on the part of any general or limited partner (including, without limitation, General Partner and the Equity Investor) under the Partnership Agreement. Section 5.24.Compliance with Other Agreements; Legal Requirements. (a)Borrower shall timely perform and comply with, and shall cause General Partner to timely perform and comply with the covenants, agreements, obligations and restrictions imposed on them under the Partnership Agreement, and Borrower shall not do or permit to be done anything to impair any such party’s rights or interests under any of the foregoing. (b)Borrower will comply and, to the extent it is able, will require others to comply with, all Legal Requirements of all Governmental Authorities having jurisdiction over the Project or construction and/or rehabilitation of the Improvements, and will furnish Funding Lender with reports of any official searches for or notices of violation of any requirements established by such Governmental Authorities. Borrower will comply and, to the extent it is able, will require others to comply, with applicable CC&R’s and all restrictive covenants and all obligations created by private contracts and leases which affect ownership, construction, rehabilitation, equipping, fixturing, use or operation of the Project, and all other agreements requiring a certain percentage of the Units to be rented to persons of low or moderate income. The Improvements, when completed, shall comply with all applicable building, zoning and other Legal Requirements, and will not violate any restrictions of record against the Project or the terms of any other lease of all or any portion of the Project. Funding Lender and Governmental Lender shall at all times have the right to audit, at Borrower’s expense, Borrower’s compliance with any agreement requiring a certain percentage of 2016-03-08 Agenda Packet Page 491 46 the Units to be rented to persons of low or moderate income, and Borrower shall supply all such information with respect thereto as Funding Lender or Governmental Lender, as applicable, may request and otherwise cooperate with Funding Lender or Governmental Lender, as applicable, in any such audit. Without limiting the generality of the foregoing, Borrower shall properly obtain, comply with and keep in effect (and promptly deliver copies to Funding Lender of) all permits, licenses and approvals which are required to be obtained from Governmental Authorities in order to construct, occupy, operate, market and lease the Project. Section 5.25.Completion and Maintenance of Project. Borrower shall cause the construction of the Improvements, to be prosecuted with diligence and continuity and completed substantially in accordance with the Plans and Specifications, and in accordance with the Construction Funding Agreement, free and clear of any liens or claims for liens (but without prejudice to Borrower’s rights of contest under Section10.16 hereof) (“Completion”) on or before the Completion Date. Borrower shall thereafter maintain the Project as a residential apartment complex in good order and condition, ordinary wear and tear excepted. A maintenance program shall be in place at all times to assure the continuation of first class maintenance. Section 5.26.Fixtures. Borrower shall deliverto Funding Lender, on demand, any contracts, bills of sale, statements, receipted vouchers or agreements under which Borrower or any other Person claims title to any materials, fixtures or articles incorporated into the Improvements. Section 5.27.Income from Project. Borrower shall first apply all Gross Income to Expenses of the Project, including all amounts then required to be paid under the Borrower Loan Documents and the Funding Loan Documents and the funding of all sums necessary to meet the Replacement Reserve Fund Requirement, before using or applying such Gross Income for any other purpose. Prior to the Conversion Date, except for the Asset Management Fee, as defined in and payable pursuant to the Partnership Agreement, or as otherwise permitted by the Borrower Loan Documents or the Funding Loan Documentsor the Subordinate Loan Documents, Borrower shall not make or permit any distributions or other payments of Net Operating Income to its partners, shareholders or members, as applicable, in each case, without the prior Written Consent of Funding Lender. Section 5.28.Leases and Occupancy Agreements. (a)Lease Approval. (i)Borrower has submitted to Funding Lender, and Funding Lender has approved, Borrower’s standard form of tenant lease for use in the Project. Borrower shall not materially modify that approved lease form without Funding Lender’s prior Written Consent in each instance, which consent shall not be unreasonably withheld or delayed. Borrower may enter into leases of space within the Improvements (and amendments to such leases) in the ordinary course of business with bona fide third party tenants without Funding Lender’s prior Written Consent if: (A)The lease is a Permitted Lease, and is executed in the form attached as an exhibit to the Construction Funding Agreement withoutmaterial modification; (B)Borrower, acting in good faith following the exercise of due diligence, has determined that the tenant meets requirements imposed under any applicable CC&R and is financially capable of performing all of its obligations under the lease; and 2016-03-08 Agenda Packet Page 492 47 (C)The lease conforms to the Rent Schedule attached as an exhibit to the Construction Funding Agreement and reflects an arm’s-length transaction, subject to the requirement that the Borrower comply with any applicable CC&R. (ii)If any Event of Default has occurred and is continuing, Funding Lender may make written demand on Borrower to submit all future leases for Funding Lender’s approval prior to execution. Borrower shall comply with any such demand by Funding Lender. (iii)No approval of any lease by Funding Lender shall be for any purpose other than to protect Funding Lender’s security for the Borrower Loan and to preserve Funding Lender’s rights under the Borrower Loan Documents and the Funding Loan Documents. No approval by Funding Lender shall result ina waiver of any default of Borrower. In no event shall any approval by Funding Lender of a lease be a representation of any kind with regard to the lease or its enforceability, or the financial capacity of any tenant or guarantor. (b)Landlord’s Obligations. Borrower shall perform all obligations required to be performed by it as landlord under any lease affecting any part of the Project or any space within the Improvements. (c)Leasing and Marketing Agreements. Except as may be contemplated in the Management Agreement with Borrower’s Manager, Borrower shall not without the approval of Funding Lender enter into any leasing or marketing agreement and Funding Lender reserves the right to approve the qualifications of any marketing or leasing agent. Section 5.29.Project Agreements and Licenses. To the extent not heretofore delivered to Funding Lender, Borrower will furnish to Funding Lender, as soon as available, true and correct copies of all Project Agreements and Licenses and the Plans and Specifications, together with assignments thereof to Funding Lender and consents to such assignments where required by Funding Lender, all in form and substance acceptable to Funding Lender. Neither Borrower nor General Partner has assigned or granted, or will assign or grant, a security interest in any of the Project Agreements and Licenses, other than to Funding Lender. Section 5.30.Payment of Debt Payments. In addition to its obligations under the Borrower Notes, Borrower will (i)duly and punctually pay or cause to be paid all principal of and interest on any Debt of Borrower as and when the same become due on or before the due date; (ii)comply with and perform all conditions, terms and obligations of other instruments or agreements evidencing or securing such Debt; (iii)promptly inform Funding Lender of any default, or anticipated default, under any such note, agreement, instrument; and (iv)forward to Funding Lender a copy of any notice of default or notice of any event that might result in default under any such note, agreement, instrument, including Liens encumbering the Project, or any portion thereof, which have been subordinated to the Security Instrument (regardless of whether or not permitted under this Borrower Loan Agreement). Section 5.31.ERISA. Borrower will comply, and will cause each of its ERISAAffiliates to comply, in all respects with the provisions of ERISA. Section 5.32.Patriot Act Compliance. Borrower shall use its good faith and commercially reasonable efforts to comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over Borrower and/or the Project, including those 2016-03-08 Agenda Packet Page 493 48 relating to money laundering and terrorism. Funding Lender shall have the right to audit Borrower’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over Borrower and/or the Project, including those relating to money laundering and terrorism. In the event that Borrower fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Funding Lender may, at its option, cause Borrower to comply therewith and any and all costs and expenses incurred by Funding Lender in connection therewith shall be secured by the Security Instrument and shall be immediately due and payable. Borrower covenants that itshall comply with all Legal Requirements and internal requirements of Funding Lender relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect. Without limiting the foregoing, Borrower shall not take any action, or permit any action to be taken, that would cause Borrower’s representations and warranties in this ArticleV become untrue or inaccurate at any time during the term of the Funding Loan. Upon any Beneficiary Party’s request from time to time during the term of the Funding Loan, Borrower shall certify in writing to such Beneficiary Party that Borrower’s representations, warranties and obligations under ArticleV remain true and correct and have not been breached, and in addition, upon request of any Beneficiary Party, Borrower covenants to provide all information required to satisfy obligations under all Legal Requirements and internal requirements of Funding Lender relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect, during the term of the Funding Loan. Borrower shall immediately notify the Funding Lender in writing of (a)Borrower’s actual knowledge that any of such representations, warranties or covenants are no longer true and have been breached, (b)Borrower has a reasonable basis to believe that they may no longer be true and have been breached or (c)Borrower becomes the subject of an investigation by Governmental Authorities related to money laundering, anti-terrorism, trade embargos and economic sanctions. Borrower shall also reimburse Funding Lender for any expense incurred by Funding Lender in evaluating the effect of an investigation by Governmental Authorities on the Funding Loan and Funding Lender’s interest in the collateral for the Funding Loan, in obtaining necessary license from Governmental Authorities as may be necessary for Funding Lender to enforce its rights under the Funding Loan Documents, and in complying with all Legal Requirements and internal requirements ofFunding Lender relating to money laundering, anti- terrorism, trade embargos and economic sanctions, now or hereafter in effect applicable to Funding Lender as a result of the existence of such an event and for any penalties or fines imposed upon Funding Lender as a result thereof. Section 5.33.Funds from Equity Investor. Borrower shall cause the Equity Investor to fund all installments of the Equity Contributions in the amounts and at the times subject and according to the terms of the Partnership Agreement. Section 5.34.Tax Covenants. The Borrower further represents, warrants and covenants as follows: (a)General. The Borrower shall not take any action or omit to take any action which, if taken or omitted, respectively, would adversely affect the exclusion of interest on the Tax-Exempt Governmental Lender Note from gross income (as defined in Section61 of the Code), for federal income tax purposes and, if it should take or permit any such action, the Borrower will take all lawful actions that it can take to rescind such action promptly upon having knowledge thereof and that the Borrower will take such action or actions, including amendment of this Borrower Loan Agreement, the Security Instrument and the Regulatory Agreement, as may be necessary, in the opinion of Tax Counsel, to comply fully with all applicable rules, rulings, policies, procedures, regulations or other 2016-03-08 Agenda Packet Page 494 49 official statements promulgated or proposed by the Department of the Treasury or the Internal Revenue Service applicable to the Tax-Exempt Governmental Lender Note, the Funding Loan or affecting the Project. Capitalized terms used in this Section5.34 shall have the respective meanings assigned to them in the Regulatory Agreement or, if not defined therein, in the Funding Loan Agreement. With the intent not to limit the generality of the foregoing, the Borrower covenants and agrees that, prior to the final maturity of the Tax-Exempt Governmental Lender Note, unless it has received and filed with the Governmental Lender and the Funding Lender a Tax Counsel No Adverse Effect Opinion, as such term is defined in the Funding Loan Agreement (other than with respect to interest on any portion of the Tax-Exempt Governmental Lender Note for a period during which such portion of theTax-ExemptGovernmental Lender Note is held by a “substantial user” of any facility financed with the proceeds of theTax-ExemptGovernmental Lender Note or a “related person,” as such terms are used in Section147(a) of the Code), the Borrower will comply with this Section5.34. (b)Use of Proceeds. The use of the net proceeds of the Funding Loan at all times will satisfy the following requirements: (i)Limitation on Net Proceeds. At least 95% of the net proceeds of theportion of theFunding Loanevidenced by the Tax-Exempt Governmental Lender Note(within the meaning of the Code) actually expended by Borrower shall be used to pay Qualified Project Costs that are costs of a “qualified residential rental project” (within the meaning of Sections 142(a)(7) and 142(d) of the Code) and property that is “functionally related and subordinate” thereto (within the meaning of Sections 1.103-8(a)(3) and 1.103-8(b)(4)(iii) of the Regulations). (ii)Limit on Costs of Funding. The proceeds of the Funding Loan will be expended for the purposes set forth in this Borrower Loan Agreement and in the Funding Loan Agreement and no portion thereof in excess of two percent of the proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note, within the meaning of Section 147(g) of the Code, will be expended to pay Costs of Funding of the Funding Loan. (iii)Prohibited Facilities. The Borrower shall not use or permit the use of any proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note or any income from the investment thereof to provide any airplane, skybox, or other private luxury box, health club facility, any facility primarily used for gambling, or any store the principal business of which is the sale of alcoholic beverages for consumption off premises. (iv)Limitation on Land. Less than 25 percent of the net proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note actually expended will be used, directly or indirectly, for the acquisition of land or an interest therein, nor will any portion of the net proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Notes be used, directly or indirectly, for the acquisition of land or an interest therein to be used for farming purposes. (v)Limitation on Existing Facilities. No portion of the net proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note will be used for the acquisition of any existing property or an interest unless (A) the first use of such property is pursuant to such acquisition or (B) the rehabilitation expenditures with respect to any building and the equipment therefor equal or exceed 15 percent of the cost of acquiring such building financed with the proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note (with respect to structures other than buildings, this clause shall be applied by 2016-03-08 Agenda Packet Page 495 50 substituting 100 percent for 15 percent). For purposes of the preceding sentence, the term “rehabilitation expenditures” shall have the meaning set forth in Section 147(d)(3) of the Code. (vi)Accuracy of Information. The information furnished by the Borrower and used by the Governmental Lender in preparing its certifications with respect to Section 148 of the Code and the Borrower’s information statement pursuant to Section 149(e) of the Code is accurate and complete as of the date of origination of the Funding Loan. (vii)Limitation of Project Expenditures. The acquisition, construction and equipping of the Project were not commenced (within the meaning of Section 144(a) of the Code) prior to the 60th day preceding the adoption of the resolution of the Governmental Lender with respect to the Project on February 10, 2015, and no obligation for which reimbursement will be sought from proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note relating to the acquisition, construction or equipping of the Project was paid or incurred prior to 60 days prior to such date, except for permissible “preliminary expenditures”, which include architectural, engineering surveying, soil testing, reimbursement bond issuance and similar costs incurred prior to the commencement of acquisition and construction of the Project. (viii)Qualified Costs. The Borrower hereby represents, covenants and warrants that the proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note shall be used or deemed used by Borrower exclusively to pay Qualified Project Costs. (c)Limitation on Maturity. The average maturity of the Tax-Exempt Governmental Lender Note does not exceed 120 percent of the average reasonably expected economic life of the Project to be financed by the Funding Loan, weighted in proportion to the respective cost of each item comprising the property the cost of which has been or will be financed, directly or indirectly, with the net proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note. For purposes of the preceding sentence, the reasonably expected economic life of property shall be determined as of the later of (A)the Closing Date for the Funding Loan or (B)the date on which such property is placed in service (or expected to be placed in service). In addition, land shall not be taken into account in determining the reasonably expected economic life of property. (d)No Arbitrage. The Borrower shall not take any action or omit to take any action with respect to the Gross Proceeds of the Funding Loan or of any amounts expected to be used to pay the principal thereof or the interest thereon which, if taken or omitted, respectively, would cause the Tax- Exempt Governmental Lender Note to be classified as an “arbitrage bond” within the meaning of Section148 of the Code. Except as provided in the Funding Loan Agreement and this Borrower Loan Agreement, the Borrower shall not pledge or otherwise encumber, or permit the pledge or encumbrance of, any money, investment, or investment property as security for payment of any amounts due under this Borrower Loan Agreement or the Borrower Note relating to the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note, shall not establish any segregated reserve or similar fund for such purpose and shall not prepay any such amounts in advanceof the redemption date of an equal principal amount of the Funding Loan, unless the Borrower has obtained in each case a Tax Counsel No Adverse Effect Opinion with respect to such action, a copy of which shall be provided to the Governmental Lender and the Funding Lender. The Borrower shall not, at any time prior to the final maturity of the Funding Loan, invest or cause any Gross Proceeds to be invested in any investment (or to use Gross Proceeds to replace money so 2016-03-08 Agenda Packet Page 496 51 invested), if, as a result of such investment the Yield of all investments acquired with Gross Proceeds (or with money replaced thereby) on or prior to the date of such investment exceeds the Yield of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Noteto the Maturity Date, except as permitted by Section148 of the Code and Regulations thereunder or as provided in the Regulatory Agreement. The Borrower further covenants and agrees that it will comply with all applicable requirements of said Section148 and the rules and Regulations thereunder relating to the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note and the interest thereon, including the employment of a Rebate Analyst acceptable to the Governmental Lender and Funding Lender for the calculation of rebatable amounts to the United States Treasury Department. The Borrower agrees that it will cause the Rebate Analyst to calculate the rebatable amounts not later than forty-five days after the fifth anniversary of the Closing Date and each five years thereafter, and not later than forty-five days after the final Computation Date, and agrees that the Borrower will pay all costs associated therewith. The Borrower agrees to provide evidence of the employment of the Rebate Analyst satisfactory to the Governmental Lender and Funding Lenderand will provide to the Governmental Lender copies of all rebate calculations obtained from the Rebate Analyst. (e)No Federal Guarantee. Except to the extent permitted by Section149(b) of the Code and the Regulations and rulings thereunder, the Borrower shall not take or omit to take any action which would cause the Tax-Exempt Governmental Lender Note to be “federally guaranteed” within the meaning of Section149(b) of the Code and the Regulations and rulings thereunder. (f)Representations. The Borrower has supplied or caused to be supplied to Tax Counsel all documents, instruments and written information requested by Tax Counsel, and all such documents, instruments and written information supplied by or on behalf of the Borrower at the request of Tax Counsel, which have been reasonably relied upon by Tax Counsel in rendering its opinion with respect to the exclusion from gross income of the interest on the Tax-Exempt Governmental Lender Note for federal income tax purposes, are true and correct in all material respects, do not contain any untrue statement of a material fact and do not omit to state any material fact necessary to be stated therein in order to make the information provided therein, in light of the circumstances under which such information was provided, not misleading, and the Borrower is not aware of any other pertinent information which Tax Counsel has not requested. (g)Qualified Residential Rental Project. The Borrower hereby covenants and agrees that the Project will be operated as a “qualified residential rental project” within the meaning of Section142(d) of the Code, on a continuous basis during the longer of the Qualified Project Period (as defined in the Regulatory Agreement) or any period during which any portion of the Tax-Exempt Governmental Lender Note remains outstanding, to the end that the interest on the Tax-Exempt Governmental Lender Note shall be excluded from gross income for federal income tax purposes. The Borrower hereby covenants and agrees, continuously during the Qualified Project Period, to comply with all the provisions of the Regulatory Agreement. (h)Information Reporting Requirements. The Borrower will comply with the information reporting requirements of Section149(e)(2) of the Code requiring certain information regarding the Tax-Exempt Governmental Lender Note to be filed with the Internal Revenue Service within prescribed time limits. (i)Funding Loan Not a Hedge Bond. The Borrower covenants and agrees that not more than 50% of the proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt 2016-03-08 Agenda Packet Page 497 52 Governmental Lender Notewill be invested in Nonpurpose Investments having a substantially guaranteed Yield for four years or more within the meaning of Section149(f)(3)(A)(ii) of the Code, and the Borrower reasonably expects that at least 85% of the spendable proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Notewill be used to carry out the governmental purposes of the Funding Loan within the three-year period beginning on the Closing Date. (j)Termination of Restrictions. Although the parties hereto recognize that, subject to the provisions of the Regulatory Agreement, the provisions of this Borrower Loan Agreement shall terminate in accordance with Section10.14 hereof, the parties hereto recognize that pursuant to the Regulatory Agreement, certain requirements, including the requirements incorporated by reference in this Section, may continue in effect beyond the term hereof. (k)Public Approval. The Borrower covenants and agrees that the proceeds of the Funding Loan will not be used by Borrower in a manner that deviates in any substantial degree from the Project described in the written notice of a public hearing regarding the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note. (l)40/60 Test Election. The Borrower and the Governmental Lender hereby elect to apply the requirements of Section142(d)(1)(B) to the Project. The Borrower hereby represents, covenants and agrees, continuously during the Qualified Project Period, to comply with all the provisions of the Regulatory Agreement. (m)Modification of Tax Covenants. Subsequent to the origination of the Funding Loan and prior to its payment in full (or provision for the payment thereof having been made in accordance with the provisions of the Funding Loan Agreement), this Section5.34 hereof may not be amended, changed, modified, altered or terminated except as permitted herein and by the Funding Loan Agreement and with the Written Consent of the Governmental Lender and the Funding Lender. Anything contained in this Borrower Loan Agreement or the Funding Loan Agreement to the contrary notwithstanding, the Governmental Lender, the FundingLender and the Borrower hereby agree to amend this Borrower Loan Agreement and, if appropriate, the Funding Loan Agreement and the Regulatory Agreement, to the extent required, in the opinion of Tax Counsel, in order for interest on the Tax-Exempt Governmental Lender Note to remain excludable from gross income for federal income tax purposes. The party requesting such amendment, which may include the Funding Lender, shall notify the other parties to this Borrower Loan Agreement of the proposed amendment and send a copy of such requested amendment to Tax Counsel. After review of such proposed amendment, Tax Counsel shall render to the Funding Lender and the Governmental Lender an opinion as to the effect of such proposed amendment upon the includability ofinterest on the Tax- Exempt Governmental Lender Note in the gross income of the recipient thereof for federal income tax purposes. The Borrower shall pay all necessary fees and expenses incurred with respect to such amendment. The Borrower, the Governmental Lender and, where applicable, the Funding Lender per written instructions from the Governmental Lender shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including without limitation, an amendment to the Regulatory Agreement, with a file-stamped copy to the Funding Lender, necessary to effectuate the intent of this Section5.34, and the Borrower and the Governmental Lender hereby appoint the Funding Lender as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the Governmental Lender, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Tax Counsel) if either the Borrower or the Governmental Lender defaults in the performance of its 2016-03-08 Agenda Packet Page 498 53 obligation under this Section5.34; provided, however, that the Funding Lender shall take no action under this Section5.34 without first notifying the Borrower or the Governmental Lender, as is applicable, of its intention to take such action and providing the Borrower or the Governmental Lender, as is applicable, a reasonable opportunity to comply with the requirements of this Section5.34. The Borrower irrevocably authorizes and directs the Funding Lender and any other agent designated by the Governmental Lender to make payment of such amounts from funds of the Borrower, if any, held by the Funding Lender, or any agent of the Governmental Lender or the Funding Lender. The Borrower further covenants and agrees that, pursuant to the requirements of Treasury Regulation Section1.148-1(b), it (or any related person contemplated by such regulations) will not purchase interests in the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Noteor the Tax-Exempt Governmental Lender Note in an amount related to the amount of the Borrower Loan. Section 5.35.Payment of Rebate. (a)Arbitrage Rebate. The Borrower agrees to take all steps necessary to compute and pay any rebatable arbitrage relating to the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Noteor the Tax-Exempt Governmental Lender Note in accordance with Section148(f) of the Code including: (i)Delivery of Documents and Money on Computation Dates. The Borrower will deliver to the Fiscal Agent, with a copy to the Funding Lender, within 55 days after each Computation Date: (A)with a copy to the Governmental Lender, a statement, signed by the Borrower, stating the Rebate Amount as of such Computation Date; (B)ifsuch Computation Date is an Installment Computation Date, an amount that, together with any amount then held for the credit of the Rebate Fund, is equal to at least 90% of the Rebate Amount as of such Installment Computation Date, less any “previous rebate payments” made to the United States (as that term is used in Section1.148-3(f)(1) of the Regulations), or (2)if such Computation Date is the final Computation Date, an amount that, together with any amount then held for the credit of the Rebate Fund, is equal to the Rebate Amount as of such final Computation Date, less any “previous rebate payments” made to the United States (as that term is used in Section1.148-3(f)(1) of the Regulations); and (C)with a copy to the Governmental Lender, an Internal Revenue Service Form 8038-T properly signed and completed as of such Computation Date. (ii)Correction of Underpayments. If the Borrower shall discover or be notified as of any date that any payment paid to the United States Treasury pursuant to this Section5.35 ofan amount described in Section5.35(a)(i)(A) or (B) above shall have failed to satisfy any requirement of Section1.148-3 of the Regulations (whether or not such failure shall be due to any default by the Borrower, the Governmental Lender or the Funding Lender), the Borrower shall (1)pay to the Fiscal Agent (for deposit to the Rebate Fund) and cause the Fiscal Agent to pay to the United States Treasury from the Rebate Fund the underpayment of the Rebate Amount, together with any penalty and/or interest due, as specified in Section1.148-3(h) of the Regulations, within 175 days after any 2016-03-08 Agenda Packet Page 499 54 discovery or notice and (2)deliver to the Fiscal Agent an Internal Revenue Service Form 8038-T completed as of such date. If such underpayment of the Rebate Amount, together with any penalty and/or interest due, is not paid to the United States Treasury in the amount and manner and by the time specified in the Regulations, the Borrower shall take such steps as are necessary to prevent the Tax-Exempt Governmental Lender Note from becoming an arbitrage bond within the meaning of Section148 of the Code. (iii)Records. The Borrower shall retain all of its accounting records relating to the funds established under this Borrower Loan Agreement and all calculations made in preparing the statements described in this Section5.35 for at least six years after the later of the final maturity of the Governmental Lender Notesor the date the Funding Loan is retired in full. (iv)Costs. The Borrower agrees to pay all of the fees and expenses of a nationally recognized Tax Counsel, the Rebate Analyst a certified public accountant and any other necessary consultant employed by the Borrower or the Funding Lender in connection with computing the Rebate Amount. (v)No Diversion of Rebatable Arbitrage. The Borrower will not indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the Gross Proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Notewhich is not purchased at Fair Market Value or includes terms that the Borrower would not have included ifsuch portion ofthe Funding Loan were not subject to Section148(f) of the Code. (vi)Modification of Requirements. If at any time during the term of this Borrower Loan Agreement, the Governmental Lender, the Funding Lender or the Borrower desires to take any action which would otherwise be prohibited by the terms of this Section5.35, such Person shall be permitted to take such action if it shall first obtain and provide to the other Persons named herein a Tax Counsel No Adverse Effect Opinion (as defined in the Funding Loan Agreement) with respect to such action. (b)Rebate Fund. The Borrower acknowledges that the Fiscal Agent shall establish and hold a separate fund designated as the “Rebate Fund” under the Funding Loan Agreement and deposit or transfer to the credit of the Rebate Fund each amount delivered to the Fiscal Agent by the Borrower for deposit thereto and each amount directed by the Borrower to be transferred thereto, as further described in Section7.8 of the Funding Loan Agreement. Section 5.36.Covenants under Funding Loan Agreement. The Borrower will fully and faithfully perform all the duties and obligations which the Governmental Lender has covenanted and agreed in the Funding Loan Agreement to cause the Borrower to perform and any duties and obligations which the Borrower is required in the Funding Loan Agreement to perform. The foregoing will not apply to any duty or undertaking of the Governmental Lender that by its nature cannot be delegated or assigned. Section 5.37.Continuing Disclosure Agreement. The Borrower and the Funding Lender shall enter into the Continuing Disclosure Agreement to provide for the continuing disclosure of information about the Funding Loan, the Borrower and other matters as specifically provided for in such agreement. 2016-03-08 Agenda Packet Page 500 55 ARTICLE VI NEGATIVE COVENANTS Borrower hereby covenants and agrees as follows, which covenants shall remain in effect so long as any Borrower Payment Obligation or other obligation of Borrower under any of the other Borrower Loan Documents or the Funding Loan Documents remains outstanding or unperformed. Borrower covenants and agrees that it will not, directly or indirectly: Section 6.1.Management Agreement. Without first obtaining the Funding Lender’s prior Written Consent, enter into the Management Agreement, and thereafter the Borrower shall not, without the Funding Lender’s prior Written Consent (whichconsent shall not be unreasonably withheld) and subject to the Regulatory Agreement: (i)surrender, terminate or cancel the Management Agreement or otherwise replace the Manager or enter into any other management agreement; (ii)reduce or consent to the reduction of the term of the Management Agreement; (iii)increase or consent to the increase of the amount of any charges under the Management Agreement; (iv)otherwise modify, change, supplement, alter or amend in any material respect, or waive or releasein any material respect any of its rights and remedies under, the Management Agreement; or (v)suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement). Section 6.2.Dissolution. Dissolve or liquidate, in whole or in part, merge with or consolidate into another Person. Section 6.3.Change in Business or Operation of Property. Enter into any line of business other than the ownership and operation of the Project, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business and activities incidental or related thereto or otherwise cease to operate the Project as a multi-family property or terminate such business for any reason whatsoever (other than temporary cessation in connection with construction or rehabilitation, as appropriate, of the Project). Section 6.4.Debt Cancellation. Cancel or otherwise forgive or release any claim or debt owed to the Borrower by a Person, except for adequate consideration or in the ordinary course of the Borrower’s business in its reasonable judgment. Section 6.5.Assets. Purchase or own any real property or personal property incidental thereto other than the Project. Section 6.6.Transfers. Make, suffer or permit the occurrence of any Transfer other than a transfer permitted under theSecurity Instrument and Section10 of the Regulatory Agreement, nor transfer any material License required for the operation of the Project. Section 6.7.Debt. Other than as expressly approved in writing by the Funding Lender, create, incur or assume any indebtednessfor borrowed money (including subordinate debt) whether unsecured or secured by all or any portion of the Project or interest therein or in the Borrower or any partner thereof (including subordinate debt) other than (i)the Borrower Payment Obligations, (ii)the 2016-03-08 Agenda Packet Page 501 56 Subordinate Debt, (iii)secured indebtedness incurred pursuant to or permitted by the Borrower Loan Documents and the Funding Loan Documents, (iv)trade payables incurred in the ordinary course of business and (v)deferred developer fees. Section 6.8.Assignment of Rights. Without the Funding Lender’s prior Written Consent, attempt to assign the Borrower’s rights or interest under any Borrower Loan Document or Funding Loan Document in contravention of any Borrower Loan Document or Funding Loan Document. Section 6.9.Principal Place of Business. Change its principal place of business without providing 30 days’ prior Written Notice of the change to the Funding Lender and the Servicer. Section 6.10.Partnership Agreement. Without the Funding Lender’s prior Written Consent (which consent shall not be unreasonably withheld) surrender, terminate, cancel, modify, change, supplement, alter or amend in any material respect, or waive or release in any material respect (except as allowed by the Security Instrument), any of its rights or remedies under the Partnership Agreement; provided, however, the consent of Funding Lender is not required for an amendment of the Partnership Agreement resulting solely from the “Permitted Transfer” of partnership interests of Borrower as defined in and permitted bythe Security Instrument. Section 6.11.ERISA. Maintain, sponsor, contribute to or become obligated to contribute to, or suffer or permit any ERISA Affiliate of the Borrower to, maintain, sponsor, contribute to or become obligated to contribute to, any Plan, or permit the assets of the Borrower to become “plan assets,” whether by operation of law or under regulations promulgated under ERISA. Section 6.12.No Hedging Arrangements. Without the prior Written Consent of the Funding Lender or unless otherwise required by this Borrower Loan Agreement, the Borrower will not enter into or guarantee, provide security for or otherwise undertake any form of contractual obligation with respect to any interest rate swap, interest rate cap or other arrangement that has the effect of an interest rate swap or interest rate cap or that otherwise (directly or indirectly, derivatively or synthetically) hedges interest rate risk associated with being a debtor of variable rate debt or any agreement or other arrangement to enter into any of the above on a future date or after the occurrence of one or more events in the future. Section 6.13.Loans and Investments; Distributions; Related Party Payments. (a)Without the prior Written Consent of Funding Lender in each instance, Borrower shall not (i)lend money, make investments, or extend credit, other than in the ordinary course of its business as presently conducted; or (ii)repurchase, redeem or otherwise acquire any interest in Borrower, any Affiliate or any other Person owning an interest, directly or indirectly, in Borrower, or make any distribution, in cash or in kind, in respect of interests in Borrower, any Affiliate or any other Person owning an interest, directly or indirectly, in Borrower (except to the extent permitted by the Security Instrument and subject to the limitations set forth in Section5.27 hereof). (b)Disbursements for fees and expenses of any Affiliate of Borrower and developer fees (however characterized) will only be paid to the extent that such fee or expense bears a proportionate relationship to the percentage of completion of the construction or rehabilitation, as the case may be, of the Improvements, as determined by the Construction Consultant, and only after deducting the applicable Retainage. Except as otherwise permitted hereunder or by the FundingLender, no 2016-03-08 Agenda Packet Page 502 57 Disbursements for the Developer Fee or any “deferred developer fees” shall be made prior to the Conversion Date. Section 6.14.Amendment of Related Documents or CC&R’s. Without the prior Written Consent of Funding Lender in each instance, except as providedherein, Borrower shall not enter into or consent to any amendment, termination, modification, or other alteration of any of the Related Documents or any of the CC&R’s (including, without limitation, those contained in the Borrower Loan Agreement, any Architect’s Agreement or Engineer’s Contract, any Construction Contract, and any Management Agreement, but excluding the Partnership Agreement, which is covered by Section6.10), or any assignment, transfer, pledge or hypothecation of any of its rights thereunder, if any. Section 6.15.Personal Property. Borrower shall not install materials, personal property, equipment or fixtures subject to any security agreement or other agreement or contract wherein the right is reserved to any Person other than Borrower to remove or repossess any such materials, equipment or fixtures, or whereby title to any of the same is not completely vested in Borrower at the time of installation, without Funding Lender’s prior Written Consent; provided, however, that this Section6.15 shall not apply to laundry equipment or other equipment that is owned by a third-party vendor and commercial tenants. Section 6.16.Fiscal Year. Without Funding Lender’s Written Consent, which shall not be unreasonably withheld, neither Borrower nor General Partner shall change thetimes of commencement or termination of its fiscal year or other accounting periods, or change its methods of accounting, other than to conform to GAAP. Section 6.17.Publicity. Neither Borrower nor General Partner shall issue any publicity release or other communication to any print, broadcast or on-line media, post any sign or in any other way identify Funding Lender or any of its Affiliates as the source of the financing provided for herein, without the prior written approval of Funding Lender in each instance (provided that nothing herein shall prevent Borrower or General Partner from identifying Funding Lender or its Affiliates as the source of such financing to the extent that Borrower or General Partner are required to do so by disclosure requirements applicable to publicly held companies). Borrower and General Partner agree that no sign shall be posted on the Project in connection with the construction or rehabilitation of the Improvements unless such sign identifies Citigroup and its affiliates as thesource of the financing provided for herein or Funding Lender consents to not being identified on any such sign. Section 6.18.Subordinate Loan Documents. Without Funding Lender’s prior written consent, Borrower will not surrender, terminate, cancel, modify, change, supplement, alter, amend, waive, release, assign, transfer, pledge or hypothecate any of its rights or remedies under the Subordinate Loan Documents. ARTICLE VII RESERVED 2016-03-08 Agenda Packet Page 503 58 ARTICLE VIII DEFAULTS Section 8.1.Events of Default. Each of the following events shall constitute an “Event of Default” under the Borrower Loan Agreement: (a)failure by the Borrower to pay any Borrower Loan Payment in the manner and on the date such payment is due in accordance with the terms and provisions of one or both of the Borrower Notes, or the failure by the Borrower to pay any Additional Borrower Payment on the date such payment is due in accordance with the terms and provisions ofone or both ofthe Borrower Notes, the Security Instrument, this Borrower Loan Agreement or any other Borrower Loan Document; (b)failure by or on behalf of the Borrower to pay when due any amount (other than as provided in subsection (a) above or elsewhere in this Section8.1) required to be paid by the Borrower under this Borrower Loan Agreement, one or both of the Borrower Notes, the Security Instrument or any of the other Borrower Loan Documents or Funding Loan Documents, including a failure to repay any amounts that have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings, which default remains uncured for a period of five (5) days after Written Notice thereof shall have been given to the Borrower; (c)an Event of Default, as defined in the Borrower Note, the Security Instrument or any other BorrowerLoan Document, occurs (or to the extent an “Event of Default” is not defined in any other Borrower Loan Document, any default or breach by the Borrower or any Guarantor of its obligations, covenants, representations or warranties under such Borrower Loan Document occurs and any applicable notice and/or cure period has expired); (d)any representation or warranty made by any of the Borrower, the Guarantor or the General Partner in any Borrower Loan Document or Funding Loan Document to which it is a party, or inany report, certificate, financial statement or other instrument, agreement or document furnished by the Borrower, the Guarantor or the General Partner in connection with any Borrower Loan Document or Funding Loan Document, shall be false or misleading inany material respect as of the Closing Date; (e)the Borrower shall make a general assignment for the benefit of creditors, or shall generally not be paying its debts as they become due; (f)the Borrower Controlling Entity shall make a general assignment for the benefit of creditors, shall generally not be paying its debts as they become due, or an Act of Bankruptcy with respect to the Borrower Controlling Entity shall occur, unless in all cases the Borrower Controlling Entity is replaced with a substitute Borrower Controlling Entity that satisfies the requirements of Section21 of the Security Instrument; which, in the case of a nonprofit Borrower Controlling Entity, may be replaced within sixty (60) days of such event with another nonprofit Borrower Controlling Entity acceptable to the Funding Lender, in which case no Event of Default shall be deemed to have occurred; (g)any portion of Borrower Deferred Equity to be made by Equity Investor and required for (i)completion of the construction of the Improvements, (ii)the satisfaction of the Conditions of 2016-03-08 Agenda Packet Page 504 59 Conversion or (iii)the operation of the Improvements, is not received in accordance with the Partnership Agreement (and subject to the terms and conditions set forth therein) after the expiration of all applicable notice and cure periods; and Borrower fails to deposit with or pay to Funding Lender the amount of the unfunded Borrower Deferred Equity in order to maintain the Project “in balance” in accordance with the Construction Funding Agreement; (h)the failure by Borrower or any ERISA Affiliate of Borrower to comply in all respects with ERISA, or the occurrence of any other event (with respect to the failure of Borrower or any ERISA Affiliate to pay any amount required to be paid under ERISA or with respect to the termination of, or withdrawal of Borrower or any ERISA Affiliate from, any employee benefit or welfare plan subject to ERISA) the effect of which is to impose upon Borrower (after giving effect to the tax consequences thereof) for the payment of any amount in excess of Fifty Thousand Dollars ($50,000); (i)a Bankruptcy Event shall occur with respect to Borrower, any General Partner or Guarantor, or there shall be a change in the assets, liabilities or financial position of any such Person which has a material adverseeffect upon the ability of such Person to perform such Person’s obligations under this Borrower Loan Agreement, any other Borrower Loan Document or any Related Document, provided that any such Bankruptcy Event with respect to a Guarantor shall not constitute an Event of Default: (i)if such Bankruptcy Event occurs on or after the date upon which the Guaranty terminates in accordance with its terms (or the date upon which all of the Guaranties have terminated in accordance with their terms, if more than one Guaranty was executed by such Guarantor), or (ii)if such Bankruptcy Event occurs prior to the date upon which the Guaranty terminates in accordance with its terms (or the date upon which all of the Guaranties have terminated in accordance with their terms, if more than one Guaranty was executed by such Guarantor) and the Borrower replaces such Guarantor with a person or entity satisfying the Funding Lender’s mortgage credit standards for principals and acceptable to the Funding Lender in its sole and absolute discretion within thirty (30) days after notice thereof from the Funding Lender, and provided further that any such Bankruptcy Event with respect to the Managing General Partner shall not constitute an Event of Default if the Managing General Partneris replaced with a substitute non-profit managing general partner that satisfies the requirements of Section 21 of the Security Instrument and is acceptable to Funding Lender in its sole and absolute discretion within thirty (30) days after notice thereoffrom Funding Lender; (j)all or any part of the property of Borrower is attached, levied upon or otherwise seized by legal process, and such attachment, levy or seizure is not quashed, stayed or released: (i)prior to completion of the construction or rehabilitation, as the case may be, of the Improvements, within ten (10) days of the date thereof or (ii)after completion of the construction or rehabilitation, as the case may be, of the Improvements, within thirty (30) days of the date thereof; (k)subject to Section10.16 hereof, Borrower fails to pay when due any monetary obligation (other than pursuant to this Borrower Loan Agreement) to any Person in excess of $100,000, and such failure continues beyond the expiration of any applicable cure or grace periods; (l)any material litigation or proceeding is commenced before any Governmental Authority against or affecting Borrower, any General Partner or Guarantor, or property of Borrower, any General Partner or Guarantor, or any part thereof, and such litigation or proceeding is not defended diligently and in good faith by Borrower, any General Partner or Guarantor, as applicable, provided that any such material litigation or proceeding against a Guarantor shall not constitute an 2016-03-08 Agenda Packet Page 505 60 Event of Default: (i)if such material litigation is commenced on or after the date upon which the Guaranty terminates in accordance with its terms (or the date upon which all of the Guaranties have terminated in accordance with their terms, if more than one Guaranty was executed by such Guarantor), or (ii)if such material litigation or proceeding is commenced prior to the date upon which the Guaranty terminates in accordance with its terms (or the date upon which all of the Guaranties have terminated in accordance with their terms, if more thanone Guaranty was executed by such Guarantor) and the Borrower replaces such Guarantor with a person or entity satisfying the Funding Lender’s mortgage credit standards for principals and acceptable to the Funding Lender in its sole and absolute discretionwithin thirty (30) days after notice thereof from the Funding Lender, and provided further that any such material litigation or proceeding against the Managing General Partner shall not constitute an Event of Default if the Managing General Partner is replaced with a substitute non-profit managing general partner that satisfies the requirements of Section 21 of the Security Instrument and is acceptable to Funding Lender in its sole and absolute discretion within thirty (30) days after notice thereof from Funding Lender; (m)a final judgment or decree for monetary damages in excess of $50,000 or a monetary fine or penalty (not subject to appeal or as to which the time for appeal has expired) is entered against Borrower, any General Partner or Guarantor by any Governmental Authority, and such judgment, decree, fine or penalty is not paid and discharged, bondedor stayed (i)prior to completion of the construction or rehabilitation, as the case may be, of the Improvements, within ten (10) days after entry thereof or (ii)after completion of the construction or rehabilitation, as the case may be, of the Improvements, within thirty (30) days after entry thereof (or such longer period as may be permitted for payment by the terms of such judgment, fine or penalty) , provided that any such judgment, decree, fine or penalty against a Guarantor shall not constitute an Event of Default: (i)if such judgment, decree, fine or penalty is entered on or after the date upon which the Guaranty terminates in accordance with its terms (or the date upon which all of the Guaranties have terminated in accordance with their terms, if more than one Guaranty was executed by such Guarantor), or (ii)if such judgment, decree, fine or penalty is entered prior to the date upon which the Guaranty terminates in accordance with its terms (or the date upon which all of the Guaranties have terminated in accordance with their terms, if more than one Guaranty was executed by such Guarantor) and the Borrower replaces such Guarantor with a person or entity satisfying the Funding Lender’s mortgage credit standards for principals and acceptable to the Funding Lender in its sole and absolute discretion within thirty (30) days after notice thereof from the Funding Lender, and provided further that any such judgment, decree, fine or penalty against the managing general partner shall not constitute an Event of Default if the managing general partner is replaced with a substitute non-profit managing general partner that satisfies the requirements of Section 21 of the Security Instrument and is acceptable to Funding Lender in its sole and absolute discretion within thirty (30) days after notice thereof from Funding Lender; (n)a final, un-appealable and uninsured money judgment or judgments, in favor of any Person other than a Governmental Authority, in the aggregate sum of $50,000 or more shall be rendered against Borrower, any General Partner or Guarantor, or against any of their respective assets, that is not paid, superseded, bondedor stayed (i)prior to completion of the construction of the Improvements, within ten (10) days after entry thereof or (ii)after completion of the construction of the Improvements, within thirty (30) days after entry thereof (or such longer period as may be permitted for payment by the terms of such judgment); or any levy of execution, writ or warrant of attachment, or similar process, is entered or filed against Borrower, any General Partner or Guarantor, or against any of their respective assets (that is likely to have a material adverse effect upon the ability of Borrower, any General Partner or Guarantor to perform their respective 2016-03-08 Agenda Packet Page 506 61 obligations under this Borrower Loan Agreement, any other Borrower Loan Document or any Related Document), and such judgment, writ, warrant or process shall remain unsatisfied, unsettled, unvacated, unhanded and unstayed (i)prior to completion of the construction or rehabilitation, as the case may be, of the Improvements, for a period of ten (10) days or (ii)after completion of the construction of the Improvements, for a period of thirty (30) days, or in any event later than five (5) Business Days prior to the date of any proposed sale thereunder, provided that any such judgment, levy, writ, warrant, attachment or similar process against a Guarantor shall not constitute an Event of Default: (i)if such judgment, levy, writ, warrant, attachment or similar process is entered on or after the date upon which the Guaranty terminates in accordance with its terms (or the date upon which all of the Guaranties have terminated in accordance with their terms, if more than one Guaranty was executed by such Guarantor), or (ii)if such judgment, levy, writ, warrant, attachment or similar process is entered prior to the date upon which the Guaranty terminates in accordancewith its terms (or the date upon which all of the Guaranties have terminated in accordance with their terms, if more than one Guaranty was executed by such Guarantor) and the Borrower replaces such Guarantor with a person or entity satisfying the Funding Lender’s mortgage credit standards for principals and acceptable to the Funding Lender in its sole and absolute discretion within thirty (30) days after notice thereof from the Funding Lender, and provided further that any such judgment, levy, writ, warrant, attachment or similar process against the managing general partner shall not constitute an Event of Default if the managing general partner is replaced with a substitute non-profit managing general partner that satisfies the requirements of Section 21 of the Security Instrument and is acceptable to Funding Lender in its sole and absolute discretion within thirty (30) days after notice thereof from Funding Lender; (o)the inability of Borrower to satisfy any condition for the receipt of a Disbursement hereunder (other than an Event of Default specifically addressed in this Section8.1) and failure to resolve the situation to the satisfaction of Funding Lender for a period in excess of thirty (30) days after Written Notice from Funding Lender unless (i)such inability shall have been caused by conditions beyond the control of Borrower, including, without limitation, acts of God or the elements, fire, strikes and disruption of shipping; (ii)Borrower shall have made adequate provision, acceptable to Funding Lender, for the protection of materials stored on-site or off-site and for the protection of the Improvements to the extent then constructed against deterioration and against other loss or damage or theft; (iii)Borrower shall furnish to Funding Lender satisfactory evidence that such cessation of construction will not adversely affect or interfere with the rights of Borrower under labor and materials contracts or subcontracts relating to the construction or operation of the Improvements; and (iv)Borrower shall furnish to Funding Lender satisfactory evidence that the completion of the construction of the Improvements can be accomplished by the Completion Date; (p)the construction of the Improvements is abandoned or halted prior to completion for any period of thirty(30) consecutive days, provided that such cessation of construction shall not constitute an Event of Default if (i) such cessation of construction shall have been caused by conditions beyond the control of Borrower, including, without limitation, acts of God or the elements, acts of terrorism, acts of war, fire, strikes and disruption of shipping, Borrower notifies Funding Lender of such condition in writing within 15 days, and such cessation does not exceed an aggregate period of sixty (60) consecutive days; (ii) Borrower shall have made adequate provision, acceptable to Funding Lender, for the protection of materials stored on-site or off-site and for the protection of the Improvements to the extent then constructed against deterioration and against other loss or damage or theft; (iii) Borrower shall furnish to Funding Lender satisfactory evidence that such cessation of construction will not adversely affect or interfere with the rights of Borrower under labor and materials contracts or subcontracts relating to the construction or operation of the Improvements; 2016-03-08 Agenda Packet Page 507 62 and (iv) Borrower shall furnish to Funding Lender satisfactory evidence that the completion of the construction; (q)Borrower shall fail to keep in force and effect any material permit, license, consent or approval required under this Borrower Loan Agreement, or any Governmental Authority with jurisdiction over the Mortgaged Property or the Project orders or requires that construction of the Improvements be stopped, in whole or in part, or that any required approval, license or permit be withdrawn or suspended, and the order, requirement, withdrawal or suspension remains in effect for a period of thirty (30) days; (r)failure by the Borrower to Substantially Complete the construction of the Improvements in accordance with this Borrower Loan Agreement on or prior to the Substantial Completion Date; (s)failure by Borrower to complete the construction of the Improvements in accordance with this Borrower Loan Agreement on or prior to the Completion Date; (t)failure by Borrower to satisfy the Conditions to Conversion on or before the Outside Conversion Date or the Extended Outside Conversion Date, if applicable; (u)failure by any Subordinate Lender to disburse the proceeds of its Subordinate Loan in approximately such amountsand at approximately such times as set forth in the Cost Breakdown and in the Subordinate Loan Documents; (v)an “Event of Default” or “Default” (as defined in the applicable agreement) shall occur under any of the Subordinate Loan Documents, after the expiration of all applicable notice and cure periods; or (w)Borrower fails to obtain all grading, foundation, building and all other construction permits, licenses and authorizations from all applicable Government Authorities or third parties necessary for the completion of the construction or rehabilitation, as the case may be, of the Improvements, and the operation of, and access to, the Project, prior to the commencement of any work for which such permit, license or authorization is required; or (x)any failure by the Borrower to perform or comply with any of its obligations under this Borrower Loan Agreement (other than those specified in this Section9.1), as and when required, that continues for a period of thirty (30) days after written notice of such failure by Funding Lender or the Servicer on its behalf to the Borrower (with a copy to the limited partner of the Borrower); provided, however, if such failure is susceptible of cure but cannot reasonably be cured within such thirty (30) day period, and the Borrower shall have commenced to cure such failure within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for an additional period of time as is reasonably necessary for the Borrower in the exercise of due diligence to cure such failure, such additional period not to exceed sixty (60) days. However, no such notice or grace period shall apply to the extent such failure could, in the Funding Lender’s judgment, absent immediate exercise by the Funding Lender of a right or remedy under this Borrower Loan Agreement, result in harm to the Funding Lender, impairment of the Borrower Note or this Borrower Loan Agreement or any security given under any other Borrower Loan Document. 2016-03-08 Agenda Packet Page 508 63 Section 8.2.Remedies. Section 8.2.1Acceleration. Upon the occurrence of an Event of Default (other than an Event of Default described in paragraph (e), (f) or (i) of Section8.1) and at any time and from time to time thereafter, as long as such Event of Default continues to exist, in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equity, theFunding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Note to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph (e), (f) or (i) of Section8.1, the Borrower Payment Obligations shall become immediately due and payable, without notice or demand, and the Borrower hereby expressly waives any such notice or demand, anything contained in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled by the Funding Lender. Section 8.2.2Remedies Cumulative. Upon the occurrence of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to the Funding Lender against the Borrower under the Borrower Loan Documents or at law or in equity may be exercised by the Funding Lender or the Fiscal Agent, at any time and from time to time, whether or not all or any of the Borrower Payment Obligations shall be declared due and payable, and whether or not the Funding Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Borrower Loan Documents. Any such actions taken by the Funding Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Funding Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of the Funding Lender permitted by law, equity or contract or as set forth in the Borrower LoanDocuments. Without limiting the generality of the foregoing, the Borrower agrees that if an Event of Default is continuing, all Liens and other rights, remedies or privileges provided to the Funding Lender shall remain in full force and effect until theyhave exhausted all of its remedies, the Security Instrument has been foreclosed, the Project has been sold and/or otherwise realized upon satisfaction of the Borrower Payment Obligations or the Borrower Payment Obligations has been paid in full. To the extent permitted by applicable law, nothing contained in any Borrower Loan Document shall be construed as requiring the Funding Lender to resort to any portion of the Project for the satisfaction of any of the Borrower Payment Obligations in preference or priority to any other portion, and the Funding Lender may seek satisfaction out of the entire Project or any part thereof, in its absolute discretion. Notwithstanding any provision herein to the contrary, the Governmental Lender, the Fiscal Agent and the Funding Lender agree that any cure of any default made or tendered by the Equity Investor shall be deemed to be a cure by the Borrower and shall be accepted or rejected on the same basis as if made or tendered by the Borrower. Section 8.2.3Delay. No delay or omission toexercise any remedy, right, power accruing upon an Event of Default, or the granting of any indulgence or compromise by the Funding Lender or 2016-03-08 Agenda Packet Page 509 64 the Fiscal Agent shall impair any such remedy, right or power hereunder or be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Potential Default or Event of Default shall not be construed to be a waiver of any subsequent Potential Default or Event of Defaultor to impair any remedy, right or power consequent thereon. Notwithstanding any other provision of this Borrower Loan Agreement, the Funding Lender and the Fiscal Agent reserve the right to seek a deficiency judgment or preserve a deficiency claim, in connection with the foreclosure of the Security Instrument to the extent necessary to foreclose on the Project, the Rents, the funds or any other collateral. Section 8.2.4Set Off; Waiver of Set Off. Upon the occurrence of an Event of Default, Funding Lender may, at any time and from time to time, without notice to Borrower or any other Person (any such notice being expressly waived), set off and appropriate and apply (against and on account of any obligations and liabilities of the Borrower to the Funding Lender or the Fiscal Agent arising under or connected with this Borrower Loan Agreement and the other the Borrower Loan Documents and the Funding Loan Documents, irrespective of whether or not the Funding Lender shall have made any demand therefor, and although such obligations and liabilities may be contingent or unmatured), and the Borrower hereby grants to the Funding Lender, as security for the Borrower Payment Obligations, a security interest in, any and all deposits (general or special, including but not limited to Debt evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Debt at any time held or owing by the Funding Lender to or for the credit or the account of the Borrower. Section 8.2.5Assumption of Obligations. In the event that the Funding Lender or its assignee or designee shall become the legal or beneficial owner of the Project by foreclosure or deed in lieu of foreclosure, such party shall succeed to the rights and the obligations of the Borrower under this Borrower Loan Agreement, the Borrower Notes, the Regulatory Agreement, and any other the Borrower Loan Documents and Funding Loan 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. Section 8.2.6Accounts Receivable. Upon the occurrence of an Event of Default, Funding Lender shall have the right,to the extent permitted by law, to impound and take possession of books, records, notes and other documents evidencing Borrower’s accounts, accounts receivable and other claims for payment of money, arising in connection with the Project, and to make direct collections on such accounts, accounts receivable and claims for the benefit of Funding Lender. Section 8.2.7Defaults under Other Documents. Funding Lender shall have the right to cure any default under any of the Related Documents and the Subordinate Loan Documents, but shall have no obligation to do so. Section 8.2.8Abatement of Disbursements. Notwithstanding any provision to the contrary herein or any of the other Borrower Loan Documents or the Funding Loan Documents, Funding Lender’s obligation to make further Disbursementsshall abate (i)during the continuance of any Potential Default, (ii)after any disclosure to Funding Lender of any fact or circumstance that, absent such disclosure, would cause any representation or warranty of Borrower to fail to be true and correct inall material respects, unless and until Funding Lender elects to permit further Disbursements notwithstanding such event or circumstance; and (iii)upon the occurrence of any Event of Default. 2016-03-08 Agenda Packet Page 510 65 Section 8.2.9Completion of Improvements. Upon the occurrence of any Event of Default, Funding Lender shall have the right to cause an independent contractor selected by Funding Lender to enter into possession of the Project and to perform any and all work and labor necessary for the completion of the Project substantially in accordance with the Plans and Specifications, if any, and to perform Borrower’s obligations under this Borrower Loan Agreement. All sums expended by Funding Lender for such purposes shall be deemed to have been disbursed to and borrowed by Borrower and shallbe secured by the Security Documents. Section 8.2.10Right to Directly Enforce. Notwithstanding any other provision hereof to the contrary, the Funding Lender shall have the right to directly enforce all rights and remedies hereunder with or without involvement of the Governmental Lender or the Fiscal Agent, provided that only the Governmental Lender may enforce the Unassigned Rights. In the event that any of the provisions set forth in this Section8.2.10 are inconsistent with the covenants, terms and conditions of the Security Instrument, the covenants, terms and conditions of the Security Instrument shall prevail. Section 8.2.11Power of Attorney. Effective upon the occurrence of an Event of Default, and continuing until and unless such Event of Default is cured or waived, Borrower hereby constitutes and appoints Funding Lender, or an independent contractor selected by Funding Lender, as its true and lawful attorney-in-fact with full power of substitution, for the purposes of completion of the Project and performance of Borrower’s obligations under this Borrower Loan Agreement in the name of Borrower, and hereby empowers said attorney-in-fact to do any or all of the following upon the occurrence and continuation of an Event of Default (it being understood and agreed that said power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked until full payment and performance of all obligations under this Borrower Loan Agreement and the other Borrower Loan Documents and the Funding Loan Documents): (a)to use any of the funds of Borrower or General Partner, including any balance of the Borrower Loan, as applicable, and any funds which may be held by Funding Lender for Borrower (including all funds in all deposit accounts in which Borrower has granted to Funding Lender a security interest), for the purpose of effecting completion of the construction of the Improvements, in the manner called for by the Plans and Specifications; (b)to make such additions, changes and corrections in the Plans and Specifications as shall be necessary or desirable to complete the Project in substantially the manner contemplated by the Plans and Specifications; (c)to employ any contractors, subcontractors, agents, architects and inspectors required for said purposes; (d)to employ attorneys to defend against attempts to interfere with the exercise of power granted hereby; (e)to pay, settle or compromise all existing bills and claims which are or may be liens against the Project, the Improvements or the Project, or may be necessary or desirable for the completion of the construction of the Improvements, or clearance of objections to or encumbrances on title; (f)to execute all applications and certificates in the name of Borrower, which may be required by any other construction contract; 2016-03-08 Agenda Packet Page 511 66 (g)to prosecute anddefend all actions or proceedings in connection with the Project and to take such action, require such performance and do any and every other act as is deemed necessary with respect to the completion of the construction of the Improvements, which Borrowermight do on its own behalf; (h)to let new or additional contracts to the extent not prohibited by their existing contracts; (i)to employ watchmen and erect security fences to protect the Project from injury; and (j)to take such action and require such performance as it deems necessary under any of the bonds or insurance policies to be furnished hereunder, to make settlements and compromises with the sureties or insurers thereunder, and in connection therewith to execute instruments of release and satisfaction. It is the intention of the parties hereto that upon the occurrence and continuance of an Event of Default, rights and remedies may be pursued pursuant to the terms of the Borrower Loan Documents and the Funding Loan Documents. The parties hereto acknowledge that, among the possible outcomes to the pursuit of such remedies, is the situation where the Funding Lender assignees or designees become the owner of the Project and assume the obligations identified above, and the Borrower Notes, the Borrower Loan and the other Borrower Loan Documents and Funding Loan Documents remain outstanding. ARTICLE IX SPECIAL PROVISIONS Section 9.1.Sale of Note and Secondary Market Transaction. Section 9.1.1Cooperation. Subject to the restrictions of Section2.4 of the Funding Loan Agreement, at the Funding Lender’s or the Servicer’s request (to the extent not already required to be provided by the Borrower under this Borrower Loan Agreement), the Borrower shall use reasonable efforts to satisfy the market standards to which the Funding Lender or the Servicer customarily adheres or which may be reasonably required in the marketplace or by the Funding Lender or the Servicer in connection with one or more sales or assignments of all or a portion of the Borrower Loan or participations therein or securitizations of single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or a portion of the Borrower Loan (each such sale, assignment and/or securitization, a “Secondary Market Transaction”); provided that neither the Borrower nor the Governmental Lender shall incur any third party or other out-of-pocket costs and expenses in connection with a Secondary Market Transaction, including the costs associated with the delivery of any Provided Information or any opinion required in connection therewith, and all such costs shall be paid by the Funding Lender or the Servicer, and shall not materially modify Borrower’s rights or obligations. Without limiting the generality of the foregoing, the Borrower shall, so long as the Borrower Loanis still outstanding: (a)(i)provide such financial and other information with respect to the Borrower Loan, and with respect to the Project, the Borrower, the Manager, the contractor of the Project or the Borrower Controlling Entity, (ii)provide financial statements, audited, if available, relating to the Project with customary disclaimers for any forward looking statements or lack of audit, and (iii), at 2016-03-08 Agenda Packet Page 512 67 the expense of the Funding Lender or the Servicer, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Project, as may be reasonably requested from time to time by the Funding Lender or the Servicer or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to the Funding Lender or the Servicer pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to the Funding Lender or the Servicer and the Rating Agencies; (b)make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Project, the Borrower, the Borrower Loan Documents and the Funding Loan Documents reasonably acceptable to the Funding Lender or the Servicer, consistent with the facts covered by such representations and warranties as they exist on the date thereof; and (c)execute such amendments to the Borrower Loan Documents and the Funding Loan Documents to accommodate such Secondary Market Transaction so long as such amendment does not affect the material economic terms of the Borrower Loan Documents and the Funding Loan Documents and is not otherwise adverse to the Borrower in its reasonable discretion. Section 9.1.2Use of Information. The Borrower understands that certain of the Provided Information and the required records may be included in disclosure documents in connection with a Secondary Market Transaction, including a prospectus or private placement memorandum (each, a “Secondary Market Disclosure Document”), or provided or made available to investors or prospective investors in the Securities, the Rating Agencies and service providers or other parties relating to the Secondary Market Transaction. In the event that the Secondary Market Disclosure Document is required to be revised, the Borrower shall cooperate, subject to Section9.1.1(c) hereof, with the Funding Lender and the Servicer in updating the Provided Information or required records for inclusion or summary in the Secondary Market Disclosure Document or for other use reasonably required in connection with a Secondary Market Transaction by providing all current information pertaining to the Borrower and the Project necessary to keep the Secondary Market Disclosure Document accurate and complete in all material respects with respect to such matters. The Borrower hereby consents to any and all such disclosures of such information. The Borrower and the Funding Lender agree and acknowledge that theGovernmental Lender undertakes no obligation hereunder or in the Funding Loan Agreement to participate in the preparation of, or to approve, any Secondary Market Disclosure Document. Section 9.1.3Borrower Obligations Regarding Secondary Market Disclosure Documents. In connection with a Secondary Market Disclosure Document, the Borrower shall provide, or in the case of a Borrower-engaged third party such as the Manager, cause it to provide, information reasonably requested by the Funding Lender pertaining to the Borrower, the Project or such third party (and portions of any other sections reasonably requested by the Funding Lender pertaining to the Borrower, the Project or the third party). The Borrower shall, if requested by the Funding Lender and the Servicer, certify in writing that the Borrower has carefully examined those portions of such Secondary Market Disclosure Document, pertaining to the Borrower, the Project or the Manager, and such portions (and portions of any other sections reasonably requested and pertaining to the Borrower, the Project or the Manager) do not contain any untrue statement of a 2016-03-08 Agenda Packet Page 513 68 material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; provided that the Borrower shall not be required to make any representations or warranties regarding any Provided Information obtained from a third party except with respect to information it provided to such parties. Furthermore, the Borrower hereby indemnifies the Funding Lender and the Servicer for any Liabilities to which any such parties may become subject to the extent such Liabilities arise out of or are based upon the use of the Provided Information in a Secondary Market Disclosure Document. Section 9.1.4Borrower Indemnity Regarding Filings. In connection with filings under the Exchange Act or the Securities Act, the Borrower shall (i)indemnify Funding Lender and the underwriter group for any securities (the “Underwriter Group”) for any Liabilities to which Funding Lender, the Servicer or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon the omission or alleged omission to state in the Provided Information of a material fact required to be stated in the Provided Information in order to make the statements in the Provided Information, in the light of the circumstances under which they were made not misleading and (ii)reimburse the Funding Lender, the Servicer, the Underwriter Group and other indemnified parties listed above for any legal or other expenses reasonably incurred by the Funding Lender, the Servicer or the Underwriter Group in connection with defending or investigating the Liabilities; provided that the Borrower shall not provide any indemnification regarding any Provided Information obtained from unrelated third parties except with respect to information it provided to such parties. Section 9.1.5Indemnification Procedure. Promptly after receipt by an indemnified party under Sections 9.1.3 and 9.1.4 hereof ofnotice of the commencement of any action for which a claim for indemnification is to be made against the Borrower, such indemnified party shall notify the Borrower in writing of such commencement, but the omission to so notify the Borrower will not relieve the Borrower from any liability that it may have to any indemnified party hereunder except to the extent that failure to notify causes prejudice to the Borrower. In the event that any action is brought against any indemnified party, and it notifies the Borrower of the commencement thereof, the Borrower will be entitled, jointly with any other indemnifying party, to participate therein and, to the extent that it (or they) may elect by Written Notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, to assume the defense thereof with counsel selected by the Borrower and reasonably satisfactory to such indemnified party in its sole discretion. After notice from the Borrower to such indemnified party under thisSection9.1.5, the Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnified party shall settle orcompromise any claim for which the Borrower may be liable hereunder without the prior Written Consent of the Borrower. Section 9.1.6Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for inSection9.1.4 hereof is for any reason held to be unenforceable by an indemnified party in respect of any Liabilities (or action in respect thereof) referred to therein which would otherwise be indemnifiable under Section9.1.4 hereof, the Borrower shall contribute to the amount paid or payable by the indemnified party as a result of such Liabilities (or action in respect thereof); provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of Section10(f) of the Securities Act) shall be entitled to contribution from any Person not guilty of such fraudulent misrepresentation. In determining the amount of contribution to which the respective parties are entitled, the following factors shall be considered: (i)the indemnified parties and the Borrower’s relative knowledge and 2016-03-08 Agenda Packet Page 514 69 access to information concerning the matter with respect to which the claim was asserted; (ii)the opportunity to correct and prevent any statement or omission; and (iii)any other equitable considerations appropriate in the circumstances. The parties hereto hereby agree that it may not be equitable if the amount of such contribution were determined by pro rata or per capita allocation. ARTICLE X MISCELLANEOUS Section 10.1.Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other Borrower Loan Document or Funding Loan Document (a “notice”) shall be deemed to be given and made when delivered by hand, recognized overnight delivery service, confirmed facsimile transmission (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), or five (5) calendar days after deposited in the United States mail, registered or certified, postage prepaid, with return receipt requested, addressed as follows: If to the Fiscal Agent U.S. Bank National Association Global Corporate Trust Services 633 West 5th Street, 24th Floor Los Angeles, California 90071 Attention: Ismael Diaz Ref: ___________________ Phone: (213) 615-6063 Facsimile: ___________________ If to the Governmental Lender:Chula Vista Housing Authority 276 Fourth Avenue Chula Vista, California 91910 Attention: Housing Manager Telephone: (619) 691-5263 With a copy to:Chula Vista Housing Authority 276 Fourth Avenue Chula Vista, California 91910 Attention: City Attorney Telephone: (619) 691-5037 If to the Borrower:G Street SeniorsCIC, LP c/o Chelsea Investment Corporation 5993 Avenida Encinas, Suite 101 Carlsbad, California 92008 Attention: Tim Baker Telephone: (760) 456-6000 Facsimile: ____________ 2016-03-08 Agenda Packet Page 515 70 with a copy to:Cox, Castle & Nicholson 50California Street, Suite 3200 San Francisco, California94111 Attention: Ofer Elitzur Telephone: (415) 262-5265 Facsimile: ____________ and a copy to:CIC Opportunities Fund II LLC c/o Chelsea Investment corporation 5993 Avenida Encinas, Suite 101 Carlsbad, California 92008 Attention: James J. Schmid and a copy to:Odu & Associates 250 S. Pasadena Avenue, Suite 2082 Pasadena, California 91105 Attention: Nkechi Odu If to the Equity Investor:Raymond James California Housing Opportunities Fund V L.L.C. c/o Raymond James Tax Credit Funds, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Attention: Steven Kropf Telephone: (727) 567-4800 Facsimile: (727) 567-8455 with a copy to:Bocarsly Emden Cowan Esmail & Arndt LLP 633 West Fifth Street, 64th Floor Los Angeles, CA 90071 Attention: Kyle Arndt, Esq. Phone: (213) 239-8000 Facsimile: (213) 239-0410 If to the Funding Lender:Citibank, N.A. 390 Greenwich Street, 2nd Floor New York, New York 10013 Attention: Transaction Management Group Deal ID# 23205 Facsimile: (212) 723-8209 and to:Citibank, N.A. 325 EastHillcrest Drive, Suite 160 Thousand Oaks, California 91360 Attention: Operations Manager/Asset Manager Deal ID# 23205 Facsimile: (805) 557-0924 2016-03-08 Agenda Packet Page 516 71 prior to the Conversion Date, withCitibank, N.A. a copy to:One Sansome Street, 27th Floor San Francisco, California 94104 Attention: Account Specialist Deal ID# 23205 Facsimile: (415)445-9965 following the Conversion DateCitibank, N.A. with a copy to:c/o Berkadia Commercial Servicing Department 323 Norristown Road, Suite 300 Ambler, Pennsylvania 19002 Attention: Client Relations Manager Deal ID# 23205 Facsimile: (215)328-0305 and a copy of any notices of defaultCitibank, N.A. sent to:388 Greenwich Street, 17th Floor New York, New York 10013 Attention: General Counsel’s Office Deal ID# 23205 Facsimile: (646) 291-5754 Any party may change such party’s address for the notice or demands required under this Borrower Loan Agreement by providing written notice of such change of address to the other parties by written notice as provided herein. Section 10.2.Brokers and Financial Advisors. The Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the Borrower Loan, other than those disclosed to the Funding Lender and whose fees shall be paid by the Borrower pursuant to separate agreements. The Borrower and the Funding Lender shall indemnify and hold the other harmless from and against any and all claims, liabilities, costs and expenses of any kind in any way relating to or arising from a claimby any Person that such Person acted on behalf of the indemnifying party in connection with the transactions contemplated herein. The provisions of this Section10.2 shall survive the expiration and termination of this Borrower Loan Agreement and the repayment of the Borrower Payment Obligations. Section 10.3.Survival. This Borrower Loan Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by the Governmental Lender of the Borrower Loan and the execution and delivery to the Governmental Lender of the Borrower Notesand the assignment of the Borrower Notesto the Funding Lender, and shall continue in full force and effect so long as all or any of the Borrower Payment Obligations is unpaid. All the Borrower’s covenants and agreements in this Borrower Loan Agreement shall inure to the benefit of the respective legal representatives, successors and assigns of the Governmental Lender, the Fiscal Agent, the Funding Lender and the Servicer. Section 10.4.Preferences. The Governmental Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by the Borrower to any portion of the Borrower Payment Obligations. To the extent the Borrower makes a payment to the 2016-03-08 Agenda Packet Page 517 72 Governmental Lender or the Servicer, or the Governmental Lender or the Servicer receives proceeds of any collateral, which is in whole or part subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the Borrower Payment Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the Governmental Lender or the Servicer. Section 10.5.Waiver of Notice. The Borrower shall not be entitled to any notices of any nature whatsoever from the Funding Lender, the Fiscal Agent or the Servicer except with respect to matters for which this Borrower Loan Agreement or any other the Borrower Loan Document specifically and expressly provides for the giving of notice by the Funding Lender, the Fiscal Agent or the Servicer, as the case may be, to the Borrower and except with respect to matters for which the Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. The Borrower hereby expressly waives the right to receive any notice from the Funding Lender, the Fiscal Agent or the Servicer, as the case may be, with respect to any matter for which no Borrower Loan Document specifically and expressly provides for the giving of notice by the Funding Lender, the Fiscal Agent or the Servicer to the Borrower. Section 10.6.Offsets, Counterclaims and Defenses. The Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by the Funding Lender or the Servicer with respect to a Borrower Loan Payment. Any assignee of Funding Lender’s interest in and to the Borrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. Section 10.7.Publicity. The Funding Lender and the Servicer (and any Affiliates of either party) shall have the right to issue press releases, advertisements and other promotional materials describing the Funding Lender’s or the Servicer’s participation in the making of the Borrower Loan or the Borrower Loan’s inclusion in any Secondary Market Transaction effectuated by the Funding Lender or the Servicer or one of its or their Affiliates. All news releases, publicity or advertising by the Borrower or its Affiliates through any media intended to reach the general public, which refers to the Borrower Loan Documents or the Funding Loan Documents, the Borrower Loan, the Funding Lender or the Servicer in a Secondary Market Transaction, shall be subject to the prior Written Consent of the Funding Lender or the Servicer, as applicable. Section 10.8.Construction of Documents. The parties hereto acknowledge that they were represented by counsel in connection with the negotiation and drafting of the Borrower Loan Documents and the Funding Loan Documents and that the Borrower Loan Documents and the Funding Loan Documents shall not be subject to the principle of construing their meaning against the party that drafted them. Section 10.9.No Third Party Beneficiaries. The Borrower Loan Documents and the Funding Loan Documents are solely for the benefit of the Governmental Lender, the Funding 2016-03-08 Agenda Packet Page 518 73 Lender, the Servicer and the Borrower and, with respect to Sections 9.1.3 and 9.1.4 hereof, the Underwriter Group, and nothing contained in any Borrower Loan Document shall be deemed to confer upon anyone other than the Governmental Lender, the Funding Lender, the Fiscal Agent, the Servicer, and the Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained therein. Section 10.10.Assignment. The Borrower Loan, the Security Instrument, the Borrower Loan Documents and the Funding Loan Documents and all Funding Lender’s or Fiscal Agent’s rights, title, obligations and interests therein may be assigned by the Funding Lender or the Fiscal Agent, as appropriate, at any time in its sole discretion, whether by operation of law (pursuant to a merger or other successor in interest) or otherwise, subject in any event to the provisions of Section2.4 ofthe Funding Loan Agreement. Upon such assignment, all references to Funding Lender or the Fiscal Agent, as appropriate, in this Borrower Loan Agreement and in any Borrower Loan Document shall be deemed to refer to such assignee or successor in interest and such assignee or successor in interest shall thereafter stand in the place of the Funding Lender or the Fiscal Agent, as appropriate. The Borrower shall accord full recognition to any such assignment, and all rights and remedies of Funding Lender in connection with the interest so assigned shall be as fully enforceable by such assignee as they were by Funding Lender before such assignment. In connection with any proposed assignment, Funding Lender may disclose to the proposed assignee any information that the Borrower has delivered, or caused to be delivered, to Funding Lender with reference to the Borrower, General Partner, Guarantor or any Affiliate, or the Project, including information that the Borrower is required to deliver to Funding Lender pursuant to this Borrower Loan Agreement, provided that such proposed assignee agrees to treat such information as confidential. The Borrower may not assign its rights, interests or obligations under this Borrower Loan Agreement or under any of the Borrower Loan Documents or Funding Loan Documents, or the Borrower’s interest in any moneys to be disbursed or advanced hereunder, except only as may be expressly permitted hereby. Section 10.11.[Reserved]. Section 10.12.Governmental Lender, Funding Lender and Servicer Not in Control; No Partnership. None of the covenants or other provisions contained in this Borrower Loan Agreement shall, or shall be deemed to, give the Governmental Lender, the Funding Lender, the Fiscal Agent or the Servicer the right or power to exercise control over the affairs or management of the Borrower, the power of the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer being limited to the rights to exercise the remedies referred to in the Borrower Loan Documents and the Funding Loan Documents. The relationship between the Borrower and the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer is, and at all times shall remain, solely that of debtor and creditor. No covenant or provision of the Borrower Loan Documents or theFunding Loan Documents is intended, nor shall it be deemed or construed, to create a partnership, joint venture, agency or common interest in profits or income between the Borrower and the Governmental Lender, the Funding Lender, the Fiscal Agent or the Servicer or to create an equity in the Project in the Governmental Lender, the Funding Lender, the Fiscal Agent or the Servicer. Neither the Governmental Lender, the Funding Lender, the Fiscal Agent nor the Servicer undertakes or assumes any responsibilityor duty to the Borrower or to any other person with respect to the Project or the Borrower Loan, except as expressly provided in the Borrower Loan Documents or the Funding Loan Documents; and notwithstanding any other provision of the Borrower Loan Documents and the Funding Loan Documents: (1)the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer are not, and shall not be construed as, a partner, joint venturer, alter ego, manager, controlling person or other business associate orparticipant of any kind of the 2016-03-08 Agenda Packet Page 519 74 Borrower or its stockholders, members, or partners and the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer do not intend to ever assume such status; (2)the Governmental Lender, the Funding Lender,the Fiscal Agent and the Servicer shall in no event be liable for any the Borrower Payment Obligations, expenses or losses incurred or sustained by the Borrower; and (3)the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer shall not be deemed responsible for or a participant in any acts, omissions or decisions of the Borrower, the Borrower Controlling Entities or its stockholders, members, or partners. The Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicerand the Borrower disclaim any intention to create any partnership, joint venture, agency or common interest in profits or income between the Governmental Lender, the Funding Lender, the Servicer, the Fiscal Agent and the Borrower, or to create an equity in the Project in the Governmental Lender, the Funding Lender, the Fiscal Agent or the Servicer, or any sharing of liabilities, losses, costs or expenses. Section 10.13.Release. The Borrower hereby acknowledges that it is executing this Borrower Loan Agreement and each of the Borrower Loan Documents and the Funding Loan Documents to which it is a party as its own voluntary act free from duress and undue influence. Section 10.14.Term of Borrower Loan Agreement. This Borrower Loan Agreement shall be in full force and effect until all payment obligations of the Borrower hereunder have been paid in full and the Borrower Loan and the Funding Loan have been retired or the payment thereof has been provided for; except that on and after payment in full of the Borrower Notes, this Borrower Loan Agreement shall be terminated, without further action by the parties hereto; provided, however, that the obligations of the Borrower under Sections 5.11, 5.14, 5.15, 9.1.3, 9.1.4, 9.1.5, 9.1.6 and 10.15 hereof, as well as under Section5.7 of the Construction Funding Agreement, shall survive the termination of this Borrower Loan Agreement. Section 10.15.Reimbursement of Expenses. If, upon or after the occurrence of any Event of Default or Potential Default, the Governmental Lender, the Funding Lender, the Fiscal Agentor the Servicer shall employ attorneys or incur other expenses for the enforcement of performance or observance of any obligation or agreement on the part of the Borrower contained herein, the Borrower will on demand therefor reimburse the Governmental Lender, the Funding Lender and the Servicer for fees of such attorneys and such other expenses so incurred. The Borrower’s obligation to pay the amounts required to be paid under this Section10.15 shall be subordinate to its obligations to make payments under the Borrower Note. Section 10.16.Permitted Contests. Notwithstanding anything to the contrary contained in this Borrower Loan Agreement, Borrower shall have the right to contest or object in good faith to any claim, demand, levy or assessment (other than in respect of Debt or Contractual Obligations of Borrower under any Borrower Loan Document or Related Document) by appropriate legal proceedings that are not prejudicial to Funding Lender’s rights, but this shall not be deemed or construed as in any way relieving, modifying or providing any extension of time with respect to Borrower’s covenant to pay and comply with any such claim, demand, levy or assessment, unless Borrower shall have given prior Written Notice to the Funding Lender of Borrower’s intent to so contestor object thereto, and unless (i)Borrower has, in the Funding Lender’s judgment, a reasonable basis for such contest, (ii)Borrower pays when due any portion of the claim, demand, levy or assessment to which Borrower does not object, (iii)Borrower demonstrates to Funding Lender’s satisfaction that such legal proceedings shall conclusively operate to prevent enforcement prior to final determination of such proceedings, (iv)Borrower furnishes such bond, surety, 2016-03-08 Agenda Packet Page 520 75 undertaking or other security in connection therewith as required by law, or as requested by and satisfactory to Funding Lender, to stay such proceeding, which bond, surety, undertaking or other security shall be issued by a bonding company, insurer or surety company reasonably satisfactory to Funding Lender and shall be sufficient to cause the claim, demand, levy or assessment to be insured against by the Title Company or removed as a lien against the Project, (v)Borrower at all times prosecutes the contest with due diligence, and (vi)Borrowerpays, promptly following a determination of the amount of such claim, demand, levy or assessment due and owing by Borrower, the amount so determined to be due and owing by Borrower. In the event that Borrower does not make, promptly following a determination of the amount of such claim, demand, levy or assessment due and owing by Borrower, any payment required to be made pursuant to clause (vi)of the preceding sentence, an Event of Default shall have occurred, and Funding Lender may draw or realize upon any bond or other security delivered to Funding Lender in connection with the contest by Borrower, in order to make such payment. Section 10.17.Funding Lender Approval of Instruments and Parties. All proceedings taken in accordance with transactions provided for herein, and all surveys, appraisals and documents required or contemplated by this Borrower Loan Agreement and the persons responsible for the execution and preparation thereof, shall be satisfactory to and subject to approval by Funding Lender. Funding Lender’s approval of any matter in connection with the Project shall be for the sole purpose of protecting the security and rights of Funding Lender. No such approval shall result in a waiver of any default of Borrower. In no event shall Funding Lender’s approval be a representation of any kind with regard to the matter being approved. Section 10.18.Funding Lender Determination of Facts. Funding Lender shall at all times be free to establish independently, to its reasonable satisfaction, the existence or nonexistence of any fact or facts, the existence or nonexistence of which is a condition of this Borrower Loan Agreement. Section 10.19.Calendar Months. With respect to any payment or obligation that is due or required to be performed within a specified number of Calendar Months after a specified date, such payment or obligation shall become due on the day in the last of such specified number of Calendar Months that corresponds numerically to the date so specified; provided, however, that with respect to any obligation as to which such specified date is the 29th, 30th or 31st day of any Calendar Month: if the Calendar Month in which such payment or obligation would otherwise become due does not have a numerically corresponding date, such obligation shall become due on the first day of the next succeeding Calendar Month. Section 10.20.Determinations by Lender. Except to the extent expressly set forth in this Borrower Loan Agreement to the contrary, in any instance where the consent or approval of the Governmental Lender and the Funding Lender may be given or is required, or where any determination, judgment or decision is to be rendered by the Governmental Lender and the Funding Lender under this Borrower Loan Agreement, the granting, withholding or denial of such consent or approval and the rendering of such determination, judgment or decision shall be made or exercised by the Governmental Lender and the Funding Lender, as applicable (or its designated representative) at its sole and exclusive option and in its sole and absolute discretion. Section 10.21.Governing Law. This Borrower Loan Agreement shall be governed by and enforced in accordance with the laws of the State, without giving effect to the choice of law principles of the State that would require the application of the laws of a jurisdiction other than the State. 2016-03-08 Agenda Packet Page 521 76 Section 10.22.Consent to Jurisdiction and Venue. Borrower agrees that any controversy arising under or in relation to this Borrower Loan Agreement shall be litigated exclusively in the State. The state and federal courts and authorities with jurisdiction in the State shall have exclusive jurisdiction over all controversies which shall arise under or in relation to this Borrower Loan Agreement. Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. However, nothing herein is intended to limit Beneficiary Parties’ right to bring any suit, action or proceeding relating to matters arising under this Borrower Loan Agreement against Borrower or any of Borrower’s assets in any court of any other jurisdiction. Section 10.23.Successors and Assigns. This Borrower Loan Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, successors-in-interest and assigns, as appropriate. The terms used to designate any of the parties herein shall be deemed to include the heirs, legal representatives, successors, successors-in-interest and assigns, asappropriate, of such parties. References to a “person” or “persons” shall be deemed to include individuals and entities. Section 10.24.Severability. The invalidity, illegality or unenforceability of any provision of this Borrower Loan Agreement shall not affect the validity, legality or enforceability of any other provision, and all other provisions shall remain in full force and effect. Section 10.25.Entire Agreement; Amendment and Waiver. This Borrower Loan Agreement contains the complete and entire understanding of the parties with respect to the matters covered. This Borrower Loan Agreement may not be amended, modified or changed, nor shall any waiver of any provision hereof be effective, except by a written instrument signed by the party against whom enforcement of the waiver, amendment, change, or modification is sought, and then only to the extent set forth in that instrument. No specific waiver of any of the terms of this Borrower Loan Agreement shall be considered as a general waiver. Without limiting the generality of the foregoing, no Disbursement shall constitute a waiver of any conditions to the Governmental Lender’s or the Funding Lender’s obligation to make further Disbursements nor, in the event Borrower is unable to satisfy any such conditions, shall any such waiver have the effect of precluding the Governmental Lender or the Funding Lender from thereafter declaring such inability to constitute a Potential Default or Event of Default under this Borrower Loan Agreement. Section 10.26.Counterparts. This Borrower Loan Agreement may be executed in multiple counterparts, each of which shall constitute an original document and all of which together shall constitute one agreement. Section 10.27.Captions. The captions of the sections of this Borrower Loan Agreement are for convenience only and shallbe disregarded in construing this Borrower Loan Agreement. Section 10.28.Servicer. Borrower hereby acknowledges and agrees that, pursuant to the terms of Section39 of the Security Instrument: (a)from time to time, the Governmental Lender or the Funding Lender may appoint a servicer to collect payments, escrows and deposits, to give and to receive notices under the Borrower Notes, this Borrower Loan Agreement or the other Borrower Loan Documents, and to otherwise service the Borrower Loan and (b)unless Borrower receives Written Notice from the Governmental Lender or the Funding Lender to the contrary, any action or right which shall or may be taken or exercised by the Governmental Lender or the Funding Lender may be taken or exercised by such servicer with the same force and effect. 2016-03-08 Agenda Packet Page 522 77 Section 10.29.Beneficiary Parties as Third Party Beneficiary. Each of the Beneficiary Parties shall be a third party beneficiary of this Borrower Loan Agreement for all purposes. Section 10.30.Waiver of Trial by Jury. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF BORROWER AND THE BENEFICIARY PARTIES (A)COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS BORROWER LOAN AGREEMENT OR THE RELATIONSHIP BETWEEN THE PARTIES THAT IS TRIABLE OF RIGHT BY A JURY AND (B)WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL. IF FOR ANY REASON THIS WAIVER IS DETERMINED TO BE UNENFORCEABLE, ALL DISPUTES WILL BE RESOLVED BY JUDICIAL REFERENCE PURSUANT TO THE PROCEDURES SET FORTH IN THE SECURITY INSTRUMENT. Section 10.31.Time of the Essence. Time is of the essence with respect to this Borrower Loan Agreement. Section 10.32.[Reserved]. Section 10.33.Reference Date. This Borrower Loan Agreement is dated for reference purposes only as of the first day of March, 2016, and will not be effective and binding on the parties hereto unless and until the Closing Date (as defined herein) occurs. ARTICLE XI LIMITATIONS ON LIABILITY Section 11.1.Limitation on Liability. Notwithstanding anything to the contrary herein, the liability of the Borrower hereunder and under the other Borrower Loan Documents and the Funding Loan Documents shall be limited to the extent set forth in the Borrower Notes. Section 11.2.Limitation on Liability of Governmental Lender. The Governmental Lender shall not be obligated to pay the principal (or prepayment price) of or interest on the Funding Loan, except from moneys and assets received by the Fiscal Agent or the Funding Lender on behalf of the Governmental Lender pursuant to this Borrower Loan Agreement. Neither the faith and credit nor the taxing power of the State, or any political subdivision thereof, nor the faith and credit of the Governmental Lender is pledged to the payment of the principal (or prepayment price) of or interest on the Funding Loan. The Governmental Lender shall not be liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reason of or in connection with this Borrower Loan Agreement or the Funding Loan Agreement, except only to the extent amounts are received for the payment thereof from the Borrower under this Borrower Loan Agreement. The Borrower hereby acknowledges that the Governmental Lender’s sole source of moneys to repay the Funding Loan will be provided by the payments made by the Borrower pursuant to this Borrower Loan Agreementand the Borrower Notes, together with investment income on certain 2016-03-08 Agenda Packet Page 523 78 funds and accounts held by the Fiscal Agent under the Funding Loan Agreement, and hereby agrees that if the payments to be made hereunder shall ever prove insufficient to pay all principal (or prepayment price) of and interest on the Funding Loan as the same shall become due (whether by maturity, redemption, acceleration or otherwise), then upon notice from the Fiscal Agent, the Funding Lender or the Servicer, the Borrower shall pay such amounts as are required from time to time to prevent any deficiency or default in the payment of such principal (or prepayment price) of or interest on the Funding Loan, including, but not limited to, any deficiency caused by acts, omissions, nonfeasance or malfeasance on the part of the Fiscal Agent, the Funding Lender, the Borrower, the Governmental Lender or any third party,subject to any right of reimbursement from the Fiscal Agent, the Funding Lender, the Governmental Lender or any such third party, as the case may be, therefor. Section 11.3.Waiver of Personal Liability. No commissioner, member, officer, agent or employee of the Governmental Lender shall be individually or personally liable for the payment of any principal (or prepayment price) of or interest on the Funding Loan or any other sum hereunder or be subject to any personal liability or accountability by reason of the execution and delivery of this Borrower Loan Agreement; but nothing herein contained shall relieve any such member, director, officer, agent or employee from the performance of any official duty provided by law or by this Borrower Loan Agreement. Section 11.4.Limitation on Liability of Governmental Lender’s or Funding Lender’s Commissioners, Officers, Employees, Etc. (a)Borrower assumes all risks of the acts or omissions of the Governmental Lender and the Funding Lender, provided, however, this assumption is not intended to, andshall not, preclude the Borrower from pursuing such rights and remedies as it may have against the Governmental Lender and the Funding Lender at law or under any other agreement. None of Governmental Lender, the Fiscal Agent and the Funding Lender, nor the other Beneficiary Parties or their respective commissioners, officers, directors, employees or agents shall be liable or responsible for (i)for any acts or omissions of the Governmental Lender and the Funding Lender; or (ii)the validity, sufficiency or genuineness of any documents, or endorsements, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged. In furtherance and not in limitation of the foregoing, the Governmental Lender and the Funding Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, unless acceptance in light of such notice or information constitutes gross negligence or willful misconduct on the part of the Funding Lender, or willful misconduct of the Governmental Lender. (b)None of the Governmental Lender, the Fiscal Agent, the Funding Lender, the other Beneficiary Parties or any of their respective commissioners, officers, directors, employees or agents shall be liable to any contractor, subcontractor, supplier, laborer, architect, engineer or any other party for services performed or materials supplied in connection with the Project. The Governmental Lender and the Funding Lender shall not be liable for any debts or claims accruing in favor of any such parties against the Borrower or others or against the Project. Borrower is not and shall not be an agent of the Governmental Lender and the Funding Lender for any purpose. Neither the Governmental Lender nor the Funding Lender is a joint venture partner with Borrower in any manner whatsoever. Prior to default by Borrower under this Borrower Loan Agreement and the exercise of remedies granted herein, the Governmental Lender and the Funding Lender shall not be deemed to be in privity of contract with any contractor or provider of services to the Project, nor shall any payment 2016-03-08 Agenda Packet Page 524 79 of funds directly to a contractor, subcontractor or provider of services be deemed to create any third party beneficiary status or recognition of same by the Governmental Lender and the Funding Lender. Approvals granted by the Governmental Lender and the Funding Lender for any matters covered under this Borrower Loan Agreement shall be narrowly construed to cover only the parties and facts identified in any written approval or, if not in writing, such approvals shall be solely for the benefit of Borrower. (c)Any obligation or liability whatsoever of the Governmental Lender and the Funding Lender that may arise at any time under this Borrower Loan Agreement or any other Borrower Loan Document shall be satisfied, if at all, out of the Funding Lender’s assets only. No such obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, the Project or any of the Governmental Lender’s or the Funding Lender’s shareholders (if any), directors, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise. Section 11.5.Delivery of Reports, Etc. The delivery of reports, information and documents to the Governmental Lender and the Funding Lender as provided herein is for informational purposes only and the Governmental Lender’s and the Funding Lender’s receipt of such shall not constitute constructive knowledge of any information contained therein or determinable from information contained therein. The Governmental Lender and the Funding Lender shall have no duties or responsibilities except those that are specifically set forth herein, and no other duties or obligations shall be implied in this Borrower Loan Agreement against the Governmental Lender and the Funding Lender. [Remainder of Page Intentionally Left Blank] 2016-03-08 Agenda Packet Page 525 [Signature Page to Borrower Loan Agreement –Volta Apartment Homes] S-1 IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Borrower Loan Agreement by their respective authorized representative, as of the date first set forth above. BORROWER: G STREET SENIORS CIC, LP, a California limited partnership By:Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its Managing General partner By: Robert W. Laing, Executive Director/President By:CIC G Street Seniors, LLC, a California limited liability company, its Administrative General Partner By:Chelsea Investment Corporation, a California corporation, its Manager By: Cheri Hoffman, President (signatures follow on subsequent pages) 2016-03-08 Agenda Packet Page 526 [Signature Page to Borrower Loan Agreement –Volta Apartment Homes] S-2 CHULA VISTA HOUSING AUTHORITY By: Mary Casillas Salas Executive Director ATTEST: By: Donna Norris Secretary 2016-03-08 Agenda Packet Page 527 [Signature Page to Borrower Loan Agreement –Volta Apartment Homes] S-3 Agreed to and Acknowledged by: FUNDING LENDER: CITIBANK, N.A. By: Authorized Signatory 2016-03-08 Agenda Packet Page 528 Stradling Yocca Carlson & Rauth Draft dated March 1, 2016 BORROWER LOAN AGREEMENT between the CHULA VISTA HOUSING AUTHORITY, as Governmental Lender and F STREET FAMILYCIC, LP, as Borrower dated as of March1, 2016 relating to: Funding Loanoriginated by CITIBANK, N.A., as Funding Lender from the proceeds of the $______________ CHULA VISTA HOUSING AUTHORITY MULTIFAMILY HOUSING REVENUE NOTE (DUETTA APARTMENT HOMES) SERIES 2016A-1 $______________ CHULA VISTA HOUSING AUTHORITY MULTIFAMILY HOUSING REVENUE NOTE (DUETTA APARTMENT HOMES) TAXABLE SERIES 2016A-2 The interest of the Governmental Lender in this Borrower Loan Agreement (except for certain rights described herein) has been pledged and assigned to Citibank, N.A., as funding lender (the “Funding Lender”), under that certain Funding Loan Agreement, of even date herewith, by and among Chula Vista Housing Authority (the “Governmental Lender”), U.S. Bank National Association, as fiscal agent, and the Funding Lender, under which the Funding Lender is originating a loan to the Governmental Lenderthe proceeds of which are to be usedto fund the Borrower Loan made under this Borrower Loan Agreement. 2016-03-08 Agenda Packet Page 529 i TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; PRINCIPLES OF CONSTRUCTION Section 1.1.Specific Definitions......................................................................................................2 Section 1.2.Definitions.....................................................................................................................2 ARTICLE II GENERAL Section 2.1.Origination of Borrower Loan....................................................................................17 Section 2.2.Security for the Funding Loan....................................................................................18 Section 2.3.Loan;Borrower Note; Conditions to Closing.............................................................19 Section 2.4.Borrower Loan Payments...........................................................................................21 Section 2.5.Additional Borrower Payments...................................................................................21 Section 2.6.Overdue Payments; Payments if Default....................................................................22 Section 2.7.Calculation of Interest Payments and Deposits to Real Estate Related Reserve Funds...........................................................................................................................22 Section 2.8.Grant of Security Interest; Application of Funds........................................................22 Section 2.9.Marshalling; Payments Set Aside...............................................................................23 Section 2.10.Borrower Loan Disbursements...................................................................................23 ARTICLE III CONVERSION Section 3.1.Conversion Date and Extension of Outside Conversion Date....................................24 Section 3.2.Notice From Funding Lender; Funding Lender’s Calculation Final..........................24 Section 3.3.Mandatory Prepayment of the Borrower Loan...........................................................24 Section 3.4.Release of Remaining Loan Proceeds.........................................................................24 Section 3.5.No Amendment...........................................................................................................24 Section 3.6.Determinations by Funding Lender............................................................................25 ARTICLE IV REPRESENTATIONS AND WARRANTIES Section 4.1.Borrower Representations...........................................................................................25 Section 4.1.1Organization; Special Purpose....................................................................................25 Section 4.1.2Proceedings; Enforceability........................................................................................25 Section 4.1.3No Conflicts................................................................................................................26 Section 4.1.4Litigation; Adverse Facts............................................................................................26 Section 4.1.5Agreements; Consents; Approvals..............................................................................27 Section 4.1.6Title.............................................................................................................................27 2016-03-08 Agenda Packet Page 530 TABLE OF CONTENTS (Continued) Page ii Section 4.1.7Survey.........................................................................................................................27 Section 4.1.8No Bankruptcy Filing.................................................................................................27 Section 4.1.9Full and Accurate Disclosure......................................................................................28 Section 4.1.10No Plan Assets............................................................................................................28 Section 4.1.11Compliance.................................................................................................................28 Section 4.1.12Contracts.....................................................................................................................28 Section 4.1.13Financial Information..................................................................................................28 Section 4.1.14Condemnation.............................................................................................................29 Section 4.1.15Federal Reserve Regulations.......................................................................................29 Section 4.1.16Utilities and Public Access.........................................................................................29 Section 4.1.17Not a Foreign Person..................................................................................................29 Section 4.1.18Separate Lots...............................................................................................................29 Section 4.1.19Assessments................................................................................................................29 Section 4.1.20Enforceability..............................................................................................................29 Section 4.1.21Insurance.....................................................................................................................29 Section 4.1.22Use of Property; Licenses...........................................................................................30 Section 4.1.23Flood Zone..................................................................................................................30 Section 4.1.24Physical Condition......................................................................................................30 Section 4.1.25Encroachments............................................................................................................30 Section 4.1.26State Law Requirements.............................................................................................30 Section 4.1.27Filing and Recording Taxes........................................................................................30 Section 4.1.28Investment Company Act...........................................................................................31 Section 4.1.29Fraudulent Transfer.....................................................................................................31 Section 4.1.30Ownership of the Borrower.........................................................................................31 Section 4.1.31Environmental Matters................................................................................................31 Section 4.1.32Name; Principal Place of Business.............................................................................31 Section 4.1.33Subordinated Debt......................................................................................................31 Section 4.1.34Filing of Taxes............................................................................................................32 Section 4.1.35General Tax.................................................................................................................32 Section 4.1.36Approval of the Borrower Loan Documents and Funding Loan Documents.............32 Section 4.1.37Funding Loan Agreement...........................................................................................32 Section 4.1.38Americans with Disabilities Act.................................................................................32 Section 4.1.39Requirements of Act, Code and Regulations..............................................................32 Section 4.1.40Regulatory Agreement................................................................................................32 Section 4.1.41Intention to Hold Project.............................................................................................33 Section 4.1.42Concerning General Partner........................................................................................33 Section 4.1.43Government and Private Approvals............................................................................33 Section 4.1.44Concerning Guarantor.................................................................................................34 Section 4.1.45No Material Defaults...................................................................................................34 Section 4.1.46Payment of Taxes........................................................................................................34 Section 4.1.47Rights to Project Agreements and Licenses................................................................34 Section 4.1.48Patriot Act Compliance...............................................................................................35 Section 4.1.49Rent Schedule.............................................................................................................35 Section 4.1.50Other Documents........................................................................................................35 Section 4.1.51Subordinate Loan Documents.....................................................................................35 Section 4.2.Survival of Representations and Covenants................................................................36 2016-03-08 Agenda Packet Page 531 TABLE OF CONTENTS (Continued) Page iii ARTICLE V AFFIRMATIVE COVENANTS Section 5.1.Existence.....................................................................................................................36 Section 5.2.Taxes and Other Charges............................................................................................36 Section 5.3.Repairs; Maintenance and Compliance; Physical Condition......................................36 Section 5.4.Litigation.....................................................................................................................37 Section 5.5.Performance of Other Agreements.............................................................................37 Section 5.6.Notices........................................................................................................................37 Section 5.7.Cooperate in Legal Proceedings.................................................................................37 Section 5.8.Further Assurances......................................................................................................37 Section 5.9.Delivery of Financial Information..............................................................................38 Section 5.10.Environmental Matters................................................................................................38 Section 5.11.Governmental Lender’s and Funding Lender’s Fees..................................................38 Section 5.12.Estoppel Statement......................................................................................................38 Section 5.13.Defense of Actions......................................................................................................39 Section 5.14.Expenses.....................................................................................................................39 Section 5.15.Indemnity....................................................................................................................40 Section 5.16.No Warranty of Condition or Suitability by the Governmental Lender or Funding Lender...........................................................................................................42 Section 5.17.Right of Access to the Project.....................................................................................42 Section 5.18.Notice of Default.........................................................................................................42 Section 5.19.Covenant with Governmental Lender and Funding Lender........................................43 Section 5.20.Obligation of the Borrower to Construct the Project..................................................43 Section 5.21.Maintenance of Insurance...........................................................................................43 Section 5.22.Information; Statements and Reports..........................................................................43 Section 5.23.Additional Notices......................................................................................................44 Section 5.24.Compliance with Other Agreements; Legal Requirements........................................45 Section 5.25.Completion and Maintenance of Project.....................................................................46 Section 5.26.Fixtures.......................................................................................................................46 Section 5.27.Income from Project...................................................................................................46 Section 5.28.Leases and Occupancy Agreements............................................................................46 Section 5.29.Project Agreements and Licenses...............................................................................47 Section 5.30.Payment of Debt Payments.........................................................................................47 Section 5.31.ERISA.........................................................................................................................47 Section 5.32.Patriot Act Compliance...............................................................................................47 Section 5.33.Funds from Equity Investor........................................................................................48 Section 5.34.Tax Covenants............................................................................................................48 Section 5.35.Payment of Rebate......................................................................................................53 Section 5.36.Covenants under Funding Loan Agreement...............................................................54 Section 5.37.Continuing Disclosure Agreement..............................................................................54 2016-03-08 Agenda Packet Page 532 TABLE OF CONTENTS (Continued) Page iv ARTICLE VI NEGATIVE COVENANTS Section 6.1.Management Agreement.............................................................................................55 Section 6.2.Dissolution..................................................................................................................55 Section 6.3.Change in Business or Operation of Property.............................................................55 Section 6.4.Debt Cancellation........................................................................................................55 Section 6.5.Assets..........................................................................................................................55 Section 6.6.Transfers.....................................................................................................................55 Section 6.7.Debt.............................................................................................................................55 Section 6.8.Assignment of Rights..................................................................................................56 Section 6.9.Principal Place of Business.........................................................................................56 Section 6.10.Partnership Agreement................................................................................................56 Section 6.11.ERISA.........................................................................................................................56 Section 6.12.No Hedging Arrangements.........................................................................................56 Section 6.13.Loans and Investments; Distributions; Related Party Payments................................56 Section 6.14.Amendment of Related Documents or CC&R’s.........................................................57 Section 6.15.Personal Property........................................................................................................57 Section 6.16.Fiscal Year..................................................................................................................57 Section 6.17.Publicity......................................................................................................................57 Section 6.18.Subordinate Loan Documents.....................................................................................57 ARTICLE VII RESERVED ARTICLE VIII DEFAULTS Section 8.1.Events of Default........................................................................................................58 Section 8.2.Remedies.....................................................................................................................63 Section 8.2.1Acceleration................................................................................................................63 Section 8.2.2Remedies Cumulative.................................................................................................63 Section 8.2.3Delay...........................................................................................................................63 Section 8.2.4Set Off; Waiver of Set Off..........................................................................................64 Section 8.2.5Assumption of Obligations.........................................................................................64 Section 8.2.6Accounts Receivable...................................................................................................64 Section 8.2.7Defaults under Other Documents................................................................................64 Section 8.2.8Abatement of Disbursements......................................................................................64 Section 8.2.9Completion of Improvements.....................................................................................65 Section 8.2.10Right to Directly Enforce............................................................................................65 Section 8.2.11Power of Attorney.......................................................................................................65 2016-03-08 Agenda Packet Page 533 TABLE OF CONTENTS (Continued) Page v ARTICLE IX SPECIAL PROVISIONS Section 9.1.Sale of Note and Secondary Market Transaction........................................................66 Section 9.1.1Cooperation.................................................................................................................66 Section 9.1.2Use of Information......................................................................................................67 Section 9.1.3Borrower Obligations Regarding Secondary Market Disclosure Documents............67 Section 9.1.4Borrower Indemnity Regarding Filings......................................................................68 Section 9.1.5Indemnification Procedure..........................................................................................68 Section 9.1.6Contribution................................................................................................................68 ARTICLE X MISCELLANEOUS Section 10.1.Notices........................................................................................................................69 Section 10.2.Brokers and Financial Advisors..................................................................................71 Section 10.3.Survival.......................................................................................................................71 Section 10.4.Preferences..................................................................................................................71 Section 10.5.Waiver of Notice.........................................................................................................72 Section 10.6.Offsets, Counterclaims and Defenses.........................................................................72 Section 10.7.Publicity......................................................................................................................72 Section 10.8.Construction of Documents........................................................................................72 Section 10.9.No Third Party Beneficiaries......................................................................................72 Section 10.10.Assignment.................................................................................................................73 Section 10.11.[Reserved]...................................................................................................................73 Section 10.12.Governmental Lender, Funding Lender and Servicer Not in Control; No Partnership..................................................................................................................73 Section 10.13.Release........................................................................................................................74 Section 10.14.Term of Borrower Loan Agreement...........................................................................74 Section 10.15.Reimbursement of Expenses.......................................................................................74 Section 10.16.Permitted Contests......................................................................................................74 Section 10.17.Funding Lender Approval of Instruments and Parties................................................75 Section 10.18.Funding Lender Determination of Facts.....................................................................75 Section 10.19.Calendar Months.........................................................................................................75 Section 10.20.Determinations by Lender...........................................................................................75 Section 10.21.Governing Law...........................................................................................................75 Section 10.22.Consent to Jurisdiction and Venue..............................................................................76 Section 10.23.Successors and Assigns...............................................................................................76 Section 10.24.Severability.................................................................................................................76 Section 10.25.Entire Agreement; Amendment and Waiver...............................................................76 Section 10.26.Counterparts................................................................................................................76 Section 10.27.Captions......................................................................................................................76 Section 10.28.Servicer.......................................................................................................................76 Section 10.29.Beneficiary Parties as Third Party Beneficiary...........................................................77 Section 10.30.Waiver of Trial by Jury...............................................................................................77 2016-03-08 Agenda Packet Page 534 TABLE OF CONTENTS (Continued) Page vi Section 10.31.Time of the Essence....................................................................................................77 Section 10.32.[Reserved]...................................................................................................................77 Section 10.33.Reference Date............................................................................................................77 ARTICLE XI LIMITATIONS ON LIABILITY Section 11.1.Limitation on Liability................................................................................................77 Section 11.2.Limitation on Liability of Governmental Lender.......................................................77 Section 11.3.Waiver of Personal Liability.......................................................................................78 Section 11.4.Limitation on Liability of Governmental Lender’s or Funding Lender’s Commissioners, Officers, Employees, Etc..................................................................78 Section 11.5.Delivery of Reports, Etc.............................................................................................79 2016-03-08 Agenda Packet Page 535 BORROWER LOAN AGREEMENT This Borrower Loan Agreement, dated as of March1, 2016(this “Borrower Loan Agreement”) is entered into by the Chula Vista Housing Authority, a public body corporate and politic, organized and existing under the laws of the State of California (together with its successors and assigns, the “Governmental Lender”), and FStreet Family CIC, LP, a California limited partnership (together with its successors and assigns, the “Borrower”). RECITALS: WHEREAS, the Governmental Lender is a public body, corporate and politic, duly organized and validly existing under the laws of the State of California; and WHEREAS, the Governmental Lender is empowered pursuant to Chapter1 of Part2 of Division 24 of the California Health and Safety Code (the “Act”) to: (a)make loans to any person to provide financing for residential rental developments located within the City of Chula Vista (the “Sponsoring Political Subdivision”), and intended to be occupied in part or in whole by persons of low and moderate income; (b)borrow funds 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 any such borrowing by the Governmental Lender; and (c)pledge all or any part of the revenues, receipts or resources of the Governmental Lender, including the revenuesand receipts to be received by the Governmental Lender from or in connection with such loans, and to mortgage, pledge or grant security interests in such loans or other property of the Governmental Lender in order to secure the repayment of any such borrowing by the Governmental Lender; and WHEREAS, the Borrower has applied to the Governmental Lender for a loan (the “Borrower Loan”), for the acquisition and construction of a 86-unitplus one manager unit multifamily residential rental project located at Otay Ranchin the City of Chula Vista, California, known as“Duetta Apartment Homes”; and WHEREAS, the Borrower’s repayment obligations under this Borrower Loan Agreement are evidenced by the Borrower Notes, as defined herein; and WHEREAS, the Borrower has requested that the Governmental Lender enter into that certain Funding Loan Agreement, of even date herewith (the “Funding Loan Agreement”), among the Governmental Lender, U.S. Bank National Association, as fiscal agent (the “Fiscal Agent”), and Citibank, N.A. (the “Funding Lender”), under which the Funding Lender will make a loan (the “Funding Loan”) to the Governmental Lender (and the Governmental Lender will issue its Governmental Lender Notes(as defined herein) in connection therewith), the proceeds ofwhich will be loaned under this Borrower Loan Agreement to the Borrower to finance the acquisition and construction of the Project (as defined herein); and WHEREAS, the Borrower Loan is secured by, among other things, that certain [Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (California)](as amended, restated and/or supplemented from time to time, the “Security Instrument”), of even date herewith and assigned to the Funding Lender to secure the Funding Loan, encumbering the Project, and will be advanced to the Borrower pursuant to this Borrower Loan Agreement, the Funding Loan Agreement and the Construction Funding Agreement (as defined herein). 2016-03-08 Agenda Packet Page 536 2 AGREEMENT: NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants and agreements herein contained, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS; PRINCIPLES OF CONSTRUCTION Section 1.1.Specific Definitions. For all purposes of this Borrower Loan Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a)Unless specifically defined herein, all capitalized terms shall have the meanings ascribed thereto in the Security Instrument or, if not defined in the Security Instrument, in the Funding Loan Agreement. (b)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 GAAP. (c)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. (d)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. (e)Unless otherwise specified, (i)all references to sections and schedules are to those in this Borrower Loan Agreement, (ii)the words “hereof,” “herein” and “hereunder” and words of similar import referto this Borrower Loan Agreement as a whole and not to any particular provision, (iii)all definitions are equally applicable to the singular and plural forms of the terms defined and (iv)the word “including” means “including but not limited to.” Section 1.2.Definitions. The following terms, when used in this Borrower Loan Agreement (including when used in the above recitals), shall have the following meanings: “Act” shall have the meaning given to it in the recitals to this Borrower Loan Agreement. “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 aninvoluntary proceeding, such proceeding is not dismissed within ninety (90) days after the commencement thereof. “ADA” shall have the meaning set forth in Section4.1.38 hereof. “Additional Borrower Payments” shall mean the payments payable pursuant to Section2.5 (Additional Borrower Payments), Section2.6 (Overdue Payments; Payments in Default), Section3.3.3 of the Construction Funding Agreement (Borrower Loan in Balance), Section5.14 (Expenses), and Section10 of the Borrower Note (Voluntary and Involuntary Prepayments). 2016-03-08 Agenda Packet Page 537 3 “Administrative General Partner” shall mean CICFStreet Family, LLC, a California limited liability company. “Agreement of Environmental Indemnification” shall mean the Agreement of Environmental Indemnification, of even date herewith, executed by the Borrower and Guarantor for the benefit of the Beneficiary Parties, the Servicer, any lawful holder, owner or pledgee of the Borrower Note, and their respective successors and assigns. “Appraisal” shall mean an appraisal of the Project andImprovements, which appraisal shall be (i)performed by a qualified appraiser licensed in the State selected by Funding Lender, and (ii)satisfactory to Funding Lender (including, without limitation, as adjusted pursuant to any internal review thereof by Funding Lender) in all respects. “Architect” shall mean any licensed architect, space planner or design professional that Borrower may engage from time to time, with the approval of Funding Lender, to design any portion of the Improvements, including the preparation of the Plans and Specifications. “Architect’s Agreement” means any agreement that Borrower and any Architect from time to time may execute pursuant to which Borrower engages such Architect to design any portion of the Improvements, including thepreparation of the Plans and Specifications, as approved by Funding Lender. “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 Governmental Lender, the Funding Lender, the Fiscal Agent 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. “Bankruptcy Code” shall mean the United State Bankruptcy Reform Act of 1978, as amended from time to time, or any substitute or replacement legislation. “Bankruptcy Event” shall have the meaning given to that term in the Security Instrument. “Bankruptcy Proceeding”shall have the meaning set forth in Section4.1.8 hereof. “Beneficiary Parties” shall mean, collectively, the Funding Lender and the Governmental Lender. “Borrower” shall have the meaning set forth in the recitals to this Borrower Loan Agreement. “Borrower Affiliate” means, as to the Borrower, its general partner or the Guarantor, (i)any entity that directly or indirectly owns, controls, or holds with power to vote, 20 percent or more of the outstanding voting securities of Borrower, its general partner or the Guarantor, (ii)any corporation 20 percent or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by the Borrower, its general partner or the Guarantor, (iii)any partner of Borrower, its general partner or the Guarantor, or (iv)any other person that is related (to the third degree of consanguinity) by blood or marriage to the Borrower, its general partner or the Guarantor (to the extent any of the Borrower, its general partner orthe Guarantor is a natural person). 2016-03-08 Agenda Packet Page 538 4 “Borrower Controlling Entity” shall mean the general partner of the Borrower. “Borrower Deferred Equity” shall mean the Equity Contributions to be made by the Equity Investor to Borrower pursuant to the Partnership Agreement other than Borrower Initial Equity, in accordance with the following schedule (subject to adjustments as contained in the Borrower’s Partnership Agreement): Amount Date Closing Date [$11,070,916]January1, 2018, or such later date as “Stabilized Operations” are achieved, as such term is defined and as otherwise provided in the Partnership Agreement [251,612][the date on which the IRS Form 8609 has been submitted] $Total “Borrower Initial Equity” shall mean an initial installment of the Equity Contributions made to Borrower by the Equity Investor in an amount of at least [$1,258,059](net of a $35,000 due diligence fee) to be made on or prior to the Closing Date. “Borrower Loan” shall mean the mortgage loan made by the Governmental Lender to the Borrower pursuant to this Borrower Loan Agreement, in the maximum principal amount of the Borrower Loan Amount, as evidenced by the Borrower Note. “Borrower Loan Agreement” shall mean this Borrower Loan Agreement. “Borrower Loan Amount” shall mean $______________, the maximum principal amount of the Borrower Note. “Borrower Loan Documents” shall mean this Borrower Loan Agreement, the Construction Funding Agreement, the Borrower Notes, the Security Instrument, the Agreement of Environmental Indemnification, the Replacement Reserve Agreement, the Guaranty, the Contingency Draw Down Agreement, and all other documents or agreements evidencing or relating to the Borrower Loan. “Borrower Loan Payment Date” shall mean (i)the date upon which regularly scheduled Borrower Loan Payments are due pursuant toone or both ofthe Borrower Notes, or (ii)any other date onwhichone or both ofthe Borrower Notesis prepaid or paid, whether at the scheduled maturity or upon the acceleration of the maturity thereof. “Borrower Loan Payments” shall mean the monthly loan payments payable pursuant to the Borrower Note. “Borrower Loan Proceeds” shall mean proceeds of the Borrower Loan, to be disbursed in accordance with Section2.10 of this Borrower Loan Agreement and the Construction Funding Agreement. “Borrower Note Series 2016A-1”shall mean that certain Multifamily Note dated as of the Closing Date in the maximum principal amount of $__________ made by Borrower and payable to 2016-03-08 Agenda Packet Page 539 5 Governmental Lender, as endorsed and assigned to the Funding Lender, as it may be amended, supplemented or replaced from time to time. “Borrower Note Taxable Series 2016A-2”shall mean that certain Multifamily Note dated as of the Closing Date in the maximum principal amount of $__________ made by Borrower and payable to Governmental Lender, as endorsed and assigned to the Funding Lender, as it may be amended, supplemented orreplaced from time to time. “Borrower Notes”shall mean, collectively, the Borrower Note Series 2016A-1 and the Borrower Note Taxable Series 2016A-2; and a “Borrower Note” shall mean one of such Borrower Notes. “Borrower Payment Obligations” shall mean all payment obligations of the Borrower under the Borrower Loan Documents, including, but not limited to, the Borrower Loan Payments and the Additional Borrower Payments. “Business Day” shall mean any day other than (i)a Saturday or Sunday, or (ii)a day on which the Fiscal Agent or federally insured depository institutions in New York, New York are authorized or obligated by law, regulation, governmental decree or executive order to be closed. “Calculation Period” shall mean three (3) consecutive full Calendar Months occurring prior to the Conversion Date, as the same may be extended in accordance with Section3.1 hereof. “Calendar Month” shall mean each of the twelve (12) calendar months of the year. “CC&R’s” shall mean any covenants, conditions, restrictions, maintenance agreements or reciprocal easement agreements affecting the Project or the Mortgaged Property. “Closing Date” means March__, 2016, the date that the initial Borrower Loan Proceeds are disbursed hereunder. “Code” shall mean the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. “Collateral” shall mean all collateral described in (i)this Borrower Loan Agreement (including, without limitation, all property in which the Funding Lender is granted a security interest pursuant to any provision of this Borrower Loan Agreement), (ii)the Security Instrument, or (iii)any other Security Document, which Collateral shall include the Project, all of which collateral is pledged and assigned to Funding Lender under the Funding Loan Agreement to secure the Funding Loan. “Completion” shall have the meaning set forth in Section5.25. “Completion Date” shall mean [March1, 2019]. “Computation Date” shall have the meaning ascribed thereto in Section1.148 3(e) of the Regulations. 2016-03-08 Agenda Packet Page 540 6 “Condemnation” shall mean any action or proceeding or notice relating to any proposed or actual condemnation or other taking, or conveyance in lieu thereof, of all or any part of the Project, whether direct or indirect. “Conditions to Conversion” shall have the meaning ascribed thereto in the Construction Funding Agreement. “Construction Consultant” shall mean a third-party architect or engineer selected and retained by Funding Lender, at the cost and expense of Borrower, to monitor the progress of construction of the Project and to inspect the Improvements to confirm compliance with this Borrower Loan Agreement. “Construction Contract” shall mean any agreement that Borrower and any Contractor from time to time may execute pursuant to which Borrower engages the Contractor to construct any portion of the Improvements, as approved by Funding Lender. “Construction Funding Agreement” means that certain Construction Funding Agreement of even date herewith, between the Funding Lender, as agent for the Governmental Lender, and Borrower, pursuant to which the Borrower Loan will be advanced by the Funding Lender (or the Servicer on its behalf), as agent of the Governmental Lender, to the Borrower and setting forth certain provisions relating to disbursement of the Borrower Loanduring construction, insurance and other matters, as such agreement may be amended, modified, supplemented and replaced from time to time. “Construction Schedule” shall mean a schedule of construction progress with the anticipated commencement and completion dates of each phase of construction and the anticipated date and amounts of each Disbursement for the same, as approved by Funding Lender, as assignee of the Governmental Lender. “Contingency Draw-Down Agreement” means the Contingency Draw-Down Agreement of even date herewith, between the Funding Lender and the Borrower relating to possible conversion of theportion of theFunding Loanevidenced by the Tax-Exempt Governmental Lender Notefrom a draw down loan to a fully funded loan. “Continuing Disclosure Agreement” shall mean that certain Continuing Disclosure Agreement of even date herewith, between the Borrower and the Funding Lender, pursuant to which the Borrower agrees to provide certain information with respect to the Project, the Borrower and the Funding Loan subsequent to the Closing Date, as amended, supplemented or restated from time to time. “Contractor” shall mean any licensed general contractor or subcontractor that Borrower may directly engage from time to time, with the approval of FundingLender, to construct and/or rehabilitate any portion of the Improvements. “Contractual Obligation” shall mean, for any Person, any debt or equity security issued by that Person, and any indenture, mortgage, deed of trust, contract, undertaking, instrumentor agreement (written or oral) to which such Person is a party or by which it is bound, or to which it or any of its assets is subject. 2016-03-08 Agenda Packet Page 541 7 “Conversion” shall mean Funding Lender’s determination that the Conditions to Conversion have been satisfied in accordance with the provisions of this Borrower Loan Agreement and the Construction Funding Agreement. “Conversion Date” shall mean the date to be designated by Funding Lender once the Conditions to Conversion have been satisfied, the determination of the Permanent Period Amount has been made and any loan balancing payments in accordance with Section3.3 hereof and the Construction Funding Agreement have been made. The Conversion Date must occur no later than the Outside Conversion Date. “Cost Breakdown” shall mean the schedule of costs for the Improvements, as set forth in the Construction Funding Agreement and as the same may be amended from time to time with Funding Lender’s consent. “Costs of Funding” shall mean the Governmental Lender’s Closing Fee and the fees, costs, expenses and other charges incurred in connection with the funding of the Borrower Loan and the Funding Loan, the negotiation and preparation of this Borrower Loan Agreement and each of the other Borrower Loan Documents and Funding Loan Documents and shall include, but shall not be limited to, the following: (i)counsel fees (including but not limited toTax Counsel, counsel to the Governmental Lender, Borrower’s counsel, and Funding Lender’s counsel); (ii)financial advisor fees incurred in connection with the closing of the Borrower Loan and the Funding Loan; (iii)certifying and authenticating agent fees and expenses related to funding of the Funding Loan; (iv)printing costs (for any preliminary and final offering materials relating to the Funding Loan); (v)any recording fees; (vi)any additional fees charged by the Governmental Lender or the Fiscal Agent; and (vii)costs incurred in connection with the required public notices generally and costs of the public hearing. “Costs of Funding Deposit” shall mean the amount required to be deposited by the Borrower with the First American Title Company to pay Costs of Funding in connection with the closing of the Borrower Loan and the Funding Loan on the Closing Date. “Cost of Improvements” shall mean the costs for the Improvements, as set forth on the Cost Breakdown. “Credit Enhancer” shall mean a government sponsored enterprise that at any time, directly or indirectly, purchases the Borrower Loan or provides credit enhancement with respect to the Borrower Loan. “Date of Disbursement” shall mean the date of a Disbursement. “Day” or “Days” shall mean calendar days unless expressly stated to be Business Days. “Debt” shall mean, as to any Person, any of such Person’s liabilities, including all indebtedness (whether recourse and nonrecourse, short term and long term, direct and contingent), all committed and unfunded liabilities, and all unfunded liabilities, that would appear upon a balance sheet of such Person prepared in accordance with GAAP. “Default Rate” shall have the meaning given to that term in the Borrower Note. “Determination of Taxability” shall mean (i)a determination by the Commissioner or any District Director of the Internal Revenue Service, (ii)a private ruling or Technical Advice 2016-03-08 Agenda Packet Page 542 8 Memorandum concerning the Tax-Exempt Governmental Lender Note issued by the National Office of the Internal Revenue Service in which Governmental Lender and Borrower were afforded the opportunity to participate, (iii)a determination by any court of competent jurisdiction, (iv)the enactment of legislation or (v)receipt by the Funding Lender, at the request of the Governmental Lender, the Borrower or the Funding Lender, of an opinion of Tax Counsel, in each case to the effect that the interest on theTax-ExemptGovernmental Lender Note is includable in gross income for federal income tax purposes of any holder or any former holder of all or a portion of the Governmental Lender Note, other than a holder who is a “substantial user” of the Project or a “related person” (as such terms are defined in Section147(a) of the Code); provided, however, that no such Determination of Taxability under clause (i) or (iii) shall be deemed to have occurred if the Governmental Lender (at the sole expense of the Borrower), the Funding Lender (at the sole expense of the Borrower) or the Borrower is contesting such determination, has elected tocontest such determination in good faith and is proceeding with all applicable dispatch to prosecute such contest until the earliest of (a)a final determination from which no appeal may be taken with respect to such determination, (b)abandonment of suchappeal by the Governmental Lender or the Borrower, as the case may be, or (c)one year from the date of initial determination. “Developer Fee” shall mean the fees and/or compensation payable to ARES Affordable Services, LLC, a California limited liabilitycompany, pursuant to the Development Agreement dated as of March1, 2016between Borrower and such entity, which fees and/or compensation shall not be paid prior to the Conversion Date except as otherwise permitted pursuant to Section6.13(b). “Disbursement” means a disbursement of Borrower Loan Proceeds and Other Borrower Moneys pursuant to this Borrower Loan Agreement. “Engineer” shall mean any licensed civil, structural, mechanical, electrical, soils, environmental or other engineer that Borrower may engage from time to time, with the approval of Funding Lender, to perform any engineering services with respect to any portion of the Improvements. “Engineer’s Contract” shall mean any agreement that Borrower and any Engineer from time to time may execute pursuant to which Borrower engages such Engineer to perform any engineering services with respect to any portion of the Improvements, as approved by Funding Lender. “Equipment” shall have the meaning given to the term “Personalty” in the Security Instrument. “Equity Contributions” shall mean the equity to be contributed by the Equity Investor to Borrower, in accordance with and subject to the terms of the Partnership Agreement. “Equity Investor” shall meanRaymond James California Housing Opportunity Fund V L.L.C., a Florida limited liability company, and its affiliates, successors and assigns. “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, 2016-03-08 Agenda Packet Page 543 9 together with the Borrower, are treated as a single employer under any or allof Section414(b), (c), (m) or (o) of the Code. “Event of Default” shall mean any Event of Default set forth in Section8.1 of this Borrower Loan Agreement. An Event of Default shall “exist” if a Potential Default shall have occurred and be continuing beyond any applicable cure period. “Excess Revenues” shall have the meaning ascribed thereto in Section2.2(e) hereof. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. “Expenses of the Project” shall mean, for any period, the current expenses, paid or accrued, for the operation, maintenance and current repair of the Project, as calculated in accordance with GAAP, and shall include, without limiting the generality of the foregoing, salaries, wages, employee benefits, cost of materialsand supplies, costs of routine repairs, renewals, replacements and alterations occurring in the usual course of business, costs and expenses properly designated as capital expenditures (e.g. repairs which would not be payable from amounts on deposit in a repair and replacement fund held pursuant to the Borrower Loan Documents), a management fee (however characterized) not to exceed $55.00 per unit per month, costs of billings and collections, costs of insurance, and costs of audits. Expenses of the Project shall not include any payments, however characterized, on account of any subordinate financing in respect of the Project or other indebtedness, allowance for depreciation, amortization or other non-cash items, gains and losses or prepaid expenses not customarily prepaid. “Extended Outside Conversion Date” shall have the meaning set forth in the Construction Funding Agreement. “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 Section1273 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 investmentis 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)the investment is an interest in any commingled investment fund in which the Governmental Lender 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. “Fiscal Agent” shall mean the Fiscal Agent from time to time under and pursuant to the Funding Loan Agreement. Initially, the Fiscal Agent is U.S. Bank National Association. “Funding Lender” shall mean Citibank, N.A., a national banking association, in its capacity as lender under the Funding Loan. 2016-03-08 Agenda Packet Page 544 10 “Funding Loan” means the Funding Loan in the maximum principal amount of $______________made by Funding Lender to Governmental Lender under the Funding Loan Agreement, the proceeds of which are used by the Governmental Lender to make the Borrower Loan. “Funding Loan Agreement” means the Funding Loan Agreement, of even date herewith, among the Governmental Lender, the Fiscal Agent and the Funding Lender, as it may from time to time be supplemented, modified or amended by one or more amendments or other instruments supplemental thereto entered into pursuant to the applicable provisions thereof. “Funding Loan Documents” shall have the meaning given to that term in the Funding Loan Agreement. “GAAP” shall meangenerally accepted accounting principles as in effect on the date of the application thereof and consistently applied throughout the periods covered by the applicable financial statements. “General Partner” shall mean, collectively, (i)the AdministrativeGeneral Partner, (ii)the Managing General Partner, and/or (iii)any other Person that the partners of the Borrower, with the prior written approval of the Funding Lender (or as otherwise permitted with the Funding Lender’s approval pursuant to the Borrower Loan Documents), selected to be a general partner of the Borrower. “Governmental Authority” shall mean (i)any governmental municipality or political subdivision thereof, (ii)any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body, or (iii)any court, administrative tribunal or public utility, agency, commission, office or authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, cityor otherwise), now or hereafter in existence. “Governmental Lender” shall have the meaning set forth in the recitals to this Borrower Loan Agreement. “Governmental Lender Note Series 2016A-1”shall mean that certain Chula Vista Housing Authority Multifamily Housing Revenue Note (Duetta Apartment Homes) Series 2016A-1, dated the Closing Date, in the original maximum principal amount of $__________, made by the Governmental Lender and payable to the Funding Lender, as executed by the Governmental Lender on the Closing Date and as it may thereafter be amended or supplemented from time to time. “Governmental Lender Note Taxable Series 2016A-2”shall mean that certain Chula Vista Housing Authority Multifamily Housing Revenue Note (Duetta Apartment Homes) TaxableSeries 2016A-2, dated the Closing Date, in the original maximum principal amount of $______, made by the Governmental Lender and payable to the Funding Lender, as executed by the Governmental Lender on the Closing Date and as it may thereafter be amended or supplemented from time to time. “Governmental Lender Notes”shall mean, collectively, the Governmental Lender Note Series 2016A-1 and the Governmental Lender Note Taxable Series 2016A-2; and a “Governmental Lender Note” shall mean one of such Governmental Lender Notes. 2016-03-08 Agenda Packet Page 545 11 “Governmental Lender’s Closing Fee” shall mean the administrative fees of the Governmental Lender payable on the Closing Date, as specified in the definition of “Governmental Lender Fee” in the Regulatory Agreement. The Governmental Lender’s Closing Fee is payable to the Governmental Lender on the Closing Date pursuant to Section2.3(c)(iii) hereof. “Gross Income” shall mean all receipts, revenues, income and other moneys received or collected by or on behalf of Borrower and derived from the ownership or operation of the Project, if any, and all rights to receive the same, whether in the form of accounts, accounts receivable, contract rights or other rights, and the proceeds of such rights, and whether now owned or held or hereafter coming into existence and proceeds received upon the foreclosure saleof the Project. Gross Income shall not include loan proceeds, equity or capital contributions, or tenant security deposits being held by Borrower in accordance with applicable law. “Gross Proceeds” shall mean, without duplication, the aggregate of: (a)the net amount (after payment of all expenses of originating the Funding Loan) of Funding Loan proceeds received by the Governmental Lender as a result of the origination of the Funding Loan; (b)all amounts received by the Governmental Lender as a result of the investment of the Funding Loan proceeds; (c)any amounts held in any fund or account to the extent that the Governmental Lender reasonably expects to use the amounts in such fund to pay any portion of the Funding Loan; and (d)any securities or obligations pledged by the Governmental Lender or by the Borrower as security for the payment of any portion of the Funding Loan. “Guarantor” shall mean Chelsea Investment Corporation, a California corporation and, prior to the Conversion Date, Emmerson Construction, Inc., a California corporation. “Guaranty” shall mean, collectively, the Completion and Repayment Guaranty and the Exceptions to Non-Recourse Guaranty, each of even date herewith and each by Chelsea Investment Corporation, a California corporation,for the benefit of the Beneficiary Parties(as defined therein), and the Completion Guaranty of even date herewith by Emmerson Construction, Inc., a California corporation,for the benefit of the Beneficiary Parties(as defined therein). “Improvements” shall mean the 86-unitplus one manager unitmultifamily residential rental project to be constructed upon the Land and known as“Duetta Apartment Homes”, and all other buildings, structures, fixtures, wiring, systems, equipment and other improvements and personal property to be constructed and/or installed at or on the Land in accordance with the Cost Breakdown and the Plans and Specifications. “Indemnified Party” shall have the meaning set forth in Section5.15 hereof. “Installment Computation Date” shall mean any Computation Date other than the first Computation Date or the final Computation Date. 2016-03-08 Agenda Packet Page 546 12 “Interest Rate” shall mean, with respect to a Borrower Note,the rate of interest accruing on the Borrower Loan pursuant to such Borrower Note. “Interim Phase Amount” shall mean $______________. “Junior Bonds” shall mean the subordinate bonds issued by the Governmental Lender under the Junior Indenture in the aggregate principal amount of not to exceed $725,000. “Junior Indenture” shall mean the Junior Indenture ofTrust, by and between the Governmental Lender and the Junior Trustee, dated as of March1, 2016, pursuant to which the Junior Bonds shall be issued. “Junior Loan” shall mean the loan of the proceeds of the Junior Bonds by the Governmental Lender to the Borrower pursuant to the Junior Loan Agreement. “Junior Loan Agreement” shall mean the Junior Loan Agreement, by and among the Governmental Lender, the Junior Trustee and the Borrower, dated as of March1, 2016, pursuant to which the Junior Loan is made to the Borrower. “Junior Trustee” shall mean U.S. Bank National Association, as trustee under the Junior Indenture, and any successor in interest thereto. “Land” means the real property described on Exhibit A to the Security Instrument. “Late Charge” shall mean the amount due and payable as a late charge on overdue payments under the Borrower Note, as provided in Section7 of the Borrower Note and Section2.5 hereof. “Legal Action” shall mean an action, suit, investigation, inquiry, proceeding or arbitration at law or in equity or before or by any foreign or domestic court, arbitrator or other Governmental Authority. “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 (including the Project) or the construction, 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. “Liabilities” shall have the meaning set forth in Section5.15 hereof. “Licenses” shall have the meaning set forth in Section4.1.22 hereof. “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, deed to secure debt, assignment, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. The term “Lien” shall 2016-03-08 Agenda Packet Page 547 13 include reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other title exceptions and encumbrances affecting the Project. “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 the Funding Lender in accordance with the terms of the Security Instrument, this Borrower Loan Agreement or any of the other Borrower Loan Documents. “Managing General Partner” shall meanPacific Southwest Community Development Corporation, a California non-profit public benefit corporation, as managing general partner of the Borrower. “Material Adverse Change” means any set of circumstances or events which (a)has or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of this Borrower Loan Agreement or any other Borrower Loan Document; (b)is or could reasonably be expected to be material and adverse to the business, properties, assets, financial condition, results of operations of the Borrower, General Partner, Guarantor or the Mortgaged Property; (c)could reasonably be expected to impair materially the ability of the Borrower, General Partner or Guarantor to duly and punctually pay or perform any of their respective obligations under any of the Borrower Loan Documents to which they are a party; or (d)impairs materially or could reasonably be expected to impair materially any rights of or benefits available to the Governmental Lender under this Borrower Loan Agreement or any other Borrower Loan Document, including, without limitation, the ability of Governmental Lender or, upon the assignment of the Borrower Loan to it, of the Funding Lender, to the extent permitted, to enforce its legal remedies pursuant to this Borrower Loan Agreement or any otherBorrower Loan Document. “Moody’s” shall mean Moody’s Investors Service, Inc., or its successor. “Mortgaged Property” shall have the meaning given to that term in the Security Instrument. “Net Operating Income” shall mean: (i)the Gross Income, less (ii)the Expenses of the Project. “Nonpurpose Investment” shall mean any investment property (as defined in Section148(b) of the Code) that is acquired with the Gross Proceeds of the Funding Loan and which is not acquired to carry out the governmental purpose of the Funding Loan. “Ongoing Governmental Lender Fee” shall mean the ongoing portion of the Governmental Lender Fee (as that term is defined in the Regulatory Agreement) that is payable after the Closing Date. “Other Borrower Moneys” shall mean monies of Borrower other than Borrower Loan Proceeds and includes, but is not limited to, the Subordinate Debt, Net Operating Income, the Borrower’s Equity Contributions and any other funds contributed by or loaned to the Borrower for application to the Costs of theImprovements or other costs associated with the Project. 2016-03-08 Agenda Packet Page 548 14 “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 set forth in the Construction Funding Agreement. “Partnership Agreement” shall mean that certain Amended and Restated Agreement of Limited Partnership of the Borrower dated as of March1, 2016, as the same may be amended, restated or modified from time to time in accordance with its terms. “Patriot Act” shall mean the Uniting and Strengthening America byProviding Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT ACT) of 2001, as the same may be amended from time to time, and corresponding provisions of future laws. “Patriot Act Offense” shall have the meaning set forth in Section4.1.48 hereof. “Permanent Period” shall mean the period of time from the Conversion Date to the Maturity Date (as defined in the Funding Loan Agreement). “Permanent Period Amount” shall mean the principal amount of the Borrower Loan as of the firstday of the Permanent Period following the applicable calculation provided for in the Construction Funding Agreement. “Permitted Encumbrances” shall have the meaning given to that term in the Security Instrument. “Permitted Lease” shall mean a lease and occupancy agreement pursuant to the form approved by Funding Lender, to a residential tenant in compliance with the Legal Requirements, providing for an initial term of not less than six (6) months nor more than two (2) years. “Person” shall mean a natural person, a partnership, a joint venture, an unincorporated association, a limited liability company, a corporation, a trust, any other legal entity, or any Governmental Authority. “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 Section302 of ERISA or Section412 of the Code. “Plans and Specifications” shall mean the plans and specifications, and all approved changes thereto pursuant to the approval process set forth in the Construction Funding Agreement, for the construction of the Project approved by Funding Lender. “Potential Default” shall mean the occurrence of an event that, under this Borrower Loan Agreement or any other Borrower Loan Document, would, but for the giving of notice or passage of time, or both, be an Event of Default. 2016-03-08 Agenda Packet Page 549 15 “Prepayment Premium” shall mean any premium payable by the Borrower pursuant to the Borrower Loan Documents in connection with a prepayment of the Borrower Note (including any prepayment premium as set forth in the Borrower Note). “Project” shall mean the Mortgaged Property (as defined in the Security Instrument) and Improvements thereon owned by the Borrower and encumbered by the Security Instrument, together with all rights pertaining to such real property and Improvements, as more particularly described in the Granting Clauses of the Security Instrument and referred to therein as the “Mortgaged Property.” “Project Agreements and Licenses” shall mean any and all Construction Contracts, Engineer’s Contracts and Management Agreements, and all other rights, licenses, permits, franchises, authorizations, approvals and agreements relating to use, occupancy, operation or leasing of the Project or the Mortgaged Property. “Provided Information” shall have the meaning set forth in Section9.1.1 (a) hereof. “Qualified Project Costs” shall have the meaning given to it in the Regulatory Agreement. “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 theportion of theFunding Loanevidenced by the Tax-Exempt Governmental Lender Note. “Rebate Analyst” shall mean the rebate analyst selected by the Borrower and acceptable to the Governmental Lender and the Funding Lender. “Rebate Analyst’s Fee” shall mean the annual fee of the Rebate Analyst payable by the Borrower to the Rebate Analyst. “Rebate Fund” shall mean the Rebate Fund created pursuant to Section5.35 hereof. “Related Documents” shall mean, collectively, any agreement or other document (other than the Borrower Loan Documents) granting a security interest (including each agreement that is the subject of any Borrower Loan Document), and any other agreement, instrument or other document (not constituting a Borrower Loan Document) relating to or executed in connection with the transactions contemplated by this Borrower Loan Agreement, but excluding the Partnership Agreement. “Replacement Reserve Agreement” shall mean the Replacement Reserve Agreement, of even date herewith, between the Borrower and the Funding Lender, as the same maybe amended, restated or supplemented from time to time. “Replacement Reserve Fund Requirement” means Borrower’s funding obligations from time to time under the Replacement Reserve Agreement. “Retainage” shall mean, except as otherwise required in Section 3.13 of the Construction Funding Agreement for each Construction Contract, (a)prior to the Project being fifty percent (50%) completed, as determined by the Funding Lender, the greater of (i)ten percent (10%) of all amounts required to be paid by a Contractor under the Construction Contract and (ii)the actual retainage required under such Construction Contract, which shall be released upon satisfaction of the 2016-03-08 Agenda Packet Page 550 16 conditions set forth in Section3.13 of the Construction Funding Agreement and, (b)after the Project is fifty percent (50%) completed, as determined by the Funding Lender, 0%. “Review Fee” shall mean the three thousand dollar ($3,000) fee payable to Funding Lender in connection with the review of requests from the Borrower in connection with events requiring the consent and/or approval of the Funding Lender, including, but not limited to, subordinate financings and easements. “Secondary Market Disclosure Document” shall have the meaning set forth in Section 9.1.2 hereof. “Secondary Market Transaction” shall have the meaning set forth in Section9.1.1 hereof. “Securities” shall have the meaning set forth in Section9.1.1 hereof. “Securities Act” shall mean the Securities Act of 1933, as amended. “Security Documents” shall mean the Security Instrument, the Replacement Reserve Agreement, the Collateral Agreements and the Collateral Assignments (as such terms are defined in the Security Instrument), this Borrower Loan Agreement, the Agreement of Environmental Indemnification, and such other security instruments that Funding Lender may reasonably request. “Security Instrument” shall have the meaning set forth in the recitals to this Borrower Loan Agreement. “Seller” means SLF IV Millenia LLC, a Delawarelimited liability company. “Servicer” shall mean the Servicer contracting with or appointed by the Funding Lender to service the Borrower Loan. The initial Servicer shall be Citibank, N.A. “Servicing Agreement” shall mean any servicing agreement or master servicing agreement, among the Servicer and the Funding Lender relating to the servicing of the Borrower Loan and any amendments thereto or any replacement thereof. “Standard & Poor’s” or “S&P” shall mean Standard & Poor’s Ratings Services, a division of McGraw Hill Financial, Inc., or its successors. “State”shall mean the State in which the Project is located. “Subordinate Debt” shall mean, collectively, the subordinate loans to Borrower being made by Subordinate Lenders as of the Closing Date pursuant to the Subordinate Loan Documents. “Subordinate Lenders”shall mean, collectively,(i)theChula Vista Housing Authority (with respect to the Junior Loan), (ii) the Seller with respect to a loan in the amount of $4,657,589 to Borrower, (iii) the City of Chula Vista with respect to the City’s Fee Deferral Loan in the amount of $907.514 ot Borrower, the City’s Low-Mod Loan in the amount of $1,268,000 to Borrowr, and the City’s HOME Loan in the amount of $800,000 to Borrower, and (iv) Citibank, N.A. in connection with its $860,000 subordinate loan to Borrower. 2016-03-08 Agenda Packet Page 551 17 “Subordinate Loan Documents” shall mean, collectively, all instruments, agreements and other documents evidencing, securing or otherwise relating to the Subordinate Debt or executed and delivered by Borrower and/or a Subordinate Lender in connection with the Subordinate Debt. “Substantial Completion Date” means the date that is three (3) months prior to the Completion Date. “Substantially Complete” or “Substantially Completed” means the Funding Lender has determined that construction or rehabilitation, as the case may be, of the Improvements is sufficiently complete such that the Improvements can be occupied by tenants as a multifamily residential rental project. “Tax Counsel” shall have the meaning set forth in the Funding Loan Agreement. “Taxable Governmental Lender Note”shall mean the Governmental Lender Note Taxable Series 2016A-2. “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 Governmental Lender Note”shall mean the Governmental Lender Note Series 2016A-1. “Term” shall mean the term of this Borrower Loan Agreement pursuant to Section10.14. “Title Company” means First American Title Insurance Company. “Title Insurance Policy” shall mean the mortgagee title insurance policy, in form acceptable to the Funding Lender, issued with respect to the Mortgaged Property and insuring the lien of the Security Instrument. “Transfer” shall have the meaning given to that term in the Security Instrument. “UCC” shall mean the Uniform Commercial Code as in effect in the State. “Unassigned Rights” shall have the meaning set forth in the Funding Loan Agreement. “Unit” shall mean a residential apartment unit within the Improvements. “Written Consent” and “Written Notice” shall mean a written consent or notice signed by an Authorized Borrower Representative or an authorized representative of the Governmental Lender or the Funding Lender, as appropriate. ARTICLE II GENERAL Section 2.1.Origination of Borrower Loan. In order to provide funds for the purposes provided herein, the Governmental Lender agrees that it will, in accordance with the Act, enter into the Funding Loan Agreement and accept the Funding Loan from the Funding Lender. The proceeds 2016-03-08 Agenda Packet Page 552 18 of the Funding Loan shall be advanced by the Funding Lender and disbursed by the Fiscal Agent to the Borrower in accordance with the terms of the Construction Funding Agreement and this Borrower Loan Agreement; provided that the first such disbursement on the Closing Date shall be made by the Fiscal Agent as specified in Section7.7(a) of the Funding Loan Agreement. The Governmental Lender hereby appoints the Funding Lender as its agent with full authority and power to act on its behalf to disburse theBorrower Loan for the account of the Governmental Lender, to take certain actions and exercise certain remedies with respect to the Borrower Loan, and for the other purposes set forth in this Borrower Loan Agreement and to do all other acts necessary or incidental to the performance and execution thereof. This appointment is coupled with an interest and is irrevocable except as expressly set forth herein. Accordingly, references to the rights of the Funding Lender to take actions under this Borrower LoanAgreement shall refer to Funding Lender in its role as agent of the Governmental Lender. The Funding Lender may designate Servicer to fulfill the rights and responsibilities granted by Governmental Lender to Funding Lender pursuant to this Section2.1. Notwithstanding the foregoing, disbursements of the Borrower Loan shall be made from the Project Fund held by the Fiscal Agent pursuant to the Funding Loan Agreement. Section 2.2.Security for the Funding Loan. (a)As security for the Funding Loan, the Governmental Lender has pledged and assigned to the Funding Lender under and pursuant to the Funding Loan Agreement (a)the Borrower Note and all of its right, title and interest in and to this Borrower Loan Agreement and the Borrower Loan Documents (except for the UnassignedRights) and all revenues and receipts therefrom and the security therefor (including the Security Instrument) and (b)the amounts on deposit from time to time in any and all funds established under the Funding Loan Agreement. All revenues and assets pledged and assigned thereby shall immediately be subject to the lien of such pledge without any physical delivery thereof or any further act, except in the case of the Borrower Note, which shall be delivered to the Funding Lender. The Borrower hereby acknowledges and consents to such assignment to the Funding Lender. (b)With respect to the Unassigned Rights, subject to the limitations set forth in this Section2.2, the Governmental Lender may: (i)Tax Covenants. Seek specific performance of, and enforce, the tax covenants in Section8.7 of the Funding Loan Agreement, the provisions of the Regulatory Agreement, the Tax Certificate and the covenants of the Borrower in Section5.34 of this Borrower Loan Agreement, and seek injunctive relief against acts which may be inviolation of any of the foregoing covenants, and enforce the Borrower’s obligation under Section5.35 to pay amounts for credit to the Rebate Fund; (ii)Regulatory Agreement. Seek specific performance of the obligations of the Borrower or any other owner of the Project under the Regulatory Agreement and injunctive relief against acts which may be in violation of the Regulatory Agreement or otherwise in accordance with the provisions of the Regulatory Agreement; provided, however, that the Governmental Lender may enforce any right it may have under the Regulatory Agreement for monetary damages only against Excess Revenues (defined below), if any, of the Borrower, unless Funding Lender otherwise specifically consents in writing to the use of other funds; and 2016-03-08 Agenda Packet Page 553 19 (iii)Reserved Rights. Take whatever action at law or in equity which appears necessary or desirable to enforce the other Unassigned Rights, provided, however, that the Governmental Lender or any person under its control may only enforce any right it may have for monetary damages against Excess Revenues, if any, of the Borrower, unless Funding Lender otherwise specifically consents in writing to the enforcement against other funds of the Borrower. (c)In no event shall the Governmental Lender, except at the express written direction of the Funding Lender: (i)prosecute its action to a lien on the Project; or (ii)except in connection with actions under Section2.2(b) above, take any action which may have the effect, directly or indirectly, of impairing the ability of the Borrowerto timely pay the principal of, interest on, or other amounts due under, the Borrower Loan or of causing the Borrower to file a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Borrower under any applicable liquidation, insolvency, bankruptcy, rehabilitation, composition, reorganization, conservation or other similar law in effect now or in the future; or (iii)interfere with the exercise by Funding Lender or Servicer of any of their rights under the Borrower Loan Documents upon the occurrence of an event of default by the Borrower under the Borrower Loan Documents or the Funding Loan Documents; or (iv)take any action to accelerate or otherwise enforce payment or seek other remedies with respect to the Borrower Loan or the Funding Loan. (d)The Governmental Lender shall provide Written Notice to the Funding Lender and the Servicer immediately upon taking any action at law or in equity to exercise any remedy or direct any proceeding under the Borrower Loan Documents or the Funding Loan Documents. (e)As used in this Section2.2, the term “Excess Revenues” means, for any period, the net cash flow of the Borrower available for distribution to shareholders, members or partners (as the case may be) for such period, after the payment ofall interest expense, the amortization of all principal of all indebtedness coming due during such period (whether by maturity, mandatory sinking fund payment, acceleration or otherwise), the payment of all fees, costs and expenses on an occasional or recurring basis in connection with the Borrower Loan or the Funding Loan, the payment of all operating, overhead, ownership and other expenditures of the Borrower directly or indirectly in connection with the Project (whether any such expenditures are current, capital or extraordinary expenditures), and the setting aside of all reserves for taxes, insurance, water and sewer charges or other similar impositions, capital expenditures, repairs and replacements and all other amounts which the Borrower is required to set aside pursuant to agreement, but excluding depreciation and amortization of intangibles. Section 2.3.Loan; Borrower Note; Conditions to Closing. (a)The Funding Loan shall be funded by the Funding Lender (with an initial funding on the Closing Date), and deposited by the Fiscal Agent to the Note Proceeds Account of the Project Fund under the Funding Loan Agreement upon satisfaction of the conditions set forth in the Construction Funding Agreement. Upon funding of the Funding Loan, the Governmental Lender shall be deemed to have made the Borrower Loan to the Borrower in a like principal amount. 2016-03-08 Agenda Packet Page 554 20 Borrower Loan advances and Funding Loan advances shall be allocated first to the Borrower Note Series 2016A-1 and the related Tax-Exempt Governmental Lender Note and, once the foregoing notes have been fully funded, then to the Borrower Note Taxable Series 2016A-2 and the related Taxable Governmental Lender Note. The Borrower Loan shall mature and be payable at the times and in the amounts required under the terms hereof and of the Borrower Note. The proceeds of the Borrower Loan shall be used by the Borrower to pay costs of the acquisition and construction of the Project. The Borrower hereby accepts the Borrower Loan and acknowledges that the Governmental Lender shall causethe Funding Lender to fund the Borrower Loan in the manner set forth herein and in the Funding Loan Agreement. The Governmental Lender acknowledges that the Borrower Loan shall be funded by the Funding Lender to the Fiscal Agent for the account of the Governmental Lender. (b)The Borrower hereby accepts the Borrower Loan. As evidence of its obligation to repay the Borrower Loan, simultaneously with its execution and delivery of this Borrower Loan Agreement, the Borrower hereby agrees to execute and deliver the Borrower Notes. The Borrower Loan shall mature and be payable at the times and in the amounts required under the terms hereof and of the Borrower Notes. (c)Closing of the Borrower Loan on the Closing Date shall be conditioned upon satisfaction or waiver by the Governmental Lender and the Funding Lender, in their sole discretion, of each of the conditions precedent to closing set forth in the Funding Loan Agreement and this Borrower Loan Agreement, including but not limited to the following: (i)evidence of proper recordation of the Security Instrument, an assignment of the Security Instrument from the Governmental Lender to the Funding Lender, the Regulatory Agreement, and each of the other documents specified for recording in instructions delivered to the Title Company by counsel to the Funding Lender (or that such documents have been delivered to an authorized agent of the Title Company for recordation under binding recording instructions from Funding Lender’s counsel or such other counsel as may be acceptableto the Funding Lender); (ii)delivery to the Fiscal Agent or into escrow with the Title Company (or separate escrow company, if applicable) of all amounts required to be paid in connection with the origination of the Borrower Loan and the Funding Loan and any underlying real estate transfers or transactions, including the Costs of Funding Deposit and the Borrower Initial Equity, all as specified in written instructions delivered to the Title Company by counsel to the Funding Lender (or such other counsel as maybe acceptable to the Funding Lender) and/or as specified in a closing memorandum of the Funding Lender; and (iii)payment of all fees payable in connection with the closing of the Borrower Loan including the Governmental Lender’s Closing Fee and the initial fees and expenses of the Fiscal Agent and the Funding Lender. In addition, closing of the Borrower Loan shall be subject to the delivery of an opinion of counsel to the Borrower addressed to the Governmental Lender and the Funding Lender, dated the Closing Date, in form and substance acceptable to Tax Counsel, regarding the due execution by the Borrower of, and the enforceability against the Borrower of, the Borrower Loan Documents. 2016-03-08 Agenda Packet Page 555 21 Section 2.4.Borrower Loan Payments. (a)The Borrower shall make Borrower Loan Payments in accordance with the Borrower Notes. Each Borrower Loan Payment made by the Borrower shall be made in funds immediately available to the Fiscal Agent by 2:00 p.m., New York City time, or, if to the Servicer, by 11:00 a.m., New York City time, on the Borrower Loan Payment Date. Each such payment shall be made to the Fiscal Agent or the Servicer, as applicable, by deposit to such account as the Fiscal Agent or Servicer, as applicable, may designate by Written Notice to the Borrower. Whenever any Borrower Loan Payment shall be stated to be due on a day that is not a Business Day, such payment shall be due on the first Business Day immediately thereafter. In addition, the Borrower shall make Borrower Loan Payments in accordance with the Borrower Notesin the amounts and at the times necessary to make all payments due and payable on the Funding Loan. All payments made by the Borrower hereunder or by the Borrower under the other Borrower Loan Documents, shall be made irrespective of, and without any deduction for, any set-offs or counterclaims, but such payment shall not constitute a waiver of any such set offs or counterclaims. (b)Unless there is no Servicer, payments of principal and interest on the Borrower Notes shall be paid to the Servicer and the Servicer shall then remit such funds to the Fiscal Agent. If there is no Servicer, payments of principal and interest on the Borrower Notesshall be paid directly to the Fiscal Agent. Section 2.5.Additional Borrower Payments. (a)The Borrower shall pay the following amounts: (i)to the Fiscal Agent, the Rebate Amount then due, if any, to be deposited in the Rebate Fund as specified in Section5.35 hereof and the Rebate Analyst’s Fee and any other costs incurred to calculate such Rebate Amount (to the extent such costs are not included in the Borrower Loan Payment); (ii)to the Governmental Lender, on demand, any and all fees, charges, costs, advances, indemnities and expenses, including agent and counsel fees, of the Governmental Lender incurred by the Governmental Lender at any time in connection with the Borrower Loan Documents, the Funding Loan Documents or the Project, including, without limitation, the Ongoing Governmental Lender Fee, counsel fees and expenses incurred in connection with the interpretation, performance, or amendment and all counsel fees and expenses relating to the enforcement of the Borrower Loan Documents or the Funding Loan Documents or any other documents relating to the Project or the Borrower Loan or in connection with questions or other matters arising under such documents or in connection with any federal or state tax audit; (iii)[Reserved]; (iv)all Costs of Funding and fees, charges and expenses, including agent and counsel fees incurred in connection with the origination of the Borrower Loan and the Funding Loan, as and when the same become due; (v)to the Funding Lender, on demand, all charges, costs, advances, indemnities and expenses, including agent and counsel fees, of the Funding Lender incurred by the Funding Lender at any time in connection with the Borrower Loan, the Funding Loan or the Project, 2016-03-08 Agenda Packet Page 556 22 including, without limitation, any Review Fee, reasonable counsel fees and expenses incurred in connection with the interpretation, performance, or amendment and all counsel fees and expenses relating to the enforcement of the Borrower Loan Documents or the Funding Loan Documents or any other documents relating to the Project or the Borrower Loan or in connection with questions or other matters arising under such documents or in connection with any federal or state tax audit; (vi)all Late Charges due and payable under the terms of the Borrower Notesand Section2.6 hereof; provided, however, that all payments made pursuant to this subsection (vi) shall be made to the Servicer, and if there is no Servicer, such payments shall be made to the Funding Lender; and (vii)to the Fiscal Agent, all fees, charges, costs, advances, indemnities and expenses, including agent and counsel fees, of Fiscal Agent incurred under the Borrower Loan Documents or the Funding Loan Documents as and when the same become due. (b)The Borrower shall pay to the party entitled thereto as expressly set forth in this Borrower Loan Agreement or the other Borrower Loan Documents or Funding Loan Documents: (i)all expenses incurred in connection with the enforcement of any rights under this Borrower Loan Agreement or any other Borrower Loan Document, the Regulatory Agreement, or any Funding Loan Document by the Governmental Lender, the Funding Lender, the Fiscal Agent or the Servicer; (ii)all other payments of whatever nature that the Borrowerhas agreed to pay or assume under the provisions of this Borrower Loan Agreement or any other Borrower Loan Document or Funding Loan Document; and (iii)all expenses, costs and fees relating to inspections of the Project required by the Governmental Lender, theFunding Lender, the Fiscal Agent, the Servicer or the Construction Consultant, in accordance with the Borrower Loan Documents or the Funding Loan Documents or to reimburse such parties for such expenses, costs and fees. Section 2.6.Overdue Payments; Payments if Default. If any Borrower Payment Obligation is not paid by or on behalf of the Borrower when due, the Borrower shall pay to the Servicer a Late Charge in the amount and to the extent set forth in the Borrower Notes, if any. Section 2.7.Calculation of Interest Payments andDeposits to Real Estate Related Reserve Funds. The Borrower acknowledges as follows: (a)calculation of all interest payments shall be made by the Funding Lender; (b)deposits with respect to the Taxes and Other Charges shall be calculated by the Servicer or if there is no Servicer, the Funding Lender in accordance with the Security Instrument; and (c)deposits with respect to any replacement reserve funds required by the Funding Lender shall be calculated by the Servicer in accordance with the Replacement Reserve Agreement. In the event and to the extent that the Servicer or the Funding Lender, pursuant to the terms hereof, shall determine at any time that there exists a deficiency in amounts previously owed but not paid with respect to deposits to suchreplacement reserve fund, such deficiency shall be immediately due and payable hereunder following Written Notice to the Borrower. Section 2.8.Grant of Security Interest; Application of Funds. To the extent not inconsistent with the Security Instrument and as security for payment of the Borrower Payment 2016-03-08 Agenda Packet Page 557 23 Obligations and the performance by the Borrower of all other terms, conditions and provisions of the Borrower Loan Documents, the Borrower hereby pledges and assigns to the Fiscal Agent and the Funding Lender, and grants to the Fiscal Agent and the Funding Lender, a security interest in, all the Borrower’s right, title and interest in and to all payments to or moneys held in the funds and accounts created and held by the Fiscal Agent, the Funding Lender or the Servicerfor the Project. This Borrower Loan Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default hereunder, the Fiscal Agent, the Funding Lender and the Servicer shall apply or cause to be applied any sums held by the Fiscal Agent, the Funding Lender and the Servicer with respect to the Project in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion. Section 2.9.Marshalling; Payments Set Aside. The Governmental Lender, the Fiscal Agent and the Funding Lender shall be under no obligation to marshal any assets in favor of the Borrower or any other Person or against or in payment of any or all of the proceeds. To the extent that the Borrower makes a payment or payments or transfers any assets to the Governmental Lender, the Fiscal Agent or the Funding Lender, or the Governmental Lender, the Fiscal Agent or the Funding Lender enforces its liens, and such payment or payments or transfers, or the proceeds of such enforcement or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party in connection with any insolvency proceeding, or otherwise, then: (i)any and all obligations owed to the Governmental Lender, the Fiscal Agent or the Funding Lender and any and all remedies available to the Governmental Lender, the Fiscal Agent or the Funding Lender under the terms of the Borrower Loan Documents and the Funding Loan Documents or in law or equity against the Borrower, Guarantor or General Partner and/or any of their properties shall be automatically revived and reinstated to the extent (and only to the extent) of any recovery permitted under clause (ii) below; and (ii)the Governmental Lender, the Fiscal Agent and the Funding Lender shall be entitled to recover (and shall be entitled to file a proof of claim to obtain such recovery in any applicable bankruptcy, insolvency, receivership or fraudulent conveyance or fraudulent transfer proceeding) either: (x)the amount of payments or the value of the transfer or (y)if the transfer has been undone and the assets returned in whole or in part, the value of the consideration paid to or received by the Borrower for the initial asset transfer, plus in each case any deferred interest from the date of the disgorgement to the date of distribution to the Governmental Lender, the Fiscal Agent or the Funding Lenderin any bankruptcy, insolvency, receivership or fraudulent conveyance or fraudulent transfer proceeding, and any costs and expenses due and owing, including, without limitation, any reasonable attorneys’ fees incurred by the Governmental Lender, the FiscalAgent or the Funding Lender in connection with the exercise by the Governmental Lender, the Fiscal Agent or the Funding Lender of its rights under this Section2.9. Section 2.10.Borrower Loan Disbursements. Proceeds of the Borrower Loan shall be disbursed by the Fiscal Agent upon approval by the Funding Lender, as agent for the Governmental Lender, pursuant to the Construction Funding Agreement, to or for the benefit of the Borrower as provided in Section7.7 of the Funding Loan Agreement. 2016-03-08 Agenda Packet Page 558 24 ARTICLE III CONVERSION Section 3.1.Conversion Dateand Extension of Outside Conversion Date. Borrower shall satisfy each of the Conditions to Conversion and cause the Conversion Date to occur on or before the Outside Conversion Date (including the Extended Outside Conversion Date, if any), as further provided in the Construction Funding Agreement. The failure to satisfy each of the Conditions to Conversion on or before the Outside Conversion Date shall constitute an Event of Default under the Borrower Loan Documents. Section 3.2.Notice From Funding Lender; Funding Lender’s Calculation Final. Following satisfaction of all of the Conditions to Conversion, Funding Lender shall deliver Written Notice to Borrower (with a copy to the Governmental Lender and the Fiscal Agent) of: (i)the Conversion Date, (ii)the amount of the Permanent Period Amount, (iii)any required prepayment of the Borrower Notes(as described below in Section3.3) and (iv)any amendments to the amortization schedule, as applicable. Funding Lender’s calculation of the Permanent Period Amount and any amendments to the amortization of the Borrower Loan shall be, in the absence of manifest error, conclusive and binding on all parties. Section 3.3.Mandatory Prepayment of the Borrower Loan. As further provided in the Construction Funding Agreement, if and to the extent the Permanent Period Amount is less than the Interim Phase Amount, Funding Lender may in its sole discretion require Borrower to make a partial prepayment of the Borrower Loan in an amount equal to the difference between the Interim Phase Amount and thePermanent Period Amount (a “Pre-Conversion Loan Equalization Payment”); provided, however, that if the Permanent Period Amount is less than the Minimum Permanent Period Amount (as defined in the Construction Funding Agreement), then Funding Lender may in its sole discretion require Borrower to prepay the Borrower Loan in full. Any prepayment in full or in part of the Borrower Loan required pursuant to the preceding paragraph shall be subject to a prepayment premium under certain circumstances as more particularly set forth in the Borrower Notes. Section 3.4.Release of Remaining Loan Proceeds. If and to the extent that the Permanent Period Amount is greater than the principal amount of the Borrower Loan which has previously been disbursed to Borrower, Funding Lender shall deliver Written Notice thereof to Borrower (with a copy to the Governmental Lender) on or before the Conversion Date. Within ten (10) business days after delivery of such notice, but in no event later than the Outside Conversion Date, Funding Lender shall advance to the Fiscal Agent, for deposit by the Fiscal Agent to the Note Proceeds Account of the Project Fund under the Funding Loan Agreement, Funding Loan proceeds so that the aggregate principal amount of the Funding Loan and of the Borrower Loan disbursed equals the Permanent Period Amount. Any Borrower Loan proceeds previously disbursed to the Borrower in excess of the Permanent Period Amount shall be paid by Borrower to Fiscal Agent. Section 3.5.No Amendment. Nothing contained in this ArticleIII shall be construed to amend, modify, alter, change or supersede the terms and provisions of the Borrower Notes, Security Instrument, the Construction Funding Agreement or any other Borrower Loan Document and, if there 2016-03-08 Agenda Packet Page 559 25 shall exist a conflict between the terms and provisions of this ArticleIII and those of the Borrower Notes, Security Instrument, the Construction Funding Agreement or other Borrower Loan Documents, then the terms and provisions of the Borrower Notes, Security Instrument, the Construction Funding Agreement and other Borrower Loan Documents shall control; provided, however, that in the event of a conflict between the terms and provisions of this ArticleIII and those of the Borrower’s loan application with the Funding Lender, the terms and provisions of this ArticleIII shall control. Section 3.6.Determinations by Funding Lender. In any instance where the consent or approval of Funding Lender may be given or is required, or where any determination, judgment or decision is to be rendered by Funding Lender under this ArticleIII, including in connection with the Construction Funding Agreement, the granting, withholding or denial of such consent or approval and the rendering of such determination, judgment or decision shall be made or exercised by the Funding Lender (orits designated representative), at its sole and exclusive option and in its sole and absolute discretion. ARTICLE IV REPRESENTATIONS AND WARRANTIES Section 4.1.Borrower Representations. To induce the Governmental Lender to execute this Borrower Loan Agreement and to induce the Funding Lender to make Disbursements, the Borrower represents and warrants for the benefit of the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer, that the representations and warranties set forth in this Section4.1 are complete and accurate in all material respects as of the Closing Date and will be complete and accurate in all material respects, and deemed remade, as of the date of each Disbursement, as of the original Outside Conversion Date, as of the date of any extension thereof and as of the Conversion Date in accordance with the terms and conditions of the Borrower Notes. Subject to Section4.2 hereof, the representations, warranties and agreements set forth in this Section4.1 shall survive the making of the Borrower Loan, and shall remain in effect and true and correct in all material respects until the Borrower Loan and all other Borrower Payment Obligations have been repaid in full: Section 4.1.1Organization; Special Purpose. The Borrower is a limited partnership in good standing under the laws of the State (and under the laws of the state in which the Borrower was formed if the Borrower was not formed under the laws of the State), has full legal right, power and authority to enter into the Borrower Loan Documents to which it is a party, and to carry out and consummate all transactions contemplated by the Borrower Loan Documents to which it is a party, and by proper limited partnership action has duly authorized the execution, delivery and performance of the Borrower Loan Documents to which it is a party. The Person(s) of the Borrower executing the Borrower Loan Documents and the Funding Loan Documents to which the Borrower is a party are fully authorized to execute the same. The Borrower Loan Documents and the Funding Loan Documents to which the Borrower is a party have been duly authorized, executed and delivered by the Borrower. The sole business of the Borrower is the ownership, management and operation of the Project. Section 4.1.2Proceedings; Enforceability. Assuming due execution and delivery by the other parties thereto, the Borrower Loan Documents and the Funding Loan Documents to which the Borrower is a party will constitute the legal, valid and binding agreements of the Borrower enforceable against the Borrower in accordance with their terms; except in each case as enforcement 2016-03-08 Agenda Packet Page 560 26 may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity and by public policy. Section 4.1.3No Conflicts. The execution and delivery of the Borrower Loan Documents and the Funding Loan Documents to which the Borrower is a party, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under the Partnership Agreement of the Borrower or to the best knowledge of the Borrower and with respect to the Borrower, any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the Borrower is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever (other than the lien of the Security Instrument) upon any of the property or assets of the Borrower, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Borrower Loan Documents and the Funding Loan Documents, or the financial condition, assets, properties or operations of the Borrower. Section 4.1.4Litigation; Adverse Facts. There is no Legal Action, nor is there a basis known to Borrower for anyLegal Action, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the Borrower, after reasonable investigation, threatened, against or affecting the Borrower, the General Partner or the Guarantor, or their respective assets, properties or operations which, if determined adversely to the Borrower or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by, or the validity of, the Borrower Loan Documents or the Funding Loan Documents, upon the ability of each of Borrower, General Partner and Guarantor to perform their respective obligations under the Borrower Loan Documents, the Funding Loan Documents and the Related Documents to which it is aparty, or upon the financial condition, assets (including the Project), properties or operations of the Borrower, the General Partner or the Guarantor. None of the Borrower, General Partner or Guarantor is in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Borrower Loan Documents and the Funding Loan Documents, the ability of each of Borrower, General Partner and Guarantor to perform their respective obligations under the Borrower Loan Documents, the Funding Loan Documents and the Related Documents to which it is a party, or the financial condition, assets, properties or operations of the Borrower, General Partner or Guarantor. None of Borrower, General Partner or Guarantor are (a)in violation of any applicable law, which violation materially and adversely affects or may materially and adversely affect the business, operations, assets (including the Project), condition (financialor otherwise) or prospects of Borrower, General Partner or Guarantor, as applicable; (b)subject to, or in default with respect to, any other Legal Requirement that would have a material adverse effect on the business, operations, assets (including the Project), or financialcondition of Borrower, General Partner or Guarantor, as applicable; or (c)in default with respect to any agreement to which Borrower, General Partner or Guarantor, as applicable, are a party or by which they are bound, which default would have a material adverse effect on the business, operations, assets (including the Project), or financial condition of Borrower, General Partner or 2016-03-08 Agenda Packet Page 561 27 Guarantor, as applicable; and (d)there is no Legal Action pending or, to the knowledge of Borrower, threatened against or affecting Borrower, General Partner or Guarantor questioning the validity or the enforceability of this Borrower Loan Agreement or any of the other Borrower Loan Documents or the Funding Loan Documents or of any of the Related Documents. All tax returns (federal, state and local) required to be filed by or on behalf of the Borrower have been filed, and all taxes shown thereon to be due, including interest and penalties, except such, if any, as are being actively contested by the Borrowerin good faith, have been paid or adequate reserves have been made for the payment thereof which reserves, if any, are reflected in the audited financial statements described therein. The Borrower enjoys the peaceful and undisturbed possession of all of the premises upon which it is operating its facilities. Section 4.1.5Agreements; Consents; Approvals. Except as contemplated by the Borrower Loan Documents and the Funding Loan Documents, the Borrower is not a party to any agreement or instrument or subject to any restriction that would materially adversely affect the Borrower, the Project, or the Borrower’s business, properties, operations or financial condition or except the Permitted Encumbrances. The Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Permitted Encumbrance or any other agreement or instrument to which it is a party or by which it or the Project is bound. No consent or approval of any trustee or holder of any indebtedness of the Borrower, and to the best knowledge of the Borrower and only with respect to the Borrower, no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority (except no representation is made with respect to any state securities or “blue sky” laws) is necessary in connection with the execution and delivery of the Borrower Loan Documents or the Funding Loan Documents, or the consummation of any transaction herein or therein contemplated, or the fulfillment of or compliance with the terms and conditions hereof or thereof, except as have been obtained or made and as are in full force and effect. Section 4.1.6Title. The Borrower shall have marketable title to the Project free and clear of all Liens except the Permitted Encumbrances. The Security Instrument, when properly recorded in the appropriate records, together with any UCC financing statements required to be filed in connection therewith, will create (i)a valid, perfected first priority lien on the Borrower’s interest in the Project and (ii)perfected security interests in and to, and perfected collateral assignments of, all personalty included in the Project (including the Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. To the Borrower’s knowledge, there are no delinquent real property taxes or assessments, including water and sewer charges, with respect to the Project, nor are there any claims for paymentfor work, labor or materials affecting the Project which are or may become a Lien prior to, or of equal priority with, the Liens created by the Borrower Loan Documents and the Funding Loan Documents. Section 4.1.7Survey. To the best knowledge of the Borrower, the survey for the Project delivered to the Governmental Lender and the Funding Lender does not fail to reflect any material matter affecting the Project or the title thereto. Section 4.1.8No Bankruptcy Filing. The Borrower is not contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency law or the liquidation of all or a major portion of its property (a “Bankruptcy Proceeding”), and the Borrower has no knowledge of 2016-03-08 Agenda Packet Page 562 28 any Person contemplating the filing of any such petition against it. As of the Closing Date, the Borrower has the ability to pay its debts as they become due. Section 4.1.9Full and Accurate Disclosure. No statement of fact made by the Borrower in any Borrower Loan Document or any Funding Loan Document contains any untrue statementof a material fact or omits to state any material fact necessary to make statements contained therein in light of the circumstances in which they were made, not misleading. There is no material fact or circumstance presently known to the Borrower that has not been disclosed to the Governmental Lender and the Funding Lender which materially and adversely affects the Project or the business, operations or financial condition of the Borrower or the Borrower’s ability to meet its obligations under this Borrower Loan Agreement and the other Borrower Loan Documents and Funding Loan Documents to which it is a party in a timely manner. Section 4.1.10No Plan Assets. The Borrower is not an “employee benefit plan,” as defined in Section3(3) of ERISA, subject to Title I of ERISA,and none of the assets of the Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section2510.3 101. Section 4.1.11Compliance. The Borrower, the Project and the use thereof will comply, to the extent required, in all material respects with all applicable Legal Requirements. The Borrower is not in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority, the violation of which would materially adversely affect the financial condition or the business of the Borrower. There has not been committed by the Borrower or any Borrower Affiliate involved with the operation or use of the Project any act or omission affording any Governmental Authority the right of forfeiture asagainst the Project or any part thereof or any moneys paid in performance of the Borrower’s obligations under any Borrower Loan Document or any Funding Loan Documents. Section 4.1.12Contracts. All service, maintenance or repair contracts affecting the Project have been entered into at arm’s length (except for such contracts between the Borrower and its affiliates or the affiliates of the Borrower Controlling Entity of the Borrower) in the ordinary course of the Borrower’s business and provide for the payment of fees inamounts and upon terms comparable to existing market rates. Section 4.1.13Financial Information. All financial data, including any statements of cash flow and income and operating expense, that have been delivered to the Governmental Lender or the Funding Lender in respect of the Project by or on behalf of the Borrower, to the best knowledge of the Borrower, (i)are accurate and complete in all material respects, as of their respective dates, (ii)accurately represent the financial condition of the Project as of the date of such reports, and (iii)to the extent prepared by an independent certified public accounting firm, have been prepared in accordance with GAAP consistently applied throughout the periods covered, except as disclosed therein. Other than pursuant to orpermitted by the Borrower Loan Documents or the Funding Loan Documents or the Borrower organizational documents, the Borrower has no contingent liabilities, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of the Borrower from that set forth in said financial statements. 2016-03-08 Agenda Packet Page 563 29 Section 4.1.14Condemnation. No Condemnation or other proceeding has been commenced or, to the Borrower’s knowledge, is contemplated, threatened or pending with respect to all or part of the Project or for the relocation of roadways providing access to the Project. Section 4.1.15Federal Reserve Regulations. No part ofthe proceeds of the Borrower Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose that would be inconsistent with such Regulation U or any other regulation of such Board of Governors, or for any purpose prohibited by Legal Requirements or any Borrower Loan Document or Funding Loan Document. Section 4.1.16Utilities and Public Access. To the best of the Borrower’s knowledge, the Project is or will be served by water, sewer, sanitary sewer and storm drain facilities adequate to service it for its intended uses. All public utilities necessary or convenient to the full use and enjoyment of the Project are or will be located in the public right-of-way abutting the Project, and all such utilities are or will be connected so as to serve the Project without passing over other property absent a valid easement. All roads necessary for the use of the Project for its current purpose have been or will be completed and dedicated to public use and accepted by all Governmental Authorities. Except for Permitted Encumbrances, the Project does not share ingress and egress through an easement or private road or share on-site or off-site recreational facilities and amenities that are not located on the Project and under the exclusive control of the Borrower, or where there is shared ingress and egress or amenities, there exists an easement or joint use and maintenance agreement under which (i)accessto and use and enjoyment of the easement or private road and/or recreational facilities and amenities is perpetual, (ii)the number of parties sharing such easement and/or recreational facilities and amenities must be specified, (iii)the Borrower’s responsibilities and share of expenses are specified, and (iv)the failure to pay any maintenance fee with respect to an easement will not result in a loss of usage of the easement. Section 4.1.17Not a Foreign Person. The Borrower is not a “foreign person” within the meaning of §1445(f)(3) of the Code. Section 4.1.18Separate Lots. Each parcel comprising the Land is a separate tax lot and is not a portion of any other tax lot that is not a part of the Land. Section 4.1.19Assessments. Except as disclosed in the Title Insurance Policy, there are no pending or, to the Borrower’s best knowledge, proposed special or other assessments for public improvements or otherwise affecting the Project, or any contemplated improvements to the Project that may result in such special or other assessments. Section 4.1.20Enforceability. The Borrower Loan Documents and the Funding Loan Documents are not subject to, and the Borrower has not asserted, any right of rescission, set-off, counterclaim or defense, including the defense of usury. Section 4.1.21Insurance. The Borrower has obtained the insurance required by this Borrower Loan Agreement, if applicable, and the Security Instrument and has delivered to the Servicer copies of insurance policies or certificates of insurance reflecting the insurance coverages, amounts and other requirements set forth in this Borrower Loan Agreement, if applicable, and the Security Instrument. 2016-03-08 Agenda Packet Page 564 30 Section 4.1.22Use of Property; Licenses. The Project will be used exclusively as a multifamily residential rental project and other appurtenant and related uses, which use is consistent withthe zoning classification for the Project. All certifications, permits, licenses and approvals, including certificates of completion and occupancy permits required for the legal use or legal, nonconforming use, as applicable, occupancy and operation of the Project (collectively, the “Licenses”) required at this time for the construction and equipping of the Project have been obtained. To the Borrower’s knowledge, all Licenses obtained by the Borrower have been validly issued and are in full force and effect. The Borrower has no reason to believe that any of the Licenses required for the future use and occupancy of the Project and not heretofore obtained by the Borrower will not be obtained by the Borrower in the ordinary course following the Completion Date. No Licenses will terminate, or become void or voidable or terminable, upon any sale, transfer or other disposition of the Project, including any transfer pursuant to foreclosure sale under the Security Instrument or deed in lieu of foreclosure thereunder. The Project does not violate any density or building setback requirements of the applicable zoning law except to the extent, if any, shown on the survey. No proceedings are, to the best of the Borrower’s knowledge, pending or threatened that would result in a change of the zoning of the Project. Section 4.1.23Flood Zone. At Closing, no structure within the Mortgaged Property lies or is located in an identifiable or designated Special Flood Hazard Area. Subsequent to Closing, if the Mortgaged Property is determined to be in a Special Flood Hazard Area, Borrower will obtain appropriate flood insurance as required under the National Flood Insurance Act of 1968, Flood Disaster Protection Act of 1973, or the National Flood Insurance Reform Act of 1994 as amended or as required by the Servicer pursuant to its underwriting guidelines. Section 4.1.24Physical Condition. The Project, including all Improvements, parking facilities, systems, fixtures, Equipment and landscaping, are or, after completion of the construction, rehabilitationand/or repairs, as appropriate, will be in good and habitable condition in all material respects and in good order and repair in all material respects (reasonable wear and tear excepted). The Borrower has not received notice from any insurance company orbonding company of any defect or inadequacy in the Project, or any part thereof, which would adversely affect its insurability or cause the imposition of extraordinary premiums or charges thereon or any termination of any policy of insurance or bond. Thephysical configuration of the Project is not in material violation of the ADA, if required under applicable law. Section 4.1.25Encroachments. All of the Improvements included in determining the appraised value of the Project will lie wholly within the boundaries and building restriction lines of the Project, and no improvement on an adjoining property encroaches upon the Project, and no easement or other encumbrance upon the Project encroaches upon any of the Improvements, so as to affect the value or marketability of the Project, except those insured against by the Title Insurance Policy or disclosed in the survey of the Project as approved by the Servicer. Section 4.1.26State Law Requirements. The Borrower hereby represents, covenants and agrees to comply with the provisions of all applicable state laws relating to the Borrower Loan, the Funding Loan and the Project. Section 4.1.27Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements in connection with the transfer of the Project to the Borrower have been paid. All mortgage, mortgage recording, stamp, intangible or other similar taxes required to be 2016-03-08 Agenda Packet Page 565 31 paid by any Person under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Borrower Loan Documents and the Funding Loan Documents have been or will be paid. Section 4.1.28Investment Company Act. The Borrower is not (i)an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; or (ii)a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended. Section 4.1.29Fraudulent Transfer. The Borrower has not accepted the Borrower Loan or entered into any Borrower Loan Document or Funding Loan Documentwith the actual intent to hinder, delay or defraud any creditor, and the Borrower has received reasonably equivalent value in exchange for its obligations under the Borrower Loan Documents and the Funding Loan Documents. Giving effect to the transactionscontemplated by the Borrower Loan Documents and the Funding Loan Documents, the fair saleable value of the Borrower’s assets exceeds and will, immediately following the execution and delivery of the Borrower Loan Documents and the Funding Loan Documents, exceed the Borrower’s total liabilities, including subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Borrower’s assets is and will, immediately following the execution and delivery of the Borrower Loan Documents and the Funding Loan Documents, be greater than the Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. The Borrower’s assets do not and, immediately following the execution and delivery of the Borrower Loan Documents and the Funding Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of the Borrower). Section 4.1.30Ownership of the Borrower. Except as set forth in the Partnership Agreement of the Borrower and the exhibits thereto, the Borrower has no obligation to any Person to purchase, repurchase or issue any ownership interest in it. Section 4.1.31Environmental Matters. To the best of Borrower’s knowledge, the Project is not in violation of any Legal Requirement pertaining to or imposing liability or standards of conduct concerning environmental regulation, contamination or cleanup, and will comply with covenants and requirements relating to environmental hazards as set forth in the Security Instrument. The Borrower will execute and deliver the Agreement of Environmental Indemnification on the Closing Date. Section 4.1.32Name; Principal Place of Business. Unless prior Written Notice is given to the Funding Lender, the Borrower does not use and will not use any trade name, and has not done and will not do business under any name other than its actual name set forth herein. The principal place of business of the Borrower is its primary address for notices as set forth in Section10.1 hereof, and the Borrower has no other place of business, other than the Project and such principal place of business. Section 4.1.33Subordinated Debt. There is no secured or unsecured indebtedness with respect tothe Project or any residual interest therein, other than Permitted Encumbrances and the 2016-03-08 Agenda Packet Page 566 32 permitted secured indebtedness described in Section6.7 hereof, except an unsecured deferred developer fee not to exceed the amount permitted by Funding Lender as determined on the Closing Dateand unsecured, subordinate partner loans to Borrower permitted or required under the terms of the Partnership Agreement. Section 4.1.34Filing of Taxes. The Borrower has filed (or has obtained effective extensions for filing) all federal, state and local tax returns required to be filed and has paid or made adequate provision for the payment of all federal, state and local taxes, charges and assessments, if any, payable by the Borrower. Section 4.1.35General Tax. All representations, warranties and certifications of the Borrower set forth in the Regulatory Agreement and the Tax Certificate are incorporated by reference herein and the Borrower will comply with such as if set forth herein. Section 4.1.36Approval of the Borrower Loan Documents and Funding Loan Documents. Byits execution and delivery of this Borrower Loan Agreement, the Borrower approves the form and substance of the Borrower Loan Documents and the Funding Loan Documents, and agrees to carry out the responsibilities and duties specified in the Borrower Loan Documents and the Funding Loan Documents to be carried out by the Borrower. The Borrower acknowledges that (a)it understands the nature and structure of the transactions relating to the financing of the Project, (b)it is familiar with the provisions of all of the Borrower Loan Documents and the Funding Loan Documents and other documents and instruments relating to the financing, (c)it understands the risks inherent in such transactions, including without limitation the risk of loss of the Project, and (d)it has not relied on the Governmental Lender, the Funding Lender, the Fiscal Agent or the Servicer for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by the Borrower Loan Documents and the Funding Loan Documents or otherwise relied on the Governmental Lender, the Funding Lender, the Fiscal Agent or the Servicer in any manner. Section 4.1.37Funding Loan Agreement. The Borrower has read and accepts and agrees that it is bound by the Funding Loan Agreement andthe Funding Loan Documents. Section 4.1.38Americans with Disabilities Act. The Project, as designed, will conform in all material respects with all applicable zoning, planning, building and environmental laws, ordinances and regulations of governmental authorities having jurisdiction over the Project, including, but not limited to, the Americans with Disabilities Act of 1990 (“ADA”), to the extent required (as evidenced by an architect’s certificate to such effect). Section 4.1.39Requirements of Act, Code and Regulations. The Project satisfies all requirements of the Act, the Code and the Regulations applicable to the Project. Section 4.1.40Regulatory Agreement. The Project is, as of the date of origination of the Funding Loan, in compliance with all requirements of the Regulatory Agreement to the extent such requirements are applicable; and the Borrower intends to cause the residential units in the Project to be rented or available for rental on a basis which satisfies the requirements of the Regulatory Agreement, including all applicable requirements of the Act and the Code and the Regulations, and pursuant to leases which comply with all applicable laws. 2016-03-08 Agenda Packet Page 567 33 Section 4.1.41Intention to Hold Project. The Borrower intends to hold the Project for its own account and has no current plans, and except as set forth in the Partnership Agreement has not entered into any agreement, to sell the Project or any part of it; and the Borrower intends to occupy the Project or cause the Project to be occupied and to operate it or cause it to be operated at all times during the term of this Borrower Loan Agreement in compliance with the terms of this Borrower Loan Agreement and the Regulatory Agreement and does not know of any reason why the Project will not be so used by it in the absence of circumstances not now anticipated by it or totally beyond its control. Section 4.1.42Concerning General Partner. (a)The managing general partner of Borrower is the Managing General Partner, a nonprofit public benefit corporation, and the co-general partner of Borrower is the Administrative General Partner, a California limited liability company, and each of the Managing General Partner and Administrative General Partner is duly organized and validly existing under the laws of the State of California. The General Partner has all requisite power and authority, rights and franchises to enter into and perform its obligations under the Borrower Loan Documents and the Funding Loan Documents to be executed by it for its own account and on behalf of Borrower, as general partner of Borrower, under this Borrower Loan Agreement and the other Borrower Loan Documents and the Funding Loan Documents. (b)The General Partner has made all filings (including, without limitation, all required filings related to the use of fictitious business names) and is in good standing in the State and in each other jurisdiction in which the character of the property it owns or the nature of the business it transacts makes such filings necessary or where the failure to make such filings could have a material adverse effect on the business, operations, assets,or financialcondition of General Partner. (c)The General Partner is duly authorized to do business in the State. (d)The execution, delivery and performance by Borrower of the Borrower Loan Documents and the Funding Loan Documents have been duly authorized by all necessary action of General Partner on behalf of Borrower, and by all necessary action on behalf of General Partner. (e)The execution, delivery and performance by General Partner, on behalf of Borrower, of the Borrower Loan Documents and the Funding Loan Documents will not violate (i)General Partner’s organizational documents; (ii)any other Legal Requirement affecting General Partner or any of its properties; or (iii)any agreement to which General Partner is bound or to which it is a party; and will not result in or require the creation (except as provided in or contemplated by this Borrower Loan Agreement) of any Lien upon any of such properties, any of the Collateral or any of the property or funds pledged or delivered to Funding Lender pursuant to the Security Documents. Section 4.1.43Government and Private Approvals. All governmental or regulatory orders, consents, permits, authorizations and approvals required for the construction, rehabilitation, use, occupancy and operation of the Improvements, that may be granted or denied in the discretion of any Governmental Authority, have been obtained and are in full force and effect (or, in the case of any of the foregoing that Borrower is not required to have as of the Closing Date, will be obtained), and will be maintained in full force and effect at all times during the construction or rehabilitation of the Improvements. All such orders, consents, permits, authorizations and approvals that may not be denied in the discretion of any Governmental Authority shall be obtained prior to the commencement 2016-03-08 Agenda Packet Page 568 34 of any work for which such orders, consents, permits, authorizations or approvals are required, and, once obtained, such orders, consents, permits, authorizations and approvals will be maintained in full force and effect at all times during the construction or rehabilitation of the Improvements. Except as set forth in the preceding two sentences, no additional governmental or regulatory actions, filings or registrations with respect to the Improvements, and no approvals, authorizations or consents of any trustee or holder of any indebtedness or obligation of Borrower, are required for the due execution, delivery and performance by Borrower or General Partner of any of the Borrower Loan Documents or the Funding Loan Documents or the Related Documents executed by Borrower or General Partner, as applicable. All required zoning approvals have been obtained, and the zoning of the Land for the Project is not conditional upon the happening of any further event. Section 4.1.44Concerning Guarantor. The Borrower Loan Documents and the Funding Loan Documents to which the Guarantor is a party or a signatory executed simultaneously with this Borrower Loan Agreement have been duly executed and delivered by Guarantor and are legally valid and binding obligations of Guarantor, enforceable against Guarantor in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity. Section 4.1.45No Material Defaults. Except as previously disclosed to Funding Lender and the Governmental Lender in writing, there exists no material violation of or material default by Borrower under, and, to the best knowledge of Borrower, no event has occurred which, upon the giving of notice or the passage of time, or both, would constitute a material default with respect to: (i)the terms of any instrument evidencing, securing or guaranteeing any indebtedness secured by the Project or any portion or interest thereof or therein; (ii)any lease or other agreement affecting the Project or to which Borrower is a party; (iii)any license, permit, statute, ordinance, law, judgment, order, writ, injunction, decree, rule or regulation of any Governmental Authority, or any determination or award of any arbitrator to which Borrower or the Project may be bound; or (iv)any mortgage, instrument, agreement or document by which Borrower or any of its respective properties is bound; in the case of any of the foregoing: (1)which involves any Borrower Loan Document or Funding Loan Document; (2)which involves the Project and is not adequately covered by insurance; (3)that might materially and adversely affect the ability of Borrower, General Partner or Guarantor or to perform any of its respective obligations under any of the Borrower Loan Documents or the Funding Loan Documents or any other material instrument, agreement or document to which it is a party; or (4)which might adversely affect the priority of the Liens created by this Borrower Loan Agreement or any of the Borrower Loan Documents or the Funding Loan Documents. Section 4.1.46Payment of Taxes. Except as previously disclosed to Funding Lender in writing: (i)all tax returns and reports of Borrower, General Partner and Guarantor required to be filed have been timely filed, and all taxes, assessments, fees and other governmental charges upon Borrower, General Partner and Guarantor, and upon their respective properties, assets, income and franchises, which are due and payable have been paid when due and payable; and (ii)Borrower knows of no proposed tax assessment against it or against General Partner or Guarantor that would be material to the condition (financial or otherwise) of Borrower, General Partner orGuarantor, and neither Borrower nor General Partner have contracted with any Government Authority in connection with such taxes. Section 4.1.47Rights to Project Agreements and Licenses. Borrower is the legal and beneficial owner of all rights in and to the Plans and Specifications and all existing Project Agreements and Licenses, and will be the legal and beneficial owner of all rights in and to all future 2016-03-08 Agenda Packet Page 569 35 Project Agreements and Licenses. Borrower’s interest in the Plans and Specifications and all Project Agreements and Licenses is not subject to any present claim (other than under the Borrower Loan Documents and the Funding Loan Documents or as otherwise approved by Funding Lender in its sole discretion), set-off or deduction other than in the ordinary course of business. Section 4.1.48Patriot Act Compliance. Borrower is not now, nor has ever been (i)listed on any Government Lists (as defined below), (ii)a person who has been determined by a Governmental Authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii)indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv)under investigation by any Governmental Authority for alleged criminal activity. For purposes hereof, the term “Patriot Act Offense” shall mean any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A)the criminal laws against terrorism; (B)the criminal laws against money laundering, (C)Bank Representative Secrecy Act, as amended, (D)the Money Laundering Control Act of 1986, as amended, or (E)the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” shall mean (1)the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2)any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Funding Lender notifiedBorrower in writing is now included in “Government Lists”, or (3)any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Government Authority or pursuant to any Executive Order of the President of the United States of America that Funding Lender notified Borrower in writing is now included in “Government Lists”. Section 4.1.49Rent Schedule. Borrower has prepared a prospective Unit absorption and rent collection schedule with respect to the Project substantially in the form attached as an exhibit to the Construction Funding Agreement, which schedule takes into account, among other relevant factors (i)a schedule of minimum monthly rentals for the Units, and (ii)any and all concessions including free rent periods, and on the basis of such schedule, Borrower believes it will collect rents with respect to the Project in amounts greater than or equal to debt service on the Borrower Loan. Section 4.1.50Other Documents. Each of the representations and warranties of Borrower or General Partner contained in any of the other Borrower Loan Documents or the Funding Loan Documents or Related Documents is true and correct in all material respects (or, in the case of representations or warranties contained in any of the other Borrower Loan Documents or Funding Loan Documents or Related Documents that speak as of a particular date, were true and correct in all material respects as of such date). All of such representations and warranties are incorporated herein for the benefit of Funding Lender. Section 4.1.51Subordinate Loan Documents. The Subordinate Loan Documents are in full force and effect and the Borrower has paid all commitment fees and other amounts due and payable to the Subordinate Lender(s) thereunder. There exists no material violation of or material default by the Borrower under, and no event has occurred which, upon the giving of notice or the passage of time, or both, would constitute a material default under the Subordinate Loan Documents. 2016-03-08 Agenda Packet Page 570 36 Section 4.2.Survival of Representations and Covenants. All of the representations and warranties in Section4.1 hereof and elsewhere in the Borrower Loan Documents (i)shall survive for so long as any portion of the Borrower Payment Obligations remains due and owing and (ii)shall be deemed to have been relied upon by the Governmental Lender and the Servicer notwithstanding any investigation heretofore or hereafter made by the Governmental Lender or the Servicer or on its or their behalf, provided, however, that the representations, warranties and covenants set forth in Section4.1.31 hereof shall survive in perpetuity and shall not be subject to the exculpation provisions of Section11.1 hereof. ARTICLE V AFFIRMATIVE COVENANTS During the term of this Borrower Loan Agreement, the Borrower hereby covenants and agrees with the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer that: Section 5.1.Existence. The Borrower shall (i)do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence and its material rights, and franchises, (ii)continue to engage in the business presently conducted by it, (iii)obtain and maintain all material Licenses, and (iv)qualify to do business and remain in good standing under the laws of the State. Section 5.2.Taxes and Other Charges. The Borrower shall pay all Taxes and Other Charges as the same become due and payable and prior to their becoming delinquent in accordance with the Security Instrument, except to the extent that the amount, validity or application thereof is being contestedin good faith as permitted by the Security Instrument. The Borrower covenants to pay all taxes and Other Charges of any type or character charged to the Funding Lender affecting the amount available to the Funding Lender from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and Other Charges assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Funding Lender and taxes based upon or measured by the net income of the Funding Lender; provided, however, that the Borrower shall have the right to protest any such taxes or Other Charges and to require the Funding Lender, at the Borrower’s expense, to protest and contest any such taxes or Other Charges levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or Other Charges pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Funding Lender. This obligation shall remain valid and in effect notwithstanding repayment of the Borrower Loan hereunder or termination ofthis Borrower Loan Agreement. Section 5.3.Repairs; Maintenance and Compliance; Physical Condition. The Borrower shall cause the Project to be maintained in a good, habitable and safe (so as to not threaten the health or safety of the Project’s tenants or their invited guests) condition and repair (reasonable wear and tear excepted) as set forth in the Security Instrument and shall not remove, demolish or materially alter the Improvements or Equipment (except for removal of aging or obsolete equipment or furnishings in the normal course of business), except as provided in the Security Instrument. 2016-03-08 Agenda Packet Page 571 37 Section 5.4.Litigation. The Borrower shall give prompt Written Notice to the Governmental Lender, the Funding Lender and the Servicer of any litigation, governmental proceedings or claims or investigations regarding an alleged actual violation of a Legal Requirement pending or, to the Borrower’s knowledge, threatened against the Borrower which might materially adversely affect the Borrower’s condition (financial or otherwise) or business or the Project. Section 5.5.Performance of Other Agreements. The Borrower shall observe and perform in all material respects each and every term to be observed or performed by it pursuant to the terms of any agreement or instrument affecting or pertaining to the Project. Section 5.6.Notices. The Borrower shall promptly advise the Governmental Lender, the Funding Lender and the Servicer of (i)any Material Adverse Change in the Borrower’s financial condition, assets, properties or operations other than general changes in the real estate market, (ii)any fact or circumstance affecting the Borrower or the Project that materially and adversely affects the Borrower’s ability to meet its obligations hereunder or under any of the other Borrower Loan Document to which it is a party in a timely manner, or (iii)the occurrence of any Potential Default or Event of Default of which the Borrower has knowledge. If the Borrower becomes subject to federal or state securities law filing requirements, the Borrower shall cause to be delivered to the Governmental Lender, the Funding Lender and the Servicer any Securities and Exchange Commission or other public filings, if any, of the Borrower within two (2) Business Days of such filing. Section 5.7.Cooperate in Legal Proceedings. The Borrower shall cooperate fully with the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer with respect to, and permit the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer at their option, to participate in, any proceedings before any Governmental Authority that may in any way affect the rights of the Governmental Lender, the Funding Lender, the Fiscal Agent and/or the Servicer under any Borrower Loan Document or Funding Loan Document. Section 5.8.Further Assurances. The Borrower shall, at the Borrower’s sole cost and expense (except as provided in Section 9.1 hereof), (i)furnish to the Servicer and the Funding Lender all instruments, documents, boundary surveys, footing or foundation surveys (to the extent that Borrower’s construction or renovation of the Project alters any existing building foundations or footprints), certificates, plans and specifications, appraisals, title and other insurance reports and agreements, reasonably requested by the Servicer or the Funding Lender for the betterand more efficient carrying out of the intents and purposes of the Borrower Loan Documents and the Funding Loan Documents; (ii)execute and deliver to the Servicer and the Funding Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the Borrower Loan, as the Servicer, the Fiscal Agent (at the direction of the Funding Lender) and the Funding Lender may reasonably require from time to time; (iii)do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of the Borrower Loan Documents and the Funding Loan Documents, as the Servicer, the Fiscal Agent (at the direction of the Funding Lender) or the Funding Lender shall reasonably require from time to time; provided, however, with respect to clauses (i)-(iii) above, the Borrower shall not be required to do anything that has the effect of (A)changing the essential economic terms of the Borrower Loan or (B)imposing upon the Borrower greater personal liability under the Borrower Loan Documents and the Funding Loan Documents; and (iv)upon the Servicer’s, the Fiscal Agent’s (at the direction of the Funding Lender) or the Funding Lender’s 2016-03-08 Agenda Packet Page 572 38 request therefor given from time to time after the occurrence of any Potential Default or Event of Default for so long as such Potential Default or Event of Default, as applicable, is continuing pay for (a)reports of UCC, federal tax lien, state tax lien, judgment and pending litigation searches with respect to the Borrower and (b)searches of title to the Project, each such search to be conducted by search firms reasonably designated by the Servicer, the Fiscal Agent (at the direction of the Funding Lender) or the Funding Lender in each of the locations reasonably designated by the Servicer, the Fiscal Agent or the Funding Lender. Section 5.9.Delivery of Financial Information. After notice to the Borrower of a Secondary Market Disclosure Document, the Borrower shall, concurrently with any delivery to the Funding Lender or the Servicer, deliver copies of all financial information required under ArticleIX. Section 5.10.Environmental Matters. So long as the Borrower owns or is in possession of the Project, the Borrower shall (a)keep the Project in compliance with all Hazardous Materials Laws (as defined in the Security Instrument), (b)promptly notify the Funding Lender and the Servicer if the Borrower shall become aware that any Hazardous Materials (as defined in the Security Instrument) are on or near the Project in violation of Hazardous Materials Laws, and (c)commence and thereafter diligently prosecute to completion all remedial work necessary with respect to the Project required under any Hazardous Material Laws, in each case as set forth in the Security Instrument or the Agreement of Environmental Indemnification. Section 5.11.Governmental Lender’s and Funding Lender’s Fees. The Borrower covenants to pay the reasonable fees and expenses of the Governmental Lender (including the Ongoing Governmental Lender Fee), the Fiscal Agent and the Funding Lender or any agents, attorneys, accountants, consultants selected by the Governmental Lender, the Fiscal Agent or the Funding Lender to act on its behalf in connection with this Borrower Loan Agreement and the other Borrower Loan Documents, the Regulatory Agreement and the Funding Loan Documents, including, without limitation, any and all reasonable expenses incurred in connection with the making of the Borrower Loan or in connection with any litigation which may at any time be instituted involving the Borrower Loan, this Borrower Loan Agreement, the other Borrower Loan Documents, the Regulatory Agreement and the Funding Loan Documents or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of the foregoing. This obligation shall remain valid and in effect notwithstanding repayment of the Borrower Loan hereunder or termination of this Borrower Loan Agreement. Section 5.12.Estoppel Statement. The Borrower shall furnish to the Funding Lender, the Fiscal Agent or the Servicer for the benefit of the Funding Lender or the Servicer within ten (10) days after request by the Funding Lender and the Servicer, with a statement, duly acknowledged and certified, setting forth, as applicable, with respect to each Borrower Note,(i)the unpaid principal of the Borrower Note, (ii)the applicable Interest Rate, (iii)the date installments of interest and/or principal were last paid, (iv)any offsets or defenses to the payment of the Borrower Payment Obligations, and (v)that the Borrower Loan Documents and the Funding Loan Documents to which the Borrower is a party are valid, legal and binding obligations of the Borrower and have not been modified or, if modified, giving particulars of such modification, and no Event of Default exists thereunder or specify any Event of Default that does exist thereunder. The Borrower shall use commercially reasonable efforts to furnish to the Funding Lender or the Servicer, within 30 days of a request by the Funding Lender or Servicer,tenant estoppel certificates from each commercial tenant at the Project in form and substance reasonably satisfactory to the Funding Lender and the Servicer; 2016-03-08 Agenda Packet Page 573 39 provided that the Funding Lender and the Servicer shall not make such requests more frequently than twice in any year. Section 5.13.Defense of Actions. The Borrower shall appear in and defend any action or proceeding purporting to affect the security for this Borrower Loan Agreement hereunder or under the Borrower Loan Documents and the Funding Loan Documents, and shall pay, in the manner required by Section2.4 hereof, all costs and expenses, including the cost of evidence of title and attorneys’ fees, in any such action or proceeding in which Funding Lender may appear. If the Borrower fails to perform any of the covenants or agreements contained in this Borrower Loan Agreement or any other Borrower Loan Document, or if any action or proceeding is commenced that is not diligently defended by the Borrower which affects the Funding Lender’s interest in the Project or any part thereof, including eminent domain, code enforcement or proceedings of any nature whatsoever under any Federal or state law, whether now existing or hereafter enacted or amended, then the Funding Lender may make such appearances, disburse such sums and take such action as the Funding Lender deems necessary or appropriate to protect its interests. Such actions include disbursement of attorneys’ fees, entry upon the Project to make repairs or take other action to protect the security of the Project, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Funding Lender appears to be prior or superior to the Borrower Loan Documents or the Funding Loan Documents. The Funding Lender shall have no obligation to do any of the above. The Funding Lender may take any such action without notice to or demand upon the Borrower. No such action shall release the Borrower from any obligation under this Borrower Loan Agreement or any of the other Borrower Loan Documents or Funding Loan Documents. In the event (i)that the Security Instrument is foreclosed in whole or in part or that any Borrower Loan Document is put into the hands of an attorney for collection, suit, action or foreclosure, or (ii)of the foreclosure of any mortgage, deed of trust or deed to secure debt prior to or subsequent to the Security Instrument or any Borrower Loan Document in which proceeding the Funding Lender is made a party or (iii)of the bankruptcy of the Borrower or an assignment by the Borrower for the benefit of its creditors, the Borrower shall be chargeable with and agrees to pay all costs of collection and defense, including actual attorneys’ fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes. Section 5.14.Expenses. The Borrower shall pay all reasonable expenses incurred by the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer (except as provided in Section9.1 hereof) in connection with the Borrower Loan and the Funding Loan, including reasonable fees and expenses of the Governmental Lender’s, the Fiscal Agent’s, the Funding Lender’s and the Servicer’s attorneys, environmental, engineering and other consultants, and fees, charges or taxes for the recording or filing of the Borrower Loan Documents and the Funding Loan Documents. The Borrower shall pay or cause to be paid all reasonable expenses of the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer (except as provided in Section9.1 hereof) in connection with the issuance or administration of the Borrower Loan and the Funding Loan, including audit costs, inspection fees, settlement of condemnation and casualty awards, and premiums for title insurance and endorsements thereto. The Borrower shall, upon request, promptly reimburse the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer for all reasonable amounts expended, advanced or incurred by the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer to collect the Borrower Notes, or to enforce the rights of the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer under this Borrower Loan Agreement or any other the Borrower Loan Document, or to defend or assert the rights and claims of the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer 2016-03-08 Agenda Packet Page 574 40 under the Borrower Loan Documents and the Funding Loan Documents arising out of an Event of Default or with respect to the Project (by litigation or other proceedings) arising out of an Event of Default, which amounts will include all court costs, attorneys’ fees and expenses, fees of auditors and accountants, and investigation expenses as may be reasonably incurred by the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer in connection with any such matters (whether or not litigation is instituted), together with interest at the Default Rate on each such amount from the Date of Disbursement until the date of reimbursement to the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer, all of which shall constitute part of the Borrower Loan and the Funding Loan and shall be secured by the Borrower Loan Documents and the Funding Loan Documents. The obligations and liabilities of the Borrower under this Section5.14 shall survive the Term of this Borrower Loan Agreement and the exercise by the Governmental Lender, the Funding Lender, the Fiscal Agent or the Servicer, as the case may be, of any of its rights or remedies under the Borrower Loan Documents and the Funding Loan Documents, including the acquisition of the Project by foreclosure or a conveyance in lieu of foreclosure. Notwithstanding the foregoing, the Borrower shall not be obligated to pay amounts incurred as a result of the gross negligence or willful misconduct of any other party, and any obligations of the Borrower to pay for environmental inspections or audits will be governed by Section18(i) and 43(i) of the Security Instrument. Section 5.15.Indemnity. In addition to its other obligations hereunder, and in addition to any and all rights of reimbursement, indemnification, subrogation and other rights of Governmental Lender, the Fiscal Agent or Funding Lender pursuant hereto, pursuant to the Regulatory Agreement and under law or equity, to the fullest extent permitted by law, the Borrower agrees to indemnify, hold harmless and defend the Governmental Lender, the Funding Lender, the Fiscal Agent, the Servicer, the Beneficiary Parties, Citigroup, Inc. and each of their respective commissioners, officers, directors, employees, attorneys and agents (each an “Indemnified Party”), against any and all losses, damages, claims, actions, liabilities, reasonable costs and expenses of any nature, kind or character (including, without limitation, reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement (to the extent that the Borrower has consented to such settlement) and amounts paid to discharge judgments) (hereinafter, the “Liabilities”) to which the Indemnified Parties, or any of them, may become subject under federal or state securities laws or any other statutory law or at common law or otherwise, to the extent arising out ofor based upon or in any way relating to: (a)The Borrower Loan Documents and the Funding Loan Documents or the execution or amendment thereof or in connection with transactions contemplated thereby, including the sale, transfer or resale of the Borrower Loan or the Funding Loan, except with respect to any Secondary Market Disclosure Document (other than any Borrower’s obligations under ArticleIX); (b)Any act or omission of the Borrower or any of its agents, contractors, servants, employees or licensees in connection with the Borrower Loan, the Funding Loan or the Project, the operation of the Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, construction, installation or rehabilitation of, the Project or any part thereof; (c)Any lien (other than a Permitted Lien) or charge upon payments by the Borrower to the Governmental Lender, the Fiscal Agent or the Funding Lender hereunder, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and Other Charges imposed on the Governmental Lender, the Fiscal Agent or the Funding Lender in respect of any portion of the Project; 2016-03-08 Agenda Packet Page 575 41 (d)Any violation of any environmental law, rule or regulation with respect to, or the release of any toxic substance from, the Project or any part thereof during the period in which the Borrower is in possession or control of the Project; provided however, Borrower’s liability under this Section 5.15(d) shall not extend to cover a violation that first arose, commenced or occurred as a result of actions of the Indemnified Party, their successors, assigns or designees, after the satisfaction, discharge, release, assignment, termination or cancellation of the Security Instrument following the payment in full of the Borrower Note and all other sums payable under the Borrower Loan Documents; (e)The enforcement of, or any action taken by the Governmental Lender, the Fiscal Agent or the Funding Lender related to remedies under, this Borrower Loan Agreement and the other Borrower Loan Documents and the Funding Loan Documents; (f)The defeasance, in whole or in part, of the Borrower Loan or the Funding Loan; (g)Any untrue statement or misleading statement oralleged untrue statement or alleged misleading statement of a material fact by the Borrower made in the course of Borrower applying for the Borrower Loan or the Funding Loan or contained in any of the Borrower Loan Documents or Funding Loan Documents to which the Borrower is a party; (h)Any Determination of Taxability; (i)Any breach (or alleged breach) by Borrower of any representation, warranty or covenant made in or pursuant to this Borrower Loan Agreement or in connection with any written or oral representation, presentation, report, appraisal or other information given or delivered by Borrower, General Partner, Guarantor or their Affiliates to Governmental Lender, the Fiscal Agent the Funding Lender, Servicer or any other Person in connection with the Borrower’s application for the Borrower Loan and the Funding Loan (including, without limitation, any breach or alleged breach by Borrower of any agreement with respect to the provision of any substitute credit enhancement); (j)any failure (or alleged failure) by Borrower, the Funding Lender or Governmental Lender to comply with applicable federal and state laws and regulations pertaining to the making of the Borrower Loan and the Funding Loan; (k)the Project, or the condition, occupancy, use, possession, conduct or management of, or work done in or about, or from the planning, design, acquisition, installation, construction or rehabilitation of, the Project or any part thereof; or (l)the use of the proceeds of the Borrower Loan and the Funding Loan, except in the case of the foregoing indemnification of the Governmental Lender or any related Indemnified Party, to the extent such damages are caused by the willful misconduct of such Indemnified Party, and except in the case of the foregoing indemnification of the Funding Lender or the Servicer or any related Indemnified Party, to the extent such damages are caused by the gross negligence or willful misconduct of such Indemnified Party. Notwithstanding anything herein to the contrary, the Borrower’s indemnification obligationsto the parties specified in Section9.1.4 hereof with respect to any securitization or Secondary Market Transaction described in ArticleIX hereof shall be limited to the indemnity set forth in Section9.1.4 hereof. In the event that any action or 2016-03-08 Agenda Packet Page 576 42 proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Borrower, upon written notice from the Indemnified Party (which notice shall be timely given so as not to materially impair the Borrower’s right to defend), shall assume the investigation and defense thereof, including the employment of counsel reasonably approved by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that the Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement, which approval shall not be unreasonably withheld. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the investigation and defense thereof. The Borrower shall pay the reasonable fees and expenses of such separate counsel; provided, however, that such Indemnified Party may only employ separate counsel at the expense of the Borrower if and only if in such Indemnified Party’s good faith judgment (based on the advice of counsel) a conflict of interest exists or could arise by reason of common representation. Notwithstandingany transfer of the Project to another owner in accordance with the provisions of this Borrower Loan Agreement or the Regulatory Agreement, the Borrower shall remain obligated to indemnify each Indemnified Party pursuant to this Section5.15 if such subsequent owner fails to indemnify any party entitled to be indemnified hereunder, unless the Governmental Lender and the Funding Lender have consented to such transfer and to the assignment of the rights and obligations of the Borrower hereunder. The rights of any persons to indemnity hereunder shall survive the final payment or defeasance of the Borrower Loan and the Funding Loan and in the case of the Servicer, any resignation or removal. The provisions of this Section5.15 shall survive the termination of this Borrower Loan Agreement. The foregoing provisions of this Section5.15 are not intended to and shall not negate, modify, limit or change the provisions of Section9 of eachBorrower Note. Section 5.16.No Warranty of Condition or Suitability by the Governmental Lender or Funding Lender. Neither the Governmental Lender nor the Funding Lender makes any warranty, either express or implied, as to the condition of the Project or that it will be suitable for the Borrower’s purposes or needs. Section 5.17.Right of Access to the Project. The Borrower agrees that the Governmental Lender, the Funding Lender, the Servicer and the Construction Consultant, and their duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right, but no obligation, at all reasonable times during business hours and upon reasonable notice, to enter onto the Land (a)to examine, test and inspect the Project without material interference or prejudice to the Borrower’s operations and (b)to perform such work in and about the Project made necessary by reason of the Borrower’s default under any of the provisions of this Borrower Loan Agreement. The Governmental Lender, the Funding Lender, the Servicer, and their duly authorized agents, attorneys, accountants and representatives shall also be permitted, without any obligation to do so, at all reasonable times and upon reasonable notice during business hours, to examine the books and records of the Borrower with respect to the Project. Section 5.18.Notice of Default. The Borrower will advise the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer promptly in writing of the occurrence of any 2016-03-08 Agenda Packet Page 577 43 Potential Default or Event of Default hereunder, specifying the nature and period of existence of such event and the actions being taken or proposed to be taken with respect thereto. Section 5.19.Covenant with Governmental Lender and Funding Lender. The Borrower agrees that this Borrower Loan Agreement is executed and delivered in part to induce the purchase by others of the Governmental Lender Notesand, accordingly, all covenants and agreements of the Borrower contained in this Borrower Loan Agreement are hereby declared to be for the benefit of the Governmental Lender, the Fiscal Agent, the Funding Lender and any lawful owner, holder orpledgee of the Borrower Notesor the Governmental Lender Notesfrom time to time. Section 5.20.Obligation of the Borrower to Construct the Project. The Borrower shall proceed with reasonable dispatch to construct and equip the Project. If the proceeds of the Borrower Loan, together with the Other Borrower Moneys, available to be disbursed to the Borrower are not sufficient to pay the costs of such construction and equipping, the Borrower shall pay such additional costs from its own funds. The Borrower shall not be entitled to any reimbursement from the Governmental Lender, the Fiscal Agent, the Funding Lender or the Servicer in respect of any such costs or to any diminution or abatement in the repayment of the Borrower Loan. The Governmental Lender, the Fiscal Agentand the Funding Lender shall not be liable to the Borrower or any other person if for any reason the Project is not completed or if the proceeds of the Borrower Loan are insufficient to pay all costs of the Project. The Governmental Lender, the Fiscal Agent and the Funding Lender do not make any representation or warranty, either express or implied, that moneys, if any, which will be made available to the Borrower will be sufficient to complete the Project, and the Governmental Lender, the Fiscal Agent and the Funding Lender shall not be liable to the Borrower or any other person if for any reason the Project is not completed. Section 5.21.Maintenance of Insurance. Borrower will maintain the insurance required by the Security Instrument. Section 5.22.Information; Statements and Reports. Borrower shall furnish or cause to be furnished to Funding Lender and, with respect to subsection (a) only, to Governmental Lender: (a)Notice of Default. As soon as possible, and in any event not later than five (5) Business Days after the occurrenceof any Event of Default or Potential Default, a statement of an Authorized Representative of Borrower describing the details of such Event of Default or Potential Default and any curative action Borrower proposes to take; (b)Financial Statements; Rent Rolls. In the manner and to the extent required under the Security Instrument, such financial statements, expenses statements, rent rolls, reports and other financial documents and information as required by the Security Instrument and the other Borrower Loan Documents and Funding Loan Documents, in the form and within the time periods required therein; (c)General Partner. As soon as available and in any event within one hundred twenty (120) days after the end of each fiscal year of General Partner, copies of the financial statements of General Partner as of such date, prepared in substantially the form previously delivered to the Governmental Lender and Funding Lender and in a manner consistent therewith, or in such form (which may include a form prepared in accordance with GAAP) as Funding Lender may reasonably request; 2016-03-08 Agenda Packet Page 578 44 (d)Leasing Reports. Prior to the Conversion Date, on a monthly basis (and in any event within fifteen (15) days after the end of each Calendar Month), a report of all efforts made by Borrower, if any, to lease all or any portion of the Project during such Calendar Month and on a cumulative basis since Project inception, which report shall be prepared and delivered by Borrower, shall be in form and substance satisfactory to Funding Lender, and shall, if requested by Funding Lender, be supported by copies of letters of intent, leases or occupancy agreements, as applicable; (e)Audit Reports. Promptly upon receipt thereof, copies of all reports, if any, submitted to Borrower by independent public accountantsin connection with each annual, interim or special audit of the financial statements of Borrower made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (f)Notices; Certificates or Communications. Immediately upon giving or receipt thereof, copies of any notices, certificates or other communications delivered at the Project or to Borrower or General Partner naming Governmental Lender or Funding Lender as addressee or which could reasonably be deemed to affect the structural integrity of the Project or the ability of Borrower to perform its obligations under the Borrower Loan Documents and the Funding Loan Documents; (g)Certification of Non-Foreign Status. Promptly upon request of Funding Lender from time to time, a Certification of Non-Foreign Status, executed on or after the date of such request by Funding Lender; (h)Compliance Certificates. Together with each of the documents required pursuant to Section5.22(b) hereof submitted byor on behalf of Borrower, a statement, in form and substance satisfactory to Funding Lender and certified by an Authorized Borrower Representative, to the effect that Borrower is in compliance with all covenants, terms and conditions applicable to Borrower, under or pursuant to the Borrower Loan Documents and the Funding Loan Documents and under or pursuant to any other Debt owing by Borrower to any Person, and disclosing any noncompliance therewith, and any Event of Default or Potential Default, and describing the status of Borrower’s actions to correct such noncompliance, Event of Default or Potential Default, as applicable; and (i)Other Items and Information. Such other information concerning the assets, business, financial condition, operations, property,and results of operations of Borrower, General Partner, Guarantor or the Project, as Funding Lender or Governmental Lender reasonably requests from time to time. Borrower shall furnish to Governmental Lender, upon its written request, any of the items described in the foregoing subsections (b) through and including (i) above. Section 5.23.Additional Notices. Borrower will, promptly after becoming aware thereof, give notice to Funding Lender and the Governmental Lender of: (a)any Lien affecting the Project, or any part thereof, other than Liens expressly permitted under this Borrower Loan Agreement; (b)any Legal Action which is instituted by or against Borrower, General Partner or Guarantor, or any Legal Action which is threatened against Borrower, General Partner or Guarantor which, in any case, if adversely determined, could have a material adverse effect upon the business, 2016-03-08 Agenda Packet Page 579 45 operations, properties, assets, management, ownership or financial condition of Borrower, General Partner, Guarantor or the Project; (c)any Legal Action which constitutes an Event of Default or a Potential Default or a default under any other Contractual Obligation to which Borrower, General Partner or Guarantor is a party or by or to which Borrower, General Partner or Guarantor, or any of their respective properties or assets, may be bound or subject, which default would have a material adverse effect on the business, operations, assets (including the Project), or financial condition of Borrower, General Partner or Guarantor, as applicable; (d)any default, alleged default or potential default on the part of Borrower under any of the CC&R’s (together with a copy of each notice of default, alleged default or potential default received from any other party thereto); (e)any notice of default, alleged default or potential default on the part of Borrower received from any tenant or occupant of the Project under or relating to its lease or occupancy agreement (together with a copy of any such notice), if, in the aggregate, notices from at least fifteen percent (15%) of the tenants at the Project have been received by Borrower with respect to, or alleging, the same default, alleged default or potential default; (f)any change or contemplated change in (i)the location of Borrower’s or General Partner’s executive headquarters or principal place of business; (ii)the legal, trade, or fictitious business names used by Borrower or General Partner; or (iii)the nature of the trade or business of Borrower; and (g)any default, alleged default or potential default on the part of any general or limited partner (including, without limitation, General Partner and the Equity Investor) under the Partnership Agreement. Section 5.24.Compliance with Other Agreements; Legal Requirements. (a)Borrower shall timely perform and comply with, and shall cause General Partner to timely perform and comply with the covenants, agreements, obligations and restrictions imposed on them under the Partnership Agreement, and Borrower shall not do or permit to be done anything to impair any such party’s rights or interests under any ofthe foregoing. (b)Borrower will comply and, to the extent it is able, will require others to comply with, all Legal Requirements of all Governmental Authorities having jurisdiction over the Project or construction and/or rehabilitation of the Improvements, and will furnish Funding Lender with reports of any official searches for or notices of violation of any requirements established by such Governmental Authorities. Borrower will comply and, to the extent it is able, will require others to comply, with applicable CC&R’s and all restrictive covenants and all obligations created by private contracts and leases which affect ownership, construction, rehabilitation, equipping, fixturing, use or operation of the Project, and all other agreements requiring a certain percentage of the Units to be rented to persons of low or moderate income. The Improvements, when completed, shall comply with all applicable building, zoning and other Legal Requirements, and will not violate any restrictions of record against the Project or the terms of any other lease of all or any portion of the Project. Funding Lender and Governmental Lender shall at all times have the right to audit, at Borrower’s expense, Borrower’s compliance with any agreement requiring a certain percentage of 2016-03-08 Agenda Packet Page 580 46 the Units to be rented to persons of low or moderate income, and Borrower shall supply all such information with respect thereto as Funding Lender or Governmental Lender, as applicable, may request and otherwise cooperate with Funding Lender or Governmental Lender, as applicable, in any such audit. Without limiting the generality of the foregoing, Borrower shall properly obtain, comply with and keep in effect (and promptly deliver copies to Funding Lender of) all permits, licenses and approvals which are required to be obtained from Governmental Authorities in order to construct, occupy, operate, market and lease the Project. Section 5.25.Completion and Maintenance of Project. Borrower shall cause the construction of the Improvements, to be prosecuted with diligence and continuity and completed substantially in accordance with the Plans and Specifications, and in accordance with the Construction Funding Agreement, free and clear of any liens or claims for liens (but without prejudice to Borrower’s rights of contest under Section10.16 hereof) (“Completion”) on or before the Completion Date. Borrower shall thereafter maintain the Project as a residential apartment complex in good order and condition, ordinary wear and tear excepted. A maintenance program shall be in place at all times to assure the continuation of first class maintenance. Section 5.26.Fixtures. Borrower shall deliver to Funding Lender, on demand, any contracts, bills of sale, statements, receipted vouchers or agreements under which Borrower or any other Person claims title to any materials, fixtures or articles incorporated into the Improvements. Section 5.27.Income from Project. Borrower shall first apply all Gross Income to Expenses of the Project, including all amounts then required to be paid under the Borrower Loan Documents and the Funding Loan Documents and the funding of all sums necessary to meet the Replacement Reserve Fund Requirement, before using or applying such Gross Income for any other purpose. Prior to the Conversion Date, except for the Asset Management Fee, as defined in and payable pursuant to the Partnership Agreement, or as otherwise permitted by the Borrower Loan Documents or the Funding Loan Documentsor the Subordinate Loan Documents, Borrower shall not make or permit any distributions or other payments of Net Operating Income to its partners, shareholders or members, as applicable, in each case, without the prior Written Consent of Funding Lender. Section 5.28.Leases and Occupancy Agreements. (a)Lease Approval. (i)Borrower has submitted to Funding Lender, and Funding Lender has approved, Borrower’s standard form of tenant lease for use in the Project. Borrower shall not materially modify that approved lease form without Funding Lender’s prior Written Consent in each instance, which consent shall not be unreasonablywithheld or delayed. Borrower may enter into leases of space within the Improvements (and amendments to such leases) in the ordinary course of business with bona fide third party tenants without Funding Lender’s prior Written Consent if: (A)The lease is a Permitted Lease, and is executed in the form attached as an exhibit to the Construction Funding Agreement without material modification; (B)Borrower, acting in good faith following the exercise of due diligence, has determined that the tenant meets requirements imposed under any applicable CC&R and is financially capable of performing all of its obligations under the lease; and 2016-03-08 Agenda Packet Page 581 47 (C)The lease conforms to the Rent Schedule attached as an exhibit to the Construction Funding Agreement and reflects an arm’s-length transaction, subject to the requirement that the Borrower comply with any applicable CC&R. (ii)If any Event of Default has occurred and is continuing, Funding Lender may make written demand on Borrower to submit all future leases for Funding Lender’s approval priorto execution. Borrower shall comply with any such demand by Funding Lender. (iii)No approval of any lease by Funding Lender shall be for any purpose other than to protect Funding Lender’s security for the Borrower Loan and to preserve Funding Lender’s rights under the Borrower Loan Documents and the Funding Loan Documents. No approval by Funding Lender shall result in a waiver of any default of Borrower. In no event shall any approval by Funding Lender of a lease be a representation of any kind with regard to the lease or its enforceability, or the financial capacity of any tenant or guarantor. (b)Landlord’s Obligations. Borrower shall perform all obligations required to be performed by it as landlord under any lease affecting any part of the Project or any space within the Improvements. (c)Leasing and Marketing Agreements. Except as may be contemplated in the Management Agreement with Borrower’s Manager, Borrower shall not without the approval of Funding Lender enter into any leasing or marketing agreement and Funding Lender reserves the right to approve the qualifications of any marketing or leasing agent. Section 5.29.Project Agreements and Licenses. To the extent not heretofore delivered to Funding Lender, Borrower will furnish to Funding Lender, as soon as available, trueand correct copies of all Project Agreements and Licenses and the Plans and Specifications, together with assignments thereof to Funding Lender and consents to such assignments where required by Funding Lender, all in form and substance acceptable to Funding Lender. Neither Borrower nor General Partner has assigned or granted, or will assign or grant, a security interest in any of the Project Agreements and Licenses, other than to Funding Lender. Section 5.30.Payment of Debt Payments. In addition to its obligations under the Borrower Notes, Borrower will (i)duly and punctually pay or cause to be paid all principal of and interest on any Debt of Borrower as and when the same become due on or before the due date; (ii)comply with and perform all conditions, terms and obligations of other instruments or agreements evidencing or securing such Debt; (iii)promptly inform Funding Lender of any default, or anticipated default, under any such note, agreement, instrument; and (iv)forward to Funding Lender a copy of any noticeof default or notice of any event that might result in default under any such note, agreement, instrument, including Liens encumbering the Project, or any portion thereof, which have been subordinated to the Security Instrument (regardless of whether or not permitted under this Borrower Loan Agreement). Section 5.31.ERISA. Borrower will comply, and will cause each of its ERISA Affiliates to comply, in all respects with the provisions of ERISA. Section 5.32.Patriot Act Compliance. Borrower shall use its good faith and commercially reasonable efforts to comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over Borrower and/or the Project, including those 2016-03-08 Agenda Packet Page 582 48 relating to money laundering and terrorism. Funding Lender shall have the right to audit Borrower’s compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over Borrower and/or the Project, including those relating to money laundering and terrorism. In the event that Borrower fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then Funding Lender may, at its option, cause Borrower to comply therewith and any and all costs and expenses incurred by Funding Lender in connection therewith shall be secured by the Security Instrument and shall be immediately due and payable. Borrower covenants that it shall comply with all Legal Requirements and internal requirements of Funding Lender relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect. Without limiting the foregoing, Borrower shall not take any action, or permit any action to be taken, that would cause Borrower’s representations and warranties in this ArticleV become untrue or inaccurate at any time during the term of the Funding Loan. Upon any Beneficiary Party’s request from time to time during the term of the Funding Loan, Borrower shall certify in writing to such Beneficiary Party that Borrower’s representations, warranties andobligations under ArticleV remain true and correct and have not been breached, and in addition, upon request of any Beneficiary Party, Borrower covenants to provide all information required to satisfy obligations under all Legal Requirements and internalrequirements of Funding Lender relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect, during the term of the Funding Loan. Borrower shall immediately notify the Funding Lender in writing of (a)Borrower’s actual knowledge that any of such representations, warranties or covenants are no longer true and have been breached, (b)Borrower has a reasonable basis to believe that they may no longer be true and have been breached or (c)Borrower becomes the subject of an investigation by Governmental Authorities related to money laundering, anti-terrorism, trade embargos and economic sanctions. Borrower shall also reimburse Funding Lender for any expense incurred by Funding Lender in evaluating the effect of an investigation by Governmental Authorities on the Funding Loan and Funding Lender’s interest in the collateral for the Funding Loan, in obtaining necessary license from Governmental Authorities as may be necessary for Funding Lender to enforce its rights under the Funding Loan Documents, and in complying with all Legal Requirements and internal requirements of Funding Lender relating to money laundering, anti- terrorism, trade embargos and economic sanctions, now or hereafter in effect applicable to Funding Lender as a result of the existence of such an event and for any penalties or fines imposed upon Funding Lender as a result thereof. Section 5.33.Funds from Equity Investor. Borrower shall cause the Equity Investor to fund all installments of the Equity Contributions in the amounts and at the times subject and according to the terms of the Partnership Agreement. Section 5.34.Tax Covenants. The Borrower further represents, warrants and covenants as follows: (a)General. The Borrower shall not take any action or omit to take any action which, if taken or omitted, respectively, would adversely affect the exclusion of interest on theTax-Exempt Governmental Lender Note from gross income (as defined in Section61 of the Code), for federal income tax purposes and, if it should take orpermit any such action, the Borrower will take all lawful actions that it can take to rescind such action promptly upon having knowledge thereof and that the Borrower will take such action or actions, including amendment of this Borrower Loan Agreement, the Security Instrument and the Regulatory Agreement, as may be necessary, in the opinion of Tax Counsel, to comply fully with all applicable rules, rulings, policies, procedures, regulations or other 2016-03-08 Agenda Packet Page 583 49 official statements promulgated or proposed by the Department of the Treasury or the Internal Revenue Service applicable to theTax-ExemptGovernmental Lender Note, the Funding Loan or affecting the Project. Capitalized terms used in this Section5.34 shall have the respective meanings assigned to them in the Regulatory Agreement or, if not defined therein, in the Funding Loan Agreement. With the intent not to limit the generality of the foregoing, the Borrower covenants and agrees that, prior to the final maturity of the Tax-Exempt Governmental Lender Note, unless it has received and filed with theGovernmental Lender and the Funding Lender a Tax Counsel No Adverse Effect Opinion, as such term is defined in the Funding Loan Agreement (other than with respect to interest on any portion of theTax-ExemptGovernmental Lender Note for a period during which such portion of theTax-ExemptGovernmental Lender Note is held by a “substantial user” of any facility financed with the proceeds of theTax-ExemptGovernmental Lender Note or a “related person,” as such terms are used in Section147(a) of the Code), the Borrower will comply with this Section5.34. (b)Use of Proceeds. The use of the net proceeds of the Funding Loan at all times will satisfy the following requirements: (i)Limitation on Net Proceeds. At least 95% of the net proceeds of theportion of theFunding Loanevidenced by the Tax-Exempt Governmental Lender Note(within the meaning of the Code) actually expended by Borrower shall be used to pay Qualified Project Costs that are costs of a “qualified residential rental project” (within the meaning of Sections 142(a)(7) and 142(d) of the Code) and property that is “functionally related and subordinate” thereto (within the meaning of Sections 1.103-8(a)(3) and 1.103-8(b)(4)(iii) of the Regulations). (ii)Limit on Costs of Funding. The proceeds of the Funding Loan will be expended for the purposes set forth in this Borrower Loan Agreement and in the Funding Loan Agreement and no portion thereof in excess of twopercent of the proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note, within the meaning of Section 147(g) of the Code, will be expended to pay Costs of Funding of the Funding Loan. (iii)Prohibited Facilities. The Borrower shall not use or permit the use of any proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note or any income from the investment thereof to provide any airplane, skybox, or other private luxury box, health club facility, any facility primarily used for gambling, or any store the principal business of which is the sale of alcoholic beverages for consumption off premises. (iv)Limitation on Land. Less than 25 percent of the net proceeds of the portion of the FundingLoan evidenced by the Tax-Exempt Governmental Lender Note actually expended will be used, directly or indirectly, for the acquisition of land or an interest therein, nor will any portion of the net proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Notes be used, directly or indirectly, for the acquisition of land or an interest therein to be used for farming purposes. (v)Limitation on Existing Facilities. No portion of the net proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note will be used for the acquisition of any existing property or an interest unless (A) the first use of such property is pursuant to suchacquisition or (B) the rehabilitation expenditures with respect to any building and the equipment therefor equal or exceed 15 percent of the cost of acquiring such building financed with the proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note (with respect to structures other than buildings, this clause shall be applied by 2016-03-08 Agenda Packet Page 584 50 substituting 100 percent for 15 percent). For purposes of the preceding sentence, the term “rehabilitation expenditures” shall have the meaning set forth in Section 147(d)(3) of the Code. (vi)Accuracy of Information. The information furnished by the Borrower and used by the Governmental Lender in preparing its certifications with respect to Section 148 of the Code and the Borrower’s information statement pursuant to Section 149(e) of the Code is accurate and complete as of the date of origination of the Funding Loan. (vii)Limitation of Project Expenditures. The acquisition, construction and equipping of the Project were not commenced (within the meaning of Section 144(a) of the Code) prior to the 60th day preceding the adoption of the resolution of the Governmental Lender with respect to the Project on February 10, 2015, and no obligation for which reimbursement will be sought from proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note relating to the acquisition, construction or equipping of the Project was paid or incurred prior to 60 days prior to such date, except for permissible “preliminary expenditures”, which include architectural, engineering surveying, soil testing, reimbursement bond issuance and similar costs incurred prior to the commencement of acquisition and construction of the Project. (viii)Qualified Costs. The Borrower hereby represents, covenants and warrants that the proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note shall be used or deemed used by Borrower exclusively to pay Qualified Project Costs. (c)Limitation on Maturity. The average maturity of theTax-ExemptGovernmental Lender Note does not exceed 120 percent of the average reasonably expected economic life of the Project to be financed by the Funding Loan, weighted in proportion to the respective cost of each item comprising the property the cost of which has been or will be financed, directly or indirectly, with the net proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note. For purposes of the preceding sentence, the reasonably expected economic life of property shall be determined as of the later of (A)the Closing Date for the Funding Loan or (B)the date on which such property is placed in service (or expected to be placed in service). In addition, land shall not be taken into account in determining the reasonably expected economic life of property. (d)No Arbitrage. The Borrower shall not take any action or omit to take any action with respect to the Gross Proceeds of the Funding Loan or of any amounts expected to be used to pay the principal thereof or the interest thereon which, if taken or omitted, respectively, would cause the Tax- Exempt Governmental Lender Note to be classified as an “arbitrage bond” within the meaning of Section148 of the Code. Except as provided in the Funding Loan Agreement and this Borrower Loan Agreement, the Borrower shall not pledge or otherwise encumber, or permit the pledge or encumbrance of, any money, investment, or investment property as security for payment of any amounts due under this Borrower Loan Agreement or the Borrower Note relating to theportion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note, shall not establish any segregated reserve or similar fund for such purpose and shall not prepay any such amounts in advance of the redemption date of an equal principal amount of the Funding Loan, unless the Borrower has obtained in each case a Tax Counsel No Adverse Effect Opinion with respect to such action, a copy of which shall be provided to the Governmental Lender and the Funding Lender. The Borrower shall not, at any time prior to the final maturity of the Funding Loan, invest or cause any Gross Proceeds to be invested in any investment (or to use Gross Proceeds to replace money so 2016-03-08 Agenda Packet Page 585 51 invested), if, as a result of such investment the Yield of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note all investments acquired with Gross Proceeds (or with money replaced thereby) on or prior to the date of such investment exceeds the Yield of the Funding Loan to the Maturity Date, except as permitted by Section148 of the Code and Regulations thereunder or as provided in the Regulatory Agreement. The Borrower further covenants and agrees that it will comply with all applicable requirements of said Section148 and the rulesand Regulations thereunder relating to the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Noteand the interest thereon, including the employment of a Rebate Analyst acceptable to the Governmental Lender and Funding Lender forthe calculation of rebatable amounts to the United States Treasury Department. The Borrower agrees that it will cause the Rebate Analyst to calculate the rebatable amounts not later than forty-five days after the fifth anniversary of the Closing Date and each five years thereafter, and not later than forty-five days after the final Computation Date, and agrees that the Borrower will pay all costs associated therewith. The Borrower agrees to provide evidence of the employment of the Rebate Analyst satisfactory to the Governmental Lender and Funding Lenderand will provide to the Governmental Lender copies of all rebate calculations obtained from the Rebate Analyst. (e)No Federal Guarantee. Except to the extent permitted by Section149(b) of the Code and the Regulations and rulings thereunder, the Borrower shall not take or omit to take any action which would cause theTax-ExemptGovernmental Lender Note to be “federally guaranteed” within the meaning of Section149(b) of the Code and the Regulations and rulings thereunder. (f)Representations. The Borrower has supplied or caused to be supplied to Tax Counsel all documents, instruments and written information requested by Tax Counsel, and all such documents, instruments and written information supplied by or on behalf of the Borrower at the request of Tax Counsel, which have been reasonably relied upon by Tax Counsel in rendering its opinion with respect to the exclusion from gross income of the interest on theTax-Exempt Governmental Lender Note for federal income tax purposes, are true and correct in all material respects, do not contain any untrue statement of a material fact and do not omit to state any material fact necessary to be stated therein in order to make the information provided therein, in light of the circumstances under which such information was provided, not misleading, and the Borrower is not aware of any other pertinent information which Tax Counsel has not requested. (g)Qualified Residential Rental Project. The Borrower hereby covenants and agrees that the Project will be operated as a “qualified residential rental project” within the meaning of Section142(d) of the Code, on a continuous basis during the longer of the Qualified Project Period (as defined in the Regulatory Agreement) or any period during which any portion of the Tax-Exempt Governmental Lender Note remains outstanding, to the end that the interest on theTax-Exempt Governmental Lender Note shall be excluded from gross income for federal income tax purposes. The Borrower hereby covenants and agrees, continuously during the Qualified Project Period, to comply with all the provisions of the Regulatory Agreement. (h)Information Reporting Requirements. The Borrower will comply with the information reporting requirements of Section149(e)(2) of the Code requiring certain information regarding theTax-ExemptGovernmental Lender Note to be filed with the Internal Revenue Service within prescribed time limits. (i)Funding Loan Not a Hedge Bond. The Borrower covenants and agrees that not more than 50% of the proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt 2016-03-08 Agenda Packet Page 586 52 Governmental Lender Notewill be invested in Nonpurpose Investments having a substantially guaranteed Yield for four years or more within the meaning of Section149(f)(3)(A)(ii) of the Code, and the Borrower reasonably expects that at least 85% ofthe spendable proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Notewill be used to carry out the governmental purposes of the FundingLoan within the three-year period beginning on the Closing Date. (j)Termination of Restrictions. Although the parties hereto recognize that, subject to the provisions of the Regulatory Agreement, the provisions of this Borrower Loan Agreement shall terminate in accordance with Section10.14 hereof, the parties hereto recognize that pursuant to the Regulatory Agreement, certain requirements, including the requirements incorporated by reference in this Section, may continue in effect beyond the term hereof. (k)Public Approval. The Borrower covenants and agrees that the proceeds of the Funding Loan will not be used by Borrower in a manner that deviates in any substantial degree from the Project described in the written notice of a public hearing regarding the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note. (l)40/60 Test Election. The Borrower and the Governmental Lender hereby elect to apply the requirements of Section142(d)(1)(B) to the Project. The Borrower hereby represents, covenants and agrees, continuously during the Qualified Project Period, to comply with all the provisions of the Regulatory Agreement. (m)Modification of Tax Covenants. Subsequent to the origination of the Funding Loan and prior to its payment in full (or provision for the payment thereof having been made in accordance with the provisions of the Funding Loan Agreement), this Section5.34 hereof may not be amended, changed, modified, altered or terminated except as permitted herein and by the Funding Loan Agreement and with the Written Consent of the Governmental Lender and the Funding Lender. Anything contained in this Borrower Loan Agreement or the Funding Loan Agreement to the contrary notwithstanding, the Governmental Lender, the Funding Lender and the Borrower hereby agree to amend this Borrower Loan Agreement and, if appropriate, the Funding Loan Agreement and the Regulatory Agreement, to the extent required, in the opinion of Tax Counsel, in order for interest on theTax-ExemptGovernmental Lender Note to remain excludable from gross income for federal income tax purposes. The party requesting such amendment, which may include the Funding Lender, shall notify the other parties to this Borrower Loan Agreement of the proposed amendment and send a copy of suchrequested amendment to Tax Counsel. After review of such proposed amendment, Tax Counsel shall render to the Funding Lender and the Governmental Lender an opinion as to the effect of such proposed amendment upon the includability of interest on the Tax- Exempt Governmental Lender Note in the gross income of the recipient thereof for federal income tax purposes. The Borrower shall pay all necessary fees and expenses incurred with respect to such amendment. The Borrower, the Governmental Lender and, where applicable, the Funding Lender per written instructions from the Governmental Lender shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including without limitation, an amendment to the Regulatory Agreement, with a file-stamped copy to the Funding Lender, necessary to effectuate the intent of this Section5.34, and the Borrower and the Governmental Lender hereby appoint the Funding Lender as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the Governmental Lender, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Tax Counsel) if either the Borrower or the Governmental Lender defaults in the performance of its 2016-03-08 Agenda Packet Page 587 53 obligation under this Section5.34; provided, however, that the Funding Lender shall take no action under this Section5.34 without first notifying the Borrower or the Governmental Lender, as is applicable, of its intention to take such action and providing the Borrower or the Governmental Lender, as is applicable, a reasonable opportunity to comply with the requirements of this Section5.34. The Borrower irrevocably authorizes and directs the Funding Lender and any other agent designated by the Governmental Lender to make payment of such amounts from funds of the Borrower, if any, held by the Funding Lender, or any agent of the Governmental Lender or the Funding Lender. The Borrower further covenants and agrees that, pursuant to the requirements of Treasury Regulation Section1.148-1(b), it (or any related person contemplated by such regulations) will not purchase interests in the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Noteor the Tax-Exempt Governmental Lender Note in an amount related to the amount of the Borrower Loan. Section 5.35.Payment of Rebate. (a)Arbitrage Rebate. The Borrower agrees to take all steps necessary to compute and pay any rebatable arbitrage relating to the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Noteor the Tax-Exempt Governmental Lender Note in accordance with Section148(f) of the Code including: (i)Delivery of Documents and Money on Computation Dates. The Borrower will deliver to the Fiscal Agent, with a copy to the Funding Lender, within 55 days after each Computation Date: (A)with a copy to the Governmental Lender, a statement, signed by the Borrower, stating the Rebate Amount as of such Computation Date; (B)if such Computation Date isan Installment Computation Date, an amount that, together with any amount then held for the credit of the Rebate Fund, is equal to at least 90% of the Rebate Amount as of such Installment Computation Date, less any “previous rebate payments” made to the United States (as that term is used in Section1.148-3(f)(1) of the Regulations), or (2)if such Computation Date is the final Computation Date, an amount that, together with any amount then held for the credit of the Rebate Fund, is equal to the Rebate Amount as of such final Computation Date, less any “previous rebate payments” made to the United States (as that term is used in Section1.148-3(f)(1) of the Regulations); and (C)with a copy to the Governmental Lender, an Internal Revenue Service Form 8038-T properly signed and completed as of such Computation Date. (ii)Correction of Underpayments. Ifthe Borrower shall discover or be notified as of any date that any payment paid to the United States Treasury pursuant to this Section5.35 of an amount described in Section5.35(a)(i)(A) or (B) above shall have failed to satisfy any requirement of Section1.148-3 of the Regulations (whether or not such failure shall be due to any default by the Borrower, the Governmental Lender or the Funding Lender), the Borrower shall (1)pay to the Fiscal Agent (for deposit to the Rebate Fund) and cause the Fiscal Agent to pay to the United States Treasury from the Rebate Fund the underpayment of the Rebate Amount, together with any penalty and/or interest due, as specified in Section1.148-3(h) of the Regulations, within 175 days after any 2016-03-08 Agenda Packet Page 588 54 discovery or notice and (2)deliver to the Fiscal Agent an Internal Revenue Service Form 8038-T completed as of such date. If such underpayment of the Rebate Amount, together with any penalty and/or interest due, is not paid to the United States Treasury in the amount and manner and by the time specified in the Regulations, the Borrower shall take such steps as are necessary to prevent the Tax-Exempt Governmental Lender Note from becoming an arbitrage bond within the meaning of Section148 of the Code. (iii)Records. The Borrower shall retain all of its accounting records relating to the funds established under this Borrower Loan Agreement and all calculations made in preparing the statements described in this Section5.35 for at least six years after the later of the final maturity of the Governmental Lender Notesor the date the Funding Loan is retired in full. (iv)Costs. The Borrower agrees to pay all of the fees and expenses of a nationally recognized Tax Counsel, the Rebate Analyst a certified public accountant and any other necessary consultant employed by the Borrower or the Funding Lender in connection with computing the Rebate Amount. (v)No Diversion of Rebatable Arbitrage. The Borrower will not indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the Gross Proceeds of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Notewhich is not purchased at Fair Market Value or includes terms that the Borrower would not have included ifsuch portion ofthe Funding Loan were not subject to Section148(f) of the Code. (vi)Modification of Requirements. If at any time during the term of this Borrower Loan Agreement, the Governmental Lender, the Funding Lender or the Borrower desires to take any action which would otherwise be prohibited by the terms of this Section5.35, such Person shall be permitted to take such action if it shall first obtain and provide to the other Persons named herein a Tax Counsel No Adverse Effect Opinion (as defined in the Funding Loan Agreement) with respect to such action. (b)Rebate Fund. The Borrower acknowledges that the Fiscal Agent shall establish and hold a separate fund designated as the “Rebate Fund” under the Funding Loan Agreement and deposit or transfer to the credit of the Rebate Fund each amount delivered to the Fiscal Agent by the Borrower for deposit thereto and each amount directed by the Borrower to be transferred thereto, as further described in Section7.8 of the Funding Loan Agreement. Section 5.36.Covenants under Funding Loan Agreement. The Borrower will fully and faithfully perform all the duties and obligations which the Governmental Lender has covenanted and agreed in the Funding Loan Agreement to cause the Borrower to perform and any duties and obligations which the Borrower is required in the Funding Loan Agreement to perform. The foregoing will not apply to any duty or undertaking of the Governmental Lender that by its nature cannot be delegated or assigned. Section 5.37.Continuing Disclosure Agreement. The Borrower and the Funding Lender shall enter into the Continuing Disclosure Agreement to provide for the continuing disclosure of information about the Funding Loan, the Borrower andother matters as specifically provided for in such agreement. 2016-03-08 Agenda Packet Page 589 55 ARTICLE VI NEGATIVE COVENANTS Borrower hereby covenants and agrees as follows, which covenants shall remain in effect so long as any Borrower Payment Obligation or other obligation of Borrower under anyof the other Borrower Loan Documents or the Funding Loan Documents remains outstanding or unperformed. Borrower covenants and agrees that it will not, directly or indirectly: Section 6.1.Management Agreement. Without first obtaining the Funding Lender’s prior Written Consent, enter into the Management Agreement, and thereafter the Borrower shall not, without the Funding Lender’s prior Written Consent (which consent shall not be unreasonably withheld) and subject to the Regulatory Agreement: (i)surrender, terminateor cancel the Management Agreement or otherwise replace the Manager or enter into any other management agreement; (ii)reduce or consent to the reduction of the term of the Management Agreement; (iii)increase or consent to the increase of the amount of any charges under the Management Agreement; (iv)otherwise modify, change, supplement, alter or amend in any material respect, or waive or release in any material respect any of its rights and remedies under, the Management Agreement; or (v)suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement). Section 6.2.Dissolution. Dissolve or liquidate, in whole or in part, merge with or consolidate into another Person. Section 6.3.Change in Business or Operation of Property. Enter into any line of business other than the ownership and operation of the Project, or makeany material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business and activities incidental or related thereto or otherwise cease to operate the Project as a multi-family property or terminate such business for any reason whatsoever (other than temporary cessation in connection with construction or rehabilitation, as appropriate, of the Project). Section 6.4.Debt Cancellation. Cancel or otherwise forgive or release any claim or debt owed to the Borrower by a Person, except for adequate consideration or in the ordinary course of the Borrower’s business in its reasonable judgment. Section 6.5.Assets. Purchase or own any real property or personal property incidental thereto other than the Project. Section 6.6.Transfers. Make, suffer or permit the occurrence of any Transfer other than a transfer permitted under the Security Instrument and Section10 of the Regulatory Agreement, nor transfer any material License required for the operation of the Project. Section 6.7.Debt. Other than as expressly approved in writing by the Funding Lender, create, incur or assume any indebtedness for borrowed money (including subordinate debt) whether unsecured or secured by all or any portion of theProject or interest therein or in the Borrower or any partner thereof (including subordinate debt) other than (i)the Borrower Payment Obligations, (ii)the 2016-03-08 Agenda Packet Page 590 56 Subordinate Debt, (iii)secured indebtedness incurred pursuant to or permitted by the Borrower Loan Documents and the Funding Loan Documents, (iv)trade payables incurred in the ordinary course of business and (v)deferred developer fees. Section 6.8.Assignment of Rights. Without the Funding Lender’s prior Written Consent, attempt to assign the Borrower’s rights or interest under any Borrower Loan Document or Funding Loan Document in contravention of any Borrower Loan Document or Funding Loan Document. Section 6.9.Principal Place of Business. Change its principal place of business without providing 30 days’ prior Written Notice of the change to the Funding Lender and the Servicer. Section 6.10.Partnership Agreement. Without the Funding Lender’s prior Written Consent (which consent shall not be unreasonably withheld) surrender, terminate, cancel, modify, change, supplement, alter or amendin any material respect, or waive or release in any material respect (except as allowed by the Security Instrument), any of its rights or remedies under the Partnership Agreement; provided, however, the consent of Funding Lender is not required for an amendment of the Partnership Agreement resulting solely from the “Permitted Transfer” of partnership interests of Borrower as defined in and permitted by the Security Instrument. Section 6.11.ERISA. Maintain, sponsor, contribute to or become obligated to contribute to, or suffer or permit any ERISA Affiliate of the Borrower to, maintain, sponsor, contribute to or become obligated to contribute to, any Plan, or permit the assets of the Borrower to become “plan assets,” whether by operation of law or under regulations promulgated under ERISA. Section 6.12.No Hedging Arrangements. Without the prior Written Consent of the Funding Lender or unless otherwise required by this Borrower Loan Agreement, the Borrower will not enter into or guarantee, provide security for or otherwise undertake any form of contractual obligation with respect to any interest rate swap, interest rate cap or other arrangement that has the effect of an interest rate swap or interest rate cap or that otherwise (directly or indirectly, derivatively or synthetically) hedges interest rate risk associated with being a debtor of variable rate debt or any agreement or other arrangement to enter into any of the above on a future date or after the occurrence of one or more events in the future. Section 6.13.Loans and Investments; Distributions; Related Party Payments. (a)Without the prior Written Consent of Funding Lender in each instance, Borrower shall not (i)lend money, make investments, or extend credit, other than in the ordinary course of its business as presently conducted; or (ii)repurchase, redeem or otherwise acquire any interest in Borrower, any Affiliate or any other Person owning an interest, directly or indirectly, in Borrower, or make any distribution, in cash or in kind, in respect of interests in Borrower, any Affiliate or any other Person owning an interest, directly or indirectly, in Borrower (except to the extent permitted by the Security Instrument and subject to the limitations set forth in Section5.27 hereof). (b)Disbursements for fees and expenses of any Affiliate of Borrower and developer fees (however characterized) will only be paid to the extent that such fee or expense bears a proportionate relationship to the percentage of completion of the construction or rehabilitation, as the case may be, of the Improvements, as determined by the Construction Consultant, and only after deducting the applicable Retainage. Except as otherwise permitted hereunder or by the Funding Lender, no 2016-03-08 Agenda Packet Page 591 57 Disbursements for the Developer Fee or any “deferred developer fees” shall be made prior to the Conversion Date. Section 6.14.Amendment of Related Documents or CC&R’s. Without the prior Written Consent of Funding Lender in each instance, except as provided herein, Borrower shall not enter into or consent to any amendment, termination, modification, or other alteration of any of the Related Documents or any of the CC&R’s (including, without limitation, those contained in the Borrower Loan Agreement, any Architect’s Agreement or Engineer’s Contract, any Construction Contract, and any Management Agreement, but excluding the Partnership Agreement, which is covered by Section6.10), or any assignment, transfer, pledge or hypothecation of any of its rights thereunder, if any. Section 6.15.Personal Property. Borrower shall not install materials, personal property, equipment or fixtures subject to any security agreement or other agreement or contract wherein the right is reserved to any Person other than Borrower to remove or repossess any such materials, equipment or fixtures, or whereby title to any of the same is not completely vested in Borrower at the time of installation, without Funding Lender’s prior Written Consent; provided, however, that this Section6.15 shall not apply to laundry equipment or other equipment that is owned by a third-party vendor and commercial tenants. Section 6.16.Fiscal Year. Without Funding Lender’s Written Consent, which shall not be unreasonably withheld, neither Borrower nor General Partner shall change the times of commencement or termination of its fiscal year or other accounting periods, or change its methods of accounting, other than to conform to GAAP. Section 6.17.Publicity. Neither Borrower nor General Partner shall issue any publicity release or other communication to any print, broadcast or on-line media, post any sign or in any other way identify Funding Lender orany of its Affiliates as the source of the financing provided for herein, without the prior written approval of Funding Lender in each instance (provided that nothing herein shall prevent Borrower or General Partner from identifying Funding Lender or its Affiliates as the source of such financing to the extent that Borrower or General Partner are required to do so by disclosure requirements applicable to publicly held companies). Borrower and General Partner agree that no sign shall be posted on the Project in connection with the construction or rehabilitation of the Improvements unless such sign identifies Citigroup and its affiliates as the source of the financing provided for herein or Funding Lender consents to not being identified on any such sign. Section 6.18.Subordinate Loan Documents. Without Funding Lender’s prior written consent, Borrower will not surrender, terminate, cancel, modify, change, supplement, alter, amend, waive, release, assign, transfer, pledge or hypothecate any of its rights or remedies underthe Subordinate Loan Documents. ARTICLE VII RESERVED 2016-03-08 Agenda Packet Page 592 58 ARTICLE VIII DEFAULTS Section 8.1.Events of Default. Each of the following events shall constitute an “Event of Default” under the Borrower Loan Agreement: (a)failure by the Borrower to pay any Borrower Loan Payment in the manner and on the date such payment is due in accordance with the terms and provisions ofone or both ofthe Borrower Notes, or the failure by the Borrower to pay any Additional Borrower Payment on the date such payment is due in accordance with the terms and provisionsofone or both ofthe Borrower Notes, the Security Instrument, this Borrower Loan Agreement or any other Borrower Loan Document; (b)failure by or on behalf of the Borrower to pay when due any amount (other than as provided in subsection (a) above or elsewhere in this Section8.1) required to be paid by the Borrower under this Borrower Loan Agreement,one or both ofthe Borrower Notes, the Security Instrument or any of the other Borrower Loan Documents or Funding Loan Documents, including a failure to repay any amounts that have been previously paid but are recovered, attached or enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings, which default remains uncured for a period of five (5) days after Written Notice thereof shall have been given to the Borrower; (c)an Event of Default, as defined in the Borrower Note, the Security Instrument or any other Borrower Loan Document, occurs (or to the extent an “Event of Default” is not defined in any other Borrower Loan Document, any default or breach by the Borrower or any Guarantor of its obligations, covenants, representations or warranties under such Borrower Loan Document occurs and any applicable notice and/or cure period has expired); (d)any representation or warranty made by any of theBorrower, the Guarantor or the General Partner in any Borrower Loan Document or Funding Loan Document to which it is a party, or in any report, certificate, financial statement or other instrument, agreement or document furnished by the Borrower, the Guarantor or the General Partner in connection with any Borrower Loan Document or Funding Loan Document, shall be false or misleading in any material respect as of the Closing Date; (e)the Borrower shall make a general assignment for the benefit of creditors, or shall generally not be paying its debts as they become due; (f)the Borrower Controlling Entity shall make a general assignment for the benefit of creditors, shall generally not be paying its debts as they become due, or an Act of Bankruptcy with respect to the Borrower Controlling Entity shall occur, unless in all cases the Borrower Controlling Entity is replaced with a substitute Borrower Controlling Entity that satisfies the requirements of Section21 of the Security Instrument; which, in the case of a nonprofit Borrower Controlling Entity, may be replaced within sixty (60) days of such event with another nonprofit Borrower Controlling Entity acceptable to the Funding Lender, in which case no Event of Default shall be deemed to have occurred; (g)any portion of Borrower Deferred Equity to be made by Equity Investor and required for (i)completion of the construction of the Improvements, (ii)the satisfaction of the Conditions of 2016-03-08 Agenda Packet Page 593 59 Conversion or (iii)the operation of the Improvements, is not received in accordance with the Partnership Agreement (and subject to the terms and conditions set forth therein) after the expiration of all applicable notice and cure periods; and Borrower fails to deposit with or pay to Funding Lender the amount of the unfunded Borrower Deferred Equity in order to maintain the Project “in balance” in accordance with the Construction Funding Agreement; (h)the failure by Borrower or any ERISA Affiliate of Borrower to comply in all respects with ERISA, or the occurrence of any other event (with respect to the failure of Borrower or any ERISA Affiliate to pay any amount required to be paid under ERISA or with respect to the termination of, or withdrawal of Borrower or any ERISA Affiliate from, any employee benefit or welfare plan subject to ERISA) the effect of which is to impose upon Borrower (after giving effect to the tax consequences thereof) for the payment of any amount in excess of Fifty Thousand Dollars ($50,000); (i)a Bankruptcy Event shall occur with respect to Borrower, any General Partner or Guarantor, or there shall be a change in the assets, liabilities or financial position of any such Person which has a material adverse effect upon the ability of such Person to perform such Person’s obligations under this Borrower Loan Agreement, any other Borrower Loan Document or any Related Document, provided that any such Bankruptcy Event with respect to a Guarantor shall not constitute an Event of Default: (i)if such Bankruptcy Event occurs on or after the date upon which the Guaranty terminates in accordance with its terms (or the date upon which all of the Guaranties have terminated in accordance with their terms, if more than one Guaranty was executed by such Guarantor), or (ii)if such Bankruptcy Event occurs prior to the date upon which the Guaranty terminates in accordance with its terms (or the date upon which all of the Guaranties have terminated in accordance with their terms, if more than one Guaranty was executed by such Guarantor) and the Borrower replaces such Guarantor with a person or entity satisfying the Funding Lender’s mortgage credit standards for principals and acceptable to the Funding Lender in its sole and absolute discretion within thirty (30) days after notice thereof from the Funding Lender, and provided further that any such Bankruptcy Event with respect to the Managing General Partner shall not constitute an Event of Default if the Managing General Partner is replaced with a substitute non-profit managing general partner that satisfies the requirements of Section 21 of the Security Instrument and is acceptable to Funding Lender in its sole and absolute discretion within thirty (30) days after notice thereof from Funding Lender; (j)all or any part of the property of Borrower is attached, levied upon or otherwise seized by legal process, and such attachment, levy or seizure is not quashed, stayed or released: (i)prior to completion of the construction or rehabilitation, as the case may be, of the Improvements, within ten (10) days of the date thereof or (ii)after completion of the construction or rehabilitation, as the case may be, of the Improvements, within thirty (30) days of the date thereof; (k)subject to Section10.16 hereof, Borrower fails to pay when due any monetary obligation (other than pursuant to this Borrower Loan Agreement) to any Person in excess of $100,000, and such failure continues beyond the expiration of any applicable cure or grace periods; (l)any material litigation or proceeding is commenced before any Governmental Authority against or affecting Borrower, any General Partner or Guarantor, or property of Borrower, any General Partner or Guarantor, or any part thereof, and such litigation or proceeding is not defended diligently and in good faith by Borrower, any General Partner or Guarantor, as applicable, provided that any such material litigation or proceeding against a Guarantor shall not constitute an 2016-03-08 Agenda Packet Page 594 60 Event of Default: (i)if such material litigation is commenced on or after the date upon which the Guaranty terminates in accordance with its terms (or the date upon which all of the Guaranties have terminated in accordance with their terms, if more than one Guaranty was executed by such Guarantor), or (ii)if such material litigation or proceeding is commenced prior to the date upon which the Guaranty terminates in accordance with its terms (or the date upon which all of the Guaranties have terminated in accordance with their terms, if more than one Guaranty was executed by such Guarantor) and the Borrower replaces such Guarantor with a person or entity satisfying the Funding Lender’s mortgage credit standards for principals and acceptable to the Funding Lender in its sole and absolute discretion within thirty (30) days after notice thereof from the Funding Lender, and provided further that any such material litigation or proceeding against the Managing General Partner shall not constitute an Event of Default if the Managing General Partner is replaced with a substitute non-profit managing general partner that satisfies the requirements of Section 21 of the Security Instrument and is acceptable to Funding Lender in its sole and absolute discretion within thirty (30) days after notice thereof from Funding Lender; (m)a final judgment or decree for monetary damages in excess of $50,000 or a monetary fine or penalty (not subject to appeal or as to which the time for appeal has expired) is entered against Borrower, any General Partner or Guarantor by any Governmental Authority, and such judgment, decree, fine or penalty is not paid and discharged, bondedor stayed (i)prior to completion of the construction or rehabilitation, as the case may be, of the Improvements, within ten (10) days after entry thereof or (ii)after completion of the construction or rehabilitation, as the case may be, of the Improvements, within thirty (30) days after entry thereof (or such longer period as may be permitted for payment by the terms of such judgment, fine or penalty) , provided that any such judgment, decree, fine or penalty against a Guarantor shall not constitute an Event of Default: (i)if such judgment, decree, fine or penalty is entered on or after the date upon which the Guaranty terminates in accordance with its terms (or the date upon which all of the Guaranties have terminated in accordance with their terms, if more than one Guaranty was executed by such Guarantor), or (ii)if such judgment, decree, fine or penalty is entered prior to the date upon which the Guaranty terminates in accordance with its terms (or the date upon which all of the Guaranties have terminated in accordance with their terms, if more than one Guaranty was executed by such Guarantor) and the Borrower replaces such Guarantor with a person or entity satisfying the Funding Lender’s mortgage credit standards for principals and acceptable to the Funding Lender in its sole and absolute discretion within thirty (30) days after notice thereof from the Funding Lender, and provided further that any such judgment, decree, fine or penalty against the managing general partner shall not constitute an Event of Default if the managing general partner is replaced with a substitute non-profit managing general partner that satisfies the requirements of Section 21 of the Security Instrument and is acceptable to Funding Lender in its sole and absolute discretion within thirty (30) days after notice thereof from Funding Lender; (n)a final, un-appealable and uninsured money judgment or judgments, in favor of any Person other than a Governmental Authority, in the aggregate sum of $50,000 or more shall be rendered against Borrower, any General Partner or Guarantor, or against any of their respective assets, that is not paid, superseded, bondedor stayed (i)prior to completion of the construction of the Improvements, within ten (10) days after entry thereof or (ii)after completion of the construction of the Improvements, within thirty (30) days after entry thereof (or such longer period as may be permitted for payment by the terms of such judgment); or any levy of execution, writ or warrant of attachment, or similar process, is entered or filed against Borrower, any General Partner or Guarantor, or against any of their respective assets (that is likely to have a material adverse effect upon the ability of Borrower, any General Partner or Guarantor to perform their respective 2016-03-08 Agenda Packet Page 595 61 obligations under this Borrower Loan Agreement, any other Borrower Loan Document or any Related Document), and such judgment, writ, warrant or process shall remain unsatisfied, unsettled, unvacated, unhanded and unstayed (i)prior to completion of the construction or rehabilitation, as the case may be, of the Improvements, for a period of ten (10) days or (ii)after completion of the construction of the Improvements, for a period of thirty (30) days, or in any event later than five (5) Business Days prior to the date of any proposed sale thereunder, provided that any such judgment, levy, writ, warrant, attachment or similar process against a Guarantor shall not constitute an Event of Default: (i)if such judgment, levy, writ, warrant, attachment or similar process is entered on or after the date upon which the Guaranty terminates in accordance with its terms (or the date upon which all of the Guaranties have terminated in accordance with their terms, if more than one Guaranty was executed by such Guarantor), or (ii)if such judgment, levy, writ, warrant, attachment or similar process is entered prior to the date upon which the Guaranty terminates in accordance with its terms (or the date upon which all of the Guaranties have terminated in accordance with their terms, if more than one Guaranty was executed by such Guarantor) and the Borrower replaces such Guarantor with a person or entity satisfying the Funding Lender’s mortgage credit standards for principals and acceptable to the Funding Lender in its sole and absolute discretion within thirty (30) days after notice thereof from the Funding Lender, and provided further that any such judgment, levy, writ, warrant, attachment or similar process against the managing general partner shall not constitute an Event of Default if the managing general partner is replaced with a substitute non-profit managing general partner that satisfies the requirements of Section 21 of the Security Instrument and is acceptable to Funding Lender in its sole and absolute discretion within thirty (30) days after notice thereof from Funding Lender; (o)the inability of Borrower to satisfy any condition for the receipt of a Disbursement hereunder (other than an Event of Default specifically addressed in this Section8.1) and failure to resolve the situation to the satisfaction of Funding Lender for a period in excess of thirty (30) days after Written Notice from Funding Lender unless (i)such inability shall have been caused by conditions beyond the control of Borrower, including, without limitation, acts of God or the elements, fire, strikes and disruption of shipping; (ii)Borrower shall have made adequate provision, acceptable to Funding Lender, for the protection of materials stored on-site or off-site and for the protection of the Improvements to the extent then constructed against deterioration and against other loss or damage or theft; (iii)Borrower shall furnish to Funding Lender satisfactory evidence that such cessation of construction will not adversely affect or interfere with the rights of Borrower under labor and materials contracts or subcontracts relating to the construction or operation of the Improvements; and (iv)Borrower shall furnish to Funding Lender satisfactory evidence that the completion of the construction of the Improvements can be accomplished by the Completion Date; (p)the construction of the Improvements is abandoned or halted prior to completion for any period of thirty (30) consecutive days, provided that such cessation of construction shall not constitute an Event of Default if (i) such cessation of construction shall have been caused by conditions beyond the control of Borrower, including, without limitation, acts of God or the elements, acts of terrorism, acts of war, fire, strikes and disruption of shipping, Borrower notifies Funding Lender of such condition in writing within 15 days, and such cessation does not exceed an aggregate period of sixty (60) consecutive days; (ii) Borrower shall have made adequate provision, acceptable to Funding Lender, for the protection of materials stored on-site or off-site and for the protection of the Improvements to the extent then constructed against deterioration and against other loss or damage or theft; (iii) Borrower shall furnish to Funding Lender satisfactory evidence that such cessation of construction will not adversely affect or interfere with the rights of Borrower under labor and materials contracts or subcontracts relating to the construction or operation of the Improvements; 2016-03-08 Agenda Packet Page 596 62 and (iv) Borrower shall furnish to Funding Lender satisfactory evidence that the completion of the construction; (q)Borrower shall fail to keep in force and effect any material permit, license, consent or approval required under this Borrower Loan Agreement, or any Governmental Authority with jurisdiction over the Mortgaged Property or the Project orders or requires that construction of the Improvements be stopped, in whole or in part, or that any required approval, license or permit be withdrawn or suspended, and the order, requirement, withdrawal or suspension remains in effect for a period of thirty (30) days; (r)failure by the Borrower to Substantially Complete the construction of the Improvements in accordance with this Borrower Loan Agreement on or prior to the Substantial Completion Date; (s)failure by Borrower to complete the construction of the Improvements in accordance with this Borrower Loan Agreement on or prior to the Completion Date; (t)failure by Borrower to satisfy the Conditions to Conversion on or before the Outside Conversion Date or the Extended Outside Conversion Date, if applicable; (u)failure by any Subordinate Lender to disburse the proceeds of its Subordinate Loan in approximately such amounts and at approximately such times as set forth in the Cost Breakdown and in the Subordinate Loan Documents; (v)an “Event of Default” or “Default” (as defined in the applicable agreement) shall occur under any of the Subordinate Loan Documents, after the expiration of all applicable notice and cure periods; or (w)Borrower fails to obtain all grading, foundation, building and all other construction permits, licenses and authorizations from all applicable Government Authorities or third parties necessary for the completion of the construction or rehabilitation, as the case may be, of the Improvements, and the operation of, and access to, the Project, prior to the commencement of any work for which such permit, license or authorization is required; or (x)any failure by the Borrower to perform or comply with any of its obligations under this Borrower Loan Agreement (other than those specified in this Section9.1), as and when required, that continues for a period of thirty (30) days after written notice of such failure by Funding Lender or the Servicer on its behalf to the Borrower (with a copy to the limited partner of the Borrower); provided, however, if such failure is susceptible of cure but cannot reasonably be cured within such thirty (30) day period, and the Borrower shall have commenced to cure such failure within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for an additional period of time as is reasonably necessary for the Borrower in the exercise of due diligence to cure such failure, such additional period not to exceed sixty (60) days. However, no such notice or grace period shall apply to the extent such failure could, in the Funding Lender’s judgment, absent immediate exercise by the Funding Lender of a right or remedy under this Borrower Loan Agreement, result in harm to the Funding Lender, impairment of the Borrower Note or this Borrower Loan Agreement or any security given under any other Borrower Loan Document. 2016-03-08 Agenda Packet Page 597 63 Section 8.2.Remedies. Section 8.2.1Acceleration. Upon the occurrence of an Event of Default (other than an Event of Default described in paragraph (e), (f) or (i) of Section8.1) and at any time and from time to time thereafter, as long as such Event of Default continues to exist, in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principalof, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Note to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph (e), (f) or (i) of Section8.1, the Borrower Payment Obligations shall become immediately due and payable, without notice or demand, and the Borrower hereby expressly waives any such notice or demand, anything contained in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled by the Funding Lender. Section 8.2.2Remedies Cumulative. Upon the occurrence of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to the Funding Lender against the Borrower under the Borrower Loan Documents or at law or in equity may be exercised by the Funding Lender or the Fiscal Agent, at any time and from time to time, whether or not all or any of the Borrower Payment Obligations shall be declared due and payable, and whether or not the Funding Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Borrower Loan Documents. Any such actions taken by the Funding Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Funding Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of the Funding Lender permitted by law, equity or contract or as set forth in the Borrower Loan Documents. Without limiting the generality of the foregoing, the Borrower agrees that if an Event of Default is continuing, all Liens and other rights, remedies or privileges provided to the Funding Lender shall remain in full force and effect until they have exhausted all of its remedies, the Security Instrument has been foreclosed, the Project has been sold and/or otherwise realized upon satisfaction of the Borrower Payment Obligations or the Borrower Payment Obligations has been paid in full. To the extent permitted by applicable law, nothing contained in any Borrower Loan Document shall be construed as requiring the Funding Lender to resort to any portion of the Project for the satisfaction of any of the Borrower Payment Obligations in preference or priority to any other portion, and the Funding Lender may seek satisfaction out of the entire Project or any part thereof, in itsabsolute discretion. Notwithstanding any provision herein to the contrary, the Governmental Lender, the Fiscal Agent and the Funding Lender agree that any cure of any default made or tendered by the Equity Investor shall be deemed to be a cure by the Borrower and shall be accepted or rejected on the same basis as if made or tendered by the Borrower. Section 8.2.3Delay. No delay or omission to exercise any remedy, right, power accruing upon an Event of Default, or the granting of any indulgence or compromise by the Funding Lender or 2016-03-08 Agenda Packet Page 598 64 the Fiscal Agent shall impair any such remedy, right or power hereunder or be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Potential Default or Event of Default shall not be construed to be a waiver of any subsequent Potential Default or Event of Default or to impair any remedy, right or power consequent thereon. Notwithstanding any other provision of this Borrower Loan Agreement, the Funding Lender and the Fiscal Agent reserve the right to seek a deficiency judgment or preserve a deficiency claim, in connection with the foreclosure of the Security Instrument to the extent necessary to foreclose on the Project, the Rents, the funds or any other collateral. Section 8.2.4Set Off; Waiver of Set Off. Upon the occurrence of an Event of Default, Funding Lender may, at any time and from time to time, without notice to Borrower or any other Person (any such notice being expressly waived), set off andappropriate and apply (against and on account of any obligations and liabilities of the Borrower to the Funding Lender or the Fiscal Agent arising under or connected with this Borrower Loan Agreement and the other the Borrower Loan Documents and the Funding Loan Documents, irrespective of whether or not the Funding Lender shall have made any demand therefor, and although such obligations and liabilities may be contingent or unmatured), and the Borrower hereby grants to the Funding Lender, as security for the Borrower Payment Obligations, a security interest in, any and all deposits (general or special, including but not limited to Debt evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Debt atany time held or owing by the Funding Lender to or for the credit or the account of the Borrower. Section 8.2.5Assumption of Obligations. In the event that the Funding Lender or its assignee or designee shall become the legal or beneficial owner of the Project by foreclosure or deed in lieu of foreclosure, such party shall succeed to the rights and the obligations of the Borrower under this Borrower Loan Agreement, the Borrower Notes, the Regulatory Agreement, and any other the Borrower Loan Documents and Funding LoanDocuments 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. Section 8.2.6Accounts Receivable. Upon the occurrence of an Event of Default, Funding Lender shall have the right, to the extent permitted by law, to impound and take possession of books, records, notes and other documents evidencing Borrower’s accounts, accounts receivable and other claims for payment of money, arising in connection with the Project, and to make direct collections on such accounts, accounts receivable and claims for the benefit of Funding Lender. Section 8.2.7Defaults under Other Documents. Funding Lender shall have the right to cure any default under any of the Related Documents and the Subordinate Loan Documents, but shall have no obligation to do so. Section 8.2.8Abatement of Disbursements. Notwithstanding any provision to the contrary herein or any of the other Borrower Loan Documents or the Funding Loan Documents, Funding Lender’s obligation to make further Disbursements shall abate (i)during the continuance of any Potential Default, (ii)after any disclosure to Funding Lender of any fact or circumstance that, absent such disclosure, would cause any representation or warranty of Borrower to fail to be true and correct in all material respects, unless and until Funding Lender elects to permit further Disbursements notwithstanding such event or circumstance; and (iii)upon the occurrence of any Event of Default. 2016-03-08 Agenda Packet Page 599 65 Section 8.2.9Completion of Improvements. Upon the occurrence of any Event of Default, Funding Lender shall have the right to cause an independent contractor selected by Funding Lender to enter into possession of the Project and to perform any and all work and labor necessary for the completion of the Project substantially in accordance with the Plans and Specifications, if any, and to perform Borrower’s obligations under this Borrower Loan Agreement. All sums expended by Funding Lender for such purposes shall be deemed to have been disbursed to and borrowed by Borrower and shall be secured by the Security Documents. Section 8.2.10Right to Directly Enforce. Notwithstanding any other provision hereof to the contrary, the Funding Lender shall have the right to directly enforce all rights and remedies hereunder with or without involvement of the Governmental Lender or the Fiscal Agent, provided that only the Governmental Lender may enforce the Unassigned Rights. In the event that any of the provisions set forth in this Section8.2.10 are inconsistent with the covenants, terms and conditions of the Security Instrument, the covenants, terms and conditions of the Security Instrument shall prevail. Section 8.2.11Power of Attorney. Effective upon the occurrence of an Event of Default, and continuing until and unless such Event of Default is cured or waived, Borrower hereby constitutes and appoints Funding Lender, or an independent contractor selected by Funding Lender, as its true and lawful attorney-in-fact with full power of substitution, for the purposes of completion of the Project and performance of Borrower’s obligations under this Borrower Loan Agreement in the name of Borrower, and hereby empowers said attorney-in-fact to do any or all of the following upon the occurrence and continuation of an Event of Default (it being understood and agreed that said power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked until full payment and performance ofall obligations under this Borrower Loan Agreement and the other Borrower Loan Documents and the Funding Loan Documents): (a)to use any of the funds of Borrower or General Partner, including any balance of the Borrower Loan, as applicable, and any funds which may be held by Funding Lender for Borrower (including all funds in all deposit accounts in which Borrower has granted to Funding Lender a security interest), for the purpose of effecting completion of the construction of the Improvements, in the manner called for by the Plans and Specifications; (b)to make such additions, changes and corrections in the Plans and Specifications as shall be necessary or desirable to complete the Project in substantially the manner contemplated by the Plans and Specifications; (c)to employ any contractors, subcontractors, agents, architects and inspectors required for said purposes; (d)to employ attorneys to defend against attempts to interfere with the exercise of power granted hereby; (e)to pay, settle or compromise all existing bills and claims which are or may be liens against the Project, the Improvements or the Project, or may be necessary or desirable for the completion of the construction of the Improvements, or clearance of objections to or encumbrances on title; (f)to execute all applications and certificates in the name of Borrower, which may be required by any other construction contract; 2016-03-08 Agenda Packet Page 600 66 (g)to prosecute and defend all actions or proceedings in connection with the Project and to take such action, require such performance and do any and every other act as is deemed necessary with respect to the completion of the construction of the Improvements, which Borrower might do on its own behalf; (h)to let new or additional contracts to the extent not prohibited by their existing contracts; (i)to employ watchmen and erect security fences to protect the Project from injury; and (j)to take such action and require such performance as it deems necessary under any of the bonds or insurance policies to be furnished hereunder, to make settlements and compromises with the sureties or insurers thereunder, and in connection therewith to execute instruments of release and satisfaction. It is the intention of the parties hereto that upon the occurrence and continuance of an Event of Default, rights and remedies may be pursued pursuant to the terms of the Borrower Loan Documents and the Funding Loan Documents. The parties hereto acknowledge that, among the possible outcomes to the pursuit of such remedies, is the situation where the Funding Lender assignees or designees become the owner of the Project and assume the obligations identified above, and the Borrower Notes, the Borrower Loan and the other Borrower Loan Documents and Funding Loan Documents remain outstanding. ARTICLE IX SPECIAL PROVISIONS Section 9.1.Sale of Note and Secondary Market Transaction. Section 9.1.1Cooperation. Subject to the restrictions of Section2.4 of the Funding Loan Agreement, at the Funding Lender’s or the Servicer’s request (to the extent not already required to be provided by the Borrower under this Borrower Loan Agreement), the Borrower shall use reasonable efforts to satisfy the market standards to which the Funding Lender or the Servicer customarily adheres or which may be reasonably required in the marketplace or by the Funding Lender or the Servicer in connection with one or more sales or assignments of all or a portion of the Borrower Loan or participations therein or securitizations of single or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or a portion of the Borrower Loan (each such sale, assignment and/or securitization, a “Secondary Market Transaction”); provided that neither the Borrower nor the Governmental Lender shall incur any third party or other out-of-pocket costs and expenses in connection with a SecondaryMarket Transaction, including the costs associated with the delivery of any Provided Information or any opinion required in connection therewith, and all such costs shall be paid by the Funding Lender or the Servicer, and shall not materially modify Borrower’s rights or obligations. Without limiting the generality of the foregoing, the Borrower shall, so long as the Borrower Loan is still outstanding: (a)(i)provide such financial and other information with respect to the Borrower Loan, and with respect to the Project, the Borrower, the Manager, the contractor of the Project or the Borrower Controlling Entity, (ii)provide financial statements, audited, if available, relating to the Project with customary disclaimers for any forward looking statements or lack of audit, and (iii), at 2016-03-08 Agenda Packet Page 601 67 the expense of the Funding Lender or the Servicer, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Project, as may be reasonably requested from time to time by the Funding Lender or the Servicer or the Rating Agencies or as may be necessary or appropriate in connection witha Secondary Market Transaction or Exchange Act requirements (the items provided to the Funding Lender or the Servicer pursuant to this paragraph (a) being called the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to the Funding Lender or the Servicer and the Rating Agencies; (b)make such representations and warranties as of the closing date of any Secondary Market Transaction with respect to the Project, the Borrower, the Borrower Loan Documents and the Funding Loan Documents reasonably acceptable to the Funding Lender or the Servicer, consistent with the facts covered by such representations and warranties as they exist on the date thereof; and (c)execute such amendments to the Borrower Loan Documents and the Funding Loan Documents to accommodate such Secondary Market Transaction so long as such amendment does not affect the material economic terms of the Borrower Loan Documents and the Funding Loan Documents and is not otherwise adverse to the Borrower in its reasonable discretion. Section 9.1.2Use of Information. The Borrower understands that certain of the Provided Information and the required records may be included in disclosure documents in connection with a Secondary Market Transaction, including a prospectus or private placement memorandum (each, a “Secondary Market Disclosure Document”), or provided or made available to investors or prospective investors in the Securities, the Rating Agencies and service providers or other parties relating to the Secondary Market Transaction. In the event that the Secondary Market Disclosure Document is required to be revised, the Borrower shall cooperate, subject to Section9.1.1(c) hereof, with the Funding Lender and the Servicer in updating the Provided Information or required records for inclusion or summary in the Secondary Market Disclosure Document or for other use reasonably required in connection with a Secondary Market Transaction by providing all current information pertaining to the Borrower and the Project necessary to keep the Secondary Market Disclosure Document accurate and complete in all material respects with respect to such matters. The Borrower hereby consents to any and all such disclosures of such information. The Borrower and the Funding Lender agree and acknowledge that the Governmental Lender undertakes no obligation hereunder or in the Funding Loan Agreement to participate in the preparation of, or to approve, any Secondary Market Disclosure Document. Section 9.1.3Borrower Obligations Regarding Secondary Market Disclosure Documents. In connection with a Secondary Market Disclosure Document, the Borrower shall provide, or in the case of a Borrower-engaged thirdparty such as the Manager, cause it to provide, information reasonably requested by the Funding Lender pertaining to the Borrower, the Project or such third party (and portions of any other sections reasonably requested by the Funding Lender pertaining tothe Borrower, the Project or the third party). The Borrower shall, if requested by the Funding Lender and the Servicer, certify in writing that the Borrower has carefully examined those portions of such Secondary Market Disclosure Document, pertaining tothe Borrower, the Project or the Manager, and such portions (and portions of any other sections reasonably requested and pertaining to the Borrower, the Project or the Manager) do not contain any untrue statement of a 2016-03-08 Agenda Packet Page 602 68 material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; provided that the Borrower shall not be required to make any representations or warranties regarding any Provided Information obtained from a third party except with respect to information it provided to such parties. Furthermore, the Borrower hereby indemnifies the Funding Lender and the Servicer for any Liabilities to which any such parties may become subject to the extent such Liabilities arise out of or are based upon the use of the Provided Information in a Secondary Market Disclosure Document. Section 9.1.4Borrower Indemnity Regarding Filings. In connection with filings under the Exchange Act or the Securities Act, the Borrower shall (i)indemnify Funding Lender and the underwriter group for any securities (the “Underwriter Group”) for any Liabilities to which Funding Lender, the Servicer or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon the omission or alleged omission to state in the Provided Information of a material fact required to be stated in the Provided Information in order to make the statements in the Provided Information, in the light of the circumstances under which they were made not misleading and (ii)reimburse the Funding Lender, the Servicer, the Underwriter Group and other indemnified parties listed above for any legal or other expenses reasonably incurred by the Funding Lender, the Servicer or the Underwriter Group in connection with defending or investigating the Liabilities; provided that the Borrower shall not provide any indemnification regarding any Provided Information obtained from unrelated third parties except with respect to information it provided to such parties. Section 9.1.5Indemnification Procedure. Promptly after receipt by an indemnified party under Sections 9.1.3 and 9.1.4 hereof of notice of the commencement of any action for which a claim for indemnification is to be made against the Borrower, such indemnified party shall notify the Borrower in writing of such commencement, but the omission to so notify the Borrower will not relieve the Borrower from any liability that it may have to any indemnified party hereunder except to the extent that failure to notify causes prejudice to the Borrower. In the event that any action is brought against any indemnified party, and it notifies the Borrower of the commencement thereof, the Borrower will be entitled, jointly with any other indemnifying party, to participate therein and, to the extent that it (or they) may elect by Written Notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, to assume the defense thereof with counsel selected by the Borrower and reasonably satisfactory to such indemnified party in its sole discretion. After notice from the Borrower to such indemnified party under this Section9.1.5, the Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnified party shall settle or compromise any claim for which the Borrower may be liable hereunder without the prior Written Consent of the Borrower. Section 9.1.6Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section9.1.4 hereof is for any reason held to be unenforceable by an indemnified party in respect of any Liabilities (or action in respect thereof) referred to therein which would otherwise be indemnifiable under Section9.1.4 hereof, the Borrower shall contribute to the amount paid or payable by the indemnified party as a result of such Liabilities (or action in respect thereof); provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of Section10(f) of the Securities Act) shall be entitled to contribution from any Person not guilty of such fraudulent misrepresentation. In determining the amount of contribution to which the respective parties are entitled, the following factors shall be considered: (i)the indemnified parties and the Borrower’s relative knowledge and 2016-03-08 Agenda Packet Page 603 69 access to information concerning the matter with respect to which the claimwas asserted; (ii)the opportunity to correct and prevent any statement or omission; and (iii)any other equitable considerations appropriate in the circumstances. The parties hereto hereby agree that it may not be equitable if the amount of such contribution were determined by pro rata or per capita allocation. ARTICLE X MISCELLANEOUS Section 10.1.Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other Borrower Loan Document or Funding Loan Document (a “notice”) shallbe deemed to be given and made when delivered by hand, recognized overnight delivery service, confirmed facsimile transmission (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), or five (5) calendar days after deposited in the United States mail, registered or certified, postage prepaid, with return receipt requested, addressed as follows: If to the Fiscal Agent U.S. Bank National Association Global Corporate Trust Services 633 West 5th Street, 24th Floor Los Angeles, California 90071 Attention: Ismael Diaz Ref: ___________________ Phone: (213) 615-6063 Facsimile: ___________________ If to the Governmental Lender:Chula Vista Housing Authority 276 Fourth Avenue Chula Vista, California 91910 Attention: Housing Manager Telephone: (619) 691-5263 With a copy to:Chula Vista Housing Authority 276 Fourth Avenue Chula Vista, California91910 Attention: City Attorney Telephone: (619) 691-5037 If to the Borrower:F Street Family CIC, LP c/o Chelsea Investment Corporation 5993 Avenida Encinas, Suite 101 Carlsbad, California 92008 Attention: Tim Baker Telephone: (760) 456-6000 Facsimile: ____________ 2016-03-08 Agenda Packet Page 604 70 with a copy to:Cox, Castle & Nicholson 50 California Street, Suite 3200 San Francisco, California 94111 Attention: Ofer Elitzur Telephone: (415) 262-5265 Facsimile: ____________ and a copy to:CIC Opportunities Fund II LLC c/o Chelsea Investment corporation 5993 Avenida Encinas, Suite 101 Carlsbad, California 92008 Attention: James J. Schmid and a copy to:Odu & Associates 250 S. Pasadena Avenue, Suite 2082 Pasadena, California91105 Attention: Nkechi Odu If to the Equity Investor:Raymond James California Housing Opportunities Fund V L.L.C. c/o Raymond James Tax Credit Funds, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Attention: Steven Kropf Telephone: (727) 567-4800 Facsimile: (727) 567-8455 with a copy to:Bocarsly Emden Cowan Esmail & Arndt LLP 633 West Fifth Street, 64th Floor Los Angeles, CA 90071 Attention: Kyle Arndt, Esq. Phone: (213) 239-8000 Facsimile: (213) 239-0410 If to the Funding Lender:Citibank, N.A. 390 Greenwich Street, 2nd Floor New York, New York10013 Attention: Transaction Management Group Deal ID# 23205 Facsimile: (212) 723-8209 and to:Citibank, N.A. 325 East Hillcrest Drive, Suite 160 Thousand Oaks, California 91360 Attention: Operations Manager/Asset Manager Deal ID# 23205 Facsimile: (805) 557-0924 2016-03-08 Agenda Packet Page 605 71 prior to the Conversion Date, withCitibank, N.A. a copy to:One Sansome Street, 27th Floor San Francisco, California 94104 Attention: Account Specialist Deal ID# 23205 Facsimile: (415)445-9965 following the Conversion DateCitibank, N.A. with a copy to:c/o Berkadia Commercial Servicing Department 323 Norristown Road, Suite 300 Ambler, Pennsylvania 19002 Attention: Client Relations Manager Deal ID# 23205 Facsimile: (215)328-0305 and a copy of any notices of defaultCitibank, N.A. sent to:388 Greenwich Street, 17th Floor New York, New York 10013 Attention: General Counsel’s Office Deal ID# 23205 Facsimile: (646) 291-5754 Any party may change such party’s address for the notice or demands required under this Borrower Loan Agreement by providing written notice of such change of address to the other parties by written notice as provided herein. Section 10.2.Brokers and Financial Advisors. The Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the Borrower Loan, other than those disclosed to the Funding Lender and whose fees shall be paid by the Borrower pursuant to separate agreements. The Borrower and the Funding Lender shall indemnify and hold the otherharmless from and against any and all claims, liabilities, costs and expenses of any kind in any way relating to or arising from a claim by any Person that such Person acted on behalf of the indemnifying party in connection with the transactions contemplated herein. The provisions of this Section10.2 shall survive the expiration and termination of this Borrower Loan Agreement and the repayment of the Borrower Payment Obligations. Section 10.3.Survival. This Borrower Loan Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by the Governmental Lender of the Borrower Loan and the execution and delivery to the Governmental Lender of the Borrower Notesand the assignment of the Borrower Notesto the Funding Lender, and shall continue in full force and effect so long as all or any of the Borrower Payment Obligations is unpaid. All the Borrower’s covenants and agreements in this Borrower Loan Agreement shall inure to the benefit of the respective legal representatives, successors and assigns of the Governmental Lender, the Fiscal Agent, the Funding Lender and the Servicer. Section 10.4.Preferences. The Governmental Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by the Borrower to any portion of the Borrower Payment Obligations. To the extent the Borrower makes a payment to the 2016-03-08 Agenda Packet Page 606 72 Governmental Lender or the Servicer, or the Governmental Lender or the Servicer receives proceeds of any collateral, which is in whole or part subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law orequitable cause, then, to the extent of such payment or proceeds received, the Borrower Payment Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the Governmental Lender or the Servicer. Section 10.5.Waiver of Notice. The Borrower shall not be entitled to any notices of any nature whatsoever from the Funding Lender, the Fiscal Agent or the Servicer except with respect to matters for which this Borrower Loan Agreement or any other the Borrower Loan Document specifically and expressly provides for the giving of notice by the Funding Lender, the Fiscal Agent or the Servicer, as the case may be, to the Borrower and except with respect to matters for which the Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. The Borrower hereby expressly waives the right to receive any notice from the Funding Lender, the Fiscal Agent or the Servicer, as the case may be, with respect to any matter for which no Borrower Loan Document specifically and expressly provides for the giving of notice by the Funding Lender, the Fiscal Agent or the Servicer to the Borrower. Section 10.6.Offsets, Counterclaims and Defenses. The Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by the Funding Lender or the Servicer with respect to a Borrower Loan Payment. Any assignee of Funding Lender’s interest in and to theBorrower Loan Documents or the Funding Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents or the Funding Loan Documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated offset, counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. Section 10.7.Publicity. The Funding Lender and the Servicer (and any Affiliates of either party) shall have the right to issue press releases, advertisements and other promotional materials describing the Funding Lender’s or the Servicer’s participation in the making of the Borrower Loan or the Borrower Loan’s inclusion in any Secondary Market Transaction effectuated by the Funding Lender or the Servicer or one of its or their Affiliates. All news releases, publicity or advertising by the Borrower or its Affiliates through any media intended to reach the general public, which refers to the Borrower Loan Documents or the Funding Loan Documents,the Borrower Loan, the Funding Lender or the Servicer in a Secondary Market Transaction, shall be subject to the prior Written Consent of the Funding Lender or the Servicer, as applicable. Section 10.8.Construction of Documents. The parties hereto acknowledge that they were represented by counsel in connection with the negotiation and drafting of the Borrower Loan Documents and the Funding Loan Documents and that the Borrower Loan Documents and the Funding Loan Documents shall not be subject to the principle of construing their meaning against the party that drafted them. Section 10.9.No Third Party Beneficiaries. The Borrower Loan Documents and the Funding Loan Documents are solely for the benefit of the Governmental Lender, the Funding 2016-03-08 Agenda Packet Page 607 73 Lender, the Servicer and the Borrower and, with respect to Sections 9.1.3 and 9.1.4 hereof, the Underwriter Group, and nothing contained in any Borrower Loan Document shall be deemed to confer upon anyone other than the Governmental Lender, the Funding Lender, the Fiscal Agent, the Servicer, and the Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained therein. Section 10.10.Assignment. The Borrower Loan, the Security Instrument, the Borrower Loan Documents and the Funding Loan Documents and all FundingLender’s or Fiscal Agent’s rights, title, obligations and interests therein may be assigned by the Funding Lender or the Fiscal Agent, as appropriate, at any time in its sole discretion, whether by operation of law (pursuant to a merger or other successorin interest) or otherwise, subject in any event to the provisions of Section2.4 of the Funding Loan Agreement. Upon such assignment, all references to Funding Lender or the Fiscal Agent, as appropriate, in this Borrower Loan Agreement and in any Borrower Loan Document shall be deemed to refer to such assignee or successor in interest and such assignee or successor in interest shall thereafter stand in the place of the Funding Lender or the Fiscal Agent, as appropriate. The Borrower shall accord full recognition to any such assignment, and all rights and remedies of Funding Lender in connection with the interest so assigned shall be as fully enforceable by such assignee as they were by Funding Lender before such assignment. In connection with any proposed assignment, Funding Lender may disclose to the proposed assignee any information that the Borrower has delivered, or caused to be delivered, to Funding Lender with reference to the Borrower, General Partner, Guarantor or any Affiliate, or the Project, including information that the Borrower is required to deliver to Funding Lender pursuant to this Borrower Loan Agreement, provided that such proposed assignee agrees to treat such information as confidential. The Borrower may not assign its rights, interests or obligations under this Borrower Loan Agreement or under any of the Borrower Loan Documents or Funding Loan Documents, or the Borrower’s interest in any moneys to be disbursed or advanced hereunder, except only as may be expressly permitted hereby. Section 10.11.[Reserved]. Section 10.12.Governmental Lender, Funding Lender and Servicer Not in Control; No Partnership. None of the covenants or other provisions contained in this Borrower Loan Agreement shall, or shall be deemed to, give the Governmental Lender, the Funding Lender, the Fiscal Agent or the Servicer the right or power to exercise control over the affairs or management of the Borrower, the power of the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer being limited to the rights to exercise the remedies referred to in the Borrower Loan Documents and the Funding Loan Documents. The relationship between the Borrower and the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer is, and at all times shall remain, solely that of debtor and creditor. No covenant or provision of the Borrower Loan Documents or the Funding Loan Documents is intended, nor shall it be deemed or construed, to create a partnership, joint venture, agency or common interest in profits or income between theBorrower and the Governmental Lender, the Funding Lender, the Fiscal Agent or the Servicer or to create an equity in the Project in the Governmental Lender, the Funding Lender, the Fiscal Agent or the Servicer. Neither the Governmental Lender, the Funding Lender, the Fiscal Agent nor the Servicer undertakes or assumes any responsibility or duty to the Borrower or to any other person with respect to the Project or the Borrower Loan, except as expressly provided in the Borrower Loan Documents or the FundingLoan Documents; and notwithstanding any other provision of the Borrower Loan Documents and the Funding Loan Documents: (1)the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer are not, and shall not be construed as, a partner, joint venturer, alter ego, manager, controlling person or other business associate or participant of any kind of the 2016-03-08 Agenda Packet Page 608 74 Borrower or its stockholders, members, or partners and the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer do notintend to ever assume such status; (2)the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer shall in no event be liable for any the Borrower Payment Obligations, expenses or losses incurred or sustained by the Borrower; and (3)the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer shall not be deemed responsible for or a participant in any acts, omissions or decisions of the Borrower, the Borrower Controlling Entities or its stockholders, members, or partners. The Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer and the Borrower disclaim any intention to create any partnership, joint venture, agency or common interest in profits or income between the Governmental Lender, the Funding Lender, the Servicer, the Fiscal Agent and the Borrower, or to create an equity in the Project in the Governmental Lender, the Funding Lender, the Fiscal Agent or the Servicer, or any sharing of liabilities, losses, costs or expenses. Section 10.13.Release. The Borrower hereby acknowledges that it is executing this Borrower Loan Agreement and each of the Borrower Loan Documents and the Funding Loan Documents to which it is a party as its own voluntary act free from duress and undue influence. Section 10.14.Term of Borrower Loan Agreement. This Borrower Loan Agreement shall be in full force and effect until all payment obligations of the Borrower hereunder have been paid in full and the Borrower Loan and the Funding Loan have been retired or the payment thereof has been provided for; except that on and after payment in full of the Borrower Notes, this Borrower Loan Agreement shall be terminated, without further action by the parties hereto; provided, however, that the obligations of the Borrower under Sections 5.11, 5.14, 5.15, 9.1.3, 9.1.4, 9.1.5, 9.1.6 and 10.15 hereof, as well as under Section5.7 of the Construction Funding Agreement, shall survive the termination of this Borrower Loan Agreement. Section 10.15.Reimbursement of Expenses. If, upon or after the occurrence of any Event of Defaultor Potential Default, the Governmental Lender, the Funding Lender, the Fiscal Agent or the Servicer shall employ attorneys or incur other expenses for the enforcement of performance or observance of any obligation or agreement on the part of the Borrower contained herein, the Borrower will on demand therefor reimburse the Governmental Lender, the Funding Lender and the Servicer for fees of such attorneys and such other expenses so incurred. The Borrower’s obligation to pay the amounts required to be paid under this Section10.15 shall be subordinate to its obligations to make payments under the Borrower Note. Section 10.16.Permitted Contests. Notwithstanding anything to the contrary contained in this Borrower Loan Agreement, Borrower shall have the right to contest or object in good faith to any claim, demand, levy or assessment (other than in respect of Debt or Contractual Obligations of Borrower under any Borrower Loan Document or Related Document) by appropriate legal proceedings that are not prejudicial to Funding Lender’s rights, but this shall not be deemed or construed as in any way relieving, modifying or providing any extension of time with respect to Borrower’s covenant to pay and comply with any such claim, demand, levy or assessment, unless Borrower shall havegiven prior Written Notice to the Funding Lender of Borrower’s intent to so contest or object thereto, and unless (i)Borrower has, in the Funding Lender’s judgment, a reasonable basis for such contest, (ii)Borrower pays when due any portion of the claim, demand, levy or assessment to which Borrower does not object, (iii)Borrower demonstrates to Funding Lender’s satisfaction that such legal proceedings shall conclusively operate to prevent enforcement prior to final determination of such proceedings, (iv)Borrower furnishes such bond, surety, 2016-03-08 Agenda Packet Page 609 75 undertaking or other security in connection therewith as required by law, or as requested by and satisfactory to Funding Lender, to stay such proceeding, which bond, surety, undertaking or other security shall be issued by a bonding company, insurer or surety company reasonably satisfactory to Funding Lender and shall be sufficient to cause the claim, demand, levy or assessment to be insured against by the Title Company or removed as a lien against the Project, (v)Borrower at all times prosecutes the contest with due diligence, and (vi)Borrower pays, promptly following a determination of the amount of such claim, demand, levy or assessment due and owing by Borrower, the amount so determined to be due and owing byBorrower. In the event that Borrower does not make, promptly following a determination of the amount of such claim, demand, levy or assessment due and owing by Borrower, any payment required to be made pursuant to clause (vi)of the preceding sentence, an Event of Default shall have occurred, and Funding Lender may draw or realize upon any bond or other security delivered to Funding Lender in connection with the contest by Borrower, in order to make such payment. Section 10.17.Funding Lender Approval of Instruments andParties. All proceedings taken in accordance with transactions provided for herein, and all surveys, appraisals and documents required or contemplated by this Borrower Loan Agreement and the persons responsible for the execution and preparation thereof, shall be satisfactory to and subject to approval by Funding Lender. Funding Lender’s approval of any matter in connection with the Project shall be for the sole purpose of protecting the security and rights of Funding Lender. No such approval shall result in a waiver of any default of Borrower. In no event shall Funding Lender’s approval be a representation of any kind with regard to the matter being approved. Section 10.18.Funding Lender Determination of Facts. Funding Lender shall at all times be free to establish independently, to its reasonable satisfaction, the existence or nonexistence of any fact or facts, the existence or nonexistence of which is a condition of this Borrower Loan Agreement. Section 10.19.Calendar Months. With respect to any payment or obligation that is due or required to be performed within a specified number of Calendar Months after a specified date, such payment or obligation shall become due on the day in the last of such specified number of Calendar Months that corresponds numerically to the date so specified; provided, however, that with respect to any obligation as to which such specified date is the 29th, 30th or 31st day of any Calendar Month: if the Calendar Month in which such payment or obligation would otherwise become due does not have a numerically corresponding date, such obligation shall become due on the first day of the next succeeding Calendar Month. Section 10.20.Determinations by Lender. Except to the extent expressly set forth in this Borrower Loan Agreement to the contrary, in any instance where the consent or approval of the Governmental Lender and the Funding Lender may be given or is required, or where any determination, judgment or decision is to be rendered by the Governmental Lender and the Funding Lender under this Borrower Loan Agreement, the granting, withholding or denial of such consent or approval and the rendering of such determination, judgment or decision shall be made or exercised by the Governmental Lender and the Funding Lender, as applicable (or its designated representative) at its sole and exclusive option and in its sole and absolute discretion. Section 10.21.Governing Law. This Borrower Loan Agreement shall be governed by and enforced in accordance with the laws of the State, without giving effect to the choice of law principles of the State that would require the application of the laws of a jurisdiction other than the State. 2016-03-08 Agenda Packet Page 610 76 Section 10.22.Consent to Jurisdiction and Venue. Borrower agrees that any controversy arising under or in relation to this Borrower Loan Agreement shall be litigated exclusively inthe State. The state and federal courts and authorities with jurisdiction in the State shall have exclusive jurisdiction over all controversies which shall arise under or in relation to this Borrower Loan Agreement. Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. However, nothing herein is intended to limit Beneficiary Parties’ right tobring any suit, action or proceeding relating to matters arising under this Borrower Loan Agreement against Borrower or any of Borrower’s assets in any court of any other jurisdiction. Section 10.23.Successors and Assigns. This Borrower Loan Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, successors-in-interest and assigns, as appropriate. The terms used to designate any of the parties herein shall be deemed to include the heirs, legal representatives, successors, successors-in-interest and assigns, as appropriate, of such parties. References to a “person” or “persons” shall be deemed to include individuals and entities. Section 10.24.Severability. The invalidity, illegality or unenforceability of any provision of this Borrower Loan Agreement shall not affect the validity, legality or enforceability of any other provision, and all other provisions shall remain in full force and effect. Section 10.25.Entire Agreement; Amendment and Waiver. This Borrower Loan Agreement contains the complete and entire understanding of the parties with respect to the matters covered. This Borrower Loan Agreement may not be amended, modified or changed, nor shall any waiver of any provision hereof be effective, except by a written instrument signed by the party against whom enforcement of the waiver, amendment, change, or modification is sought, and then only to the extent set forth in that instrument. No specific waiver of any of the terms of this Borrower Loan Agreement shall be considered as a general waiver. Without limiting the generality of the foregoing, no Disbursement shall constitute a waiver of any conditions to the Governmental Lender’s or the Funding Lender’s obligation to make further Disbursements nor,in the event Borrower is unable to satisfy any such conditions, shall any such waiver have the effect of precluding the Governmental Lender or the Funding Lender from thereafter declaring such inability to constitute a Potential Default or Event of Default under this Borrower Loan Agreement. Section 10.26.Counterparts. This Borrower Loan Agreement may be executed in multiple counterparts, each of which shall constitute an original document and all of which together shall constitute one agreement. Section 10.27.Captions. The captions of the sections of this Borrower Loan Agreement are for convenience only and shall be disregarded in construing this Borrower Loan Agreement. Section 10.28.Servicer. Borrower hereby acknowledges and agrees that, pursuant to the terms of Section39 of the Security Instrument: (a)from time to time, the Governmental Lender or the Funding Lender may appoint a servicer to collect payments, escrows and deposits, to give and to receive notices under the Borrower Notes, this Borrower Loan Agreement or the other Borrower Loan Documents, and to otherwise service the Borrower Loan and (b)unless Borrower receives Written Notice from the Governmental Lender or the Funding Lender to the contrary, any action or right which shall or may be taken or exercised by the Governmental Lender or the Funding Lender may be taken or exercised by such servicer with the same force and effect. 2016-03-08 Agenda Packet Page 611 77 Section 10.29.Beneficiary Parties as Third Party Beneficiary. Each of the Beneficiary Parties shall be a third party beneficiary of this Borrower Loan Agreement for all purposes. Section 10.30.Waiver of Trial by Jury. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF BORROWER AND THE BENEFICIARY PARTIES (A)COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS BORROWER LOAN AGREEMENT OR THE RELATIONSHIP BETWEEN THE PARTIES THAT IS TRIABLE OF RIGHT BY A JURY AND (B)WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL. IF FOR ANY REASON THIS WAIVER IS DETERMINED TO BE UNENFORCEABLE, ALL DISPUTES WILL BE RESOLVED BY JUDICIAL REFERENCE PURSUANT TO THE PROCEDURES SET FORTHIN THE SECURITY INSTRUMENT. Section 10.31.Time of the Essence. Time is of the essence with respect to this Borrower Loan Agreement. Section 10.32.[Reserved]. Section 10.33.Reference Date. This Borrower Loan Agreement is dated for reference purposes only as of the first day of March, 2016, and will not be effective and binding on the parties hereto unless and until the Closing Date (as defined herein) occurs. ARTICLE XI LIMITATIONS ON LIABILITY Section 11.1.Limitation on Liability. Notwithstanding anything to the contrary herein, the liability of the Borrower hereunder and under the other Borrower Loan Documents and the Funding Loan Documents shall be limited to the extent set forth in the Borrower Notes. Section 11.2.Limitation on Liability of Governmental Lender. The Governmental Lender shall not be obligated to pay the principal (or prepayment price) of or interest on the Funding Loan, except from moneys and assets received by the Fiscal Agent or the Funding Lender on behalf of the Governmental Lender pursuant to this Borrower Loan Agreement. Neither the faith and credit nor the taxing power of the State, or any political subdivision thereof, nor the faith and credit of the Governmental Lender is pledged to the payment of the principal (or prepayment price) of or interest on the Funding Loan. The Governmental Lender shall notbe liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reason of or in connection with this Borrower Loan Agreement or the Funding Loan Agreement, except only to the extent amounts are received for the payment thereof from the Borrower under this Borrower Loan Agreement. The Borrower hereby acknowledges that the Governmental Lender’s sole source of moneys to repay the Funding Loan will be provided by the payments made by the Borrower pursuant to this Borrower Loan Agreementand the Borrower Notes, together with investment income on certain 2016-03-08 Agenda Packet Page 612 78 funds and accounts held by the Fiscal Agent under the Funding Loan Agreement, and hereby agrees that if the payments to be made hereunder shall ever prove insufficient to pay all principal (or prepayment price) of and interest on the Funding Loan as the same shall become due (whether by maturity, redemption, acceleration or otherwise), then upon notice from the Fiscal Agent, the Funding Lender or the Servicer, the Borrower shall pay such amounts as are required from time to time to prevent any deficiency or default in the payment of such principal (or prepayment price) of or interest on the Funding Loan, including, but not limited to, any deficiency caused by acts, omissions, nonfeasance or malfeasance on the part of the Fiscal Agent, the Funding Lender, the Borrower, the Governmental Lender or any third party, subject to any right of reimbursement from the Fiscal Agent, the Funding Lender, the Governmental Lender or any such third party, as the case may be, therefor. Section 11.3.Waiver of Personal Liability. No commissioner, member, officer, agent or employee of the Governmental Lender shall be individually or personally liable for the payment of any principal (or prepayment price) of or interest on the Funding Loan or any other sum hereunder or be subject to any personal liability or accountability by reason of the execution and delivery of this Borrower Loan Agreement; but nothing herein contained shall relieve any such member, director, officer, agent or employee from the performance of any official duty provided by law or by this Borrower Loan Agreement. Section 11.4.Limitation on Liability of Governmental Lender’s or Funding Lender’s Commissioners, Officers, Employees, Etc. (a)Borrower assumes all risks of the acts or omissions of the Governmental Lender and the Funding Lender, provided, however, this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the Governmental Lender and the Funding Lender at law or under any other agreement. None of Governmental Lender, the Fiscal Agent and the Funding Lender, nor the other Beneficiary Parties or their respective commissioners, officers, directors, employees or agents shall be liable or responsible for (i)for any acts or omissions of the Governmental Lender and the Funding Lender; or (ii)the validity, sufficiency or genuineness of any documents, or endorsements, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged. In furtherance and not in limitation of the foregoing, the Governmental Lender and the Funding Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, unless acceptance in light of such notice or information constitutes gross negligence or willful misconduct on the part of the Funding Lender, or willful misconduct of the Governmental Lender. (b)None of the Governmental Lender, the Fiscal Agent, the Funding Lender, the other Beneficiary Parties or any of their respective commissioners, officers, directors, employees or agents shall be liable to any contractor, subcontractor, supplier, laborer, architect, engineer or any other party for services performed or materials supplied in connection with the Project. The Governmental Lender and the Funding Lender shall not be liable for any debts or claims accruing in favor of any such parties against the Borrower or others or against the Project. Borrower is not and shall not be an agent of the Governmental Lender and the Funding Lender for any purpose. Neither the Governmental Lender nor the Funding Lender is a joint venture partner with Borrower in any manner whatsoever. Prior to default by Borrower under this Borrower Loan Agreement and the exercise of remedies granted herein, the Governmental Lender and the Funding Lender shall not be deemed to be in privity of contract with any contractor or provider of services to the Project, nor shall any payment 2016-03-08 Agenda Packet Page 613 79 of funds directly to a contractor, subcontractor or provider of services be deemed to create any third party beneficiary status or recognition of same by the Governmental Lender and the Funding Lender. Approvals granted by the Governmental Lender and the Funding Lender for any matters covered under this Borrower Loan Agreement shall be narrowly construed to cover only the parties and facts identified in any written approvalor, if not in writing, such approvals shall be solely for the benefit of Borrower. (c)Any obligation or liability whatsoever of the Governmental Lender and the Funding Lender that may arise at any time under this Borrower Loan Agreement or any other BorrowerLoan Document shall be satisfied, if at all, out of the Funding Lender’s assets only. No such obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, the Project or any of the Governmental Lender’s or the Funding Lender’s shareholders (if any), directors, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise. Section 11.5.Delivery of Reports, Etc. The delivery of reports, information and documents to the Governmental Lender and the Funding Lender as provided herein is for informational purposes only and the Governmental Lender’s and the Funding Lender’s receipt of such shall not constitute constructive knowledge of any information contained therein or determinable from information contained therein. The Governmental Lender and the Funding Lender shall have no duties or responsibilities except those that are specifically set forth herein, and no other duties or obligations shall be implied in this Borrower Loan Agreement against the Governmental Lender and the Funding Lender. [Remainder of Page Intentionally Left Blank] 2016-03-08 Agenda Packet Page 614 [Signature Page to Borrower Loan Agreement –Duetta Apartment Homes] S-1 IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Borrower Loan Agreement by their respective authorized representative, as of the date first set forth above. BORROWER: F STREET FAMILY CIC, LP, a California limited partnership By:Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its Managing General partner By: Robert W. Laing, Executive Director/President By:CIC F Street Family, LLC, a California limited liability company, its Administrative General Partner By:Chelsea Investment Corporation, a California corporation, its Manager By: Cheri Hoffman, President (signatures follow on subsequent pages) 2016-03-08 Agenda Packet Page 615 [Signature Page to Borrower Loan Agreement –Duetta Apartment Homes] S-2 CHULA VISTA HOUSING AUTHORITY By: Mary Casillas Salas Executive Director ATTEST: By: Donna Norris Secretary 2016-03-08 Agenda Packet Page 616 [Signature Page to Borrower Loan Agreement –Duetta Apartment Homes] S-3 Agreed to and Acknowledged by: FUNDING LENDER: CITIBANK, N.A. By: Authorized Signatory 2016-03-08 Agenda Packet Page 617 Stradling Yocca Carlson & Rauth Draft dated March1, 2016 FUNDING LOAN AGREEMENT among CITIBANK, N.A., as Funding Lender and CHULA VISTA HOUSING AUTHORITY, as Governmental Lender and U.S. Bank National Association, as Fiscal Agent dated as of March1, 2016 relating to: $______________ CHULA VISTA HOUSING AUTHORITY MULTIFAMILY HOUSING REVENUE NOTE (VOLTAAPARTMENT HOMES) SERIES 2016B-1 and $______________ CHULA VISTA HOUSING AUTHORITY MULTIFAMILY HOUSING REVENUE NOTE (VOLTA APARTMENTHOMES) TAXABLE SERIES 2016B-2 2016-03-08 Agenda Packet Page 618 TABLE OF CONTENTS Page i ARTICLE IDEFINITIONS; PRINCIPLESOF CONSTRUCTION...........................................2 Section 1.1.Definitions.................................................................................................................2 Section 1.2.Effect of Headings and Table of Contents..............................................................13 Section 1.3.Date of FundingLoan Agreement..........................................................................13 Section 1.4.Designation of Time for Performance....................................................................13 Section 1.5.Interpretation...........................................................................................................13 ARTICLE IITERMS; GOVERNMENTALLENDER NOTE....................................................13 Section 2.1.Terms......................................................................................................................13 Section 2.2.Form of Governmental Lender Notes.....................................................................15 Section 2.3.Execution and Delivery of Governmental Lender Notes........................................15 Section 2.4.Required Transferee Representations; Participations; Sale and Assignment.........16 ARTICLE IIIPREPAYMENT......................................................................................................16 Section 3.1.Prepayment of the Governmental Lender Notes from Prepayment under the Borrower Note........................................................................................................16 Section 3.2.Notice of Prepayment.............................................................................................17 ARTICLE IVSECURITY.............................................................................................................17 Section 4.1.Security for the Funding Loan................................................................................17 Section 4.2.Delivery of Security................................................................................................18 ARTICLE VLIMITED LIABILITY............................................................................................19 Section 5.1.Source of Payment of Funding Loan and Other Obligations..................................19 Section 5.2.Exempt from Individual Liability...........................................................................19 ARTICLE VICLOSING CONDITIONS; APPLICATION OF FUNDS......................................20 Section 6.1.Conditions Precedent to Closing.............................................................................20 ARTICLE VIIFUNDS AND ACCOUNTS...................................................................................20 Section 7.1.Authorization to Create Funds and Accounts.........................................................20 Section 7.2.Investment of Funds................................................................................................21 Section 7.3.Establishment of Funds...........................................................................................21 Section 7.4.Funding Loan Payment Fund..................................................................................22 Section 7.5.Expense Fund..........................................................................................................22 Section 7.6.Closing Costs Fund.................................................................................................23 Section 7.7.Project Fund............................................................................................................23 Section 7.8.Rebate Fund............................................................................................................25 ARTICLE VIIIREPRESENTATIONS AND COVENANTS.........................................................27 Section 8.1.General Representations.........................................................................................27 Section 8.2.No Encumbrance on Security.................................................................................28 Section 8.3.Repayment of Funding Loan...................................................................................28 Section 8.4.Servicer...................................................................................................................28 2016-03-08 Agenda Packet Page 619 TABLE OF CONTENTS (Continued) Page ii Section 8.5.Borrower Loan Agreement Performance................................................................28 Section 8.6.Maintenance of Records; Inspection of Records....................................................29 Section 8.7.Tax Covenants........................................................................................................29 Section 8.8.Performance by the Borrower.................................................................................30 ARTICLE IXDEFAULT; REMEDIES.........................................................................................30 Section 9.1.Events of Default....................................................................................................30 Section 9.2.Acceleration of Maturity; Rescission and Annulment............................................31 Section 9.3.Additional Remedies; Funding Lender Enforcement.............................................32 Section 9.4.Application of Money Collected.............................................................................33 Section 9.5.Remedies Vested in Funding Lender......................................................................34 Section 9.6.Restoration of Positions..........................................................................................34 Section 9.7.Rights and Remedies Cumulative...........................................................................34 Section 9.8.Delay or Omission Not Waiver...............................................................................34 Section 9.9.Waiver of Past Defaults..........................................................................................34 Section 9.10.Remedies Under Borrower Loan Agreement or Borrower Notes...........................34 Section 9.11.Waiver of Appraisement and Other Laws...............................................................35 Section 9.12.Suits to Protect the Security....................................................................................35 Section 9.13.Remedies Subject to Applicable Law.....................................................................35 Section 9.14.Assumption of Obligations.....................................................................................35 ARTICLE XAMENDMENT; AMENDMENT OF BORROWER LOAN AGREEMENT AND OTHER DOCUMENTS......................................................36 Section 10.1.Amendment of Funding Loan Agreement..............................................................36 Section 10.2.Amendments Require Funding Lender Consent.....................................................36 Section 10.3.Consents and Opinions...........................................................................................36 ARTICLE XITHE FISCAL AGENT............................................................................................36 Section 11.1.Appointment of Fiscal Agent; Acceptance.............................................................36 Section 11.2.Certain Duties and Responsibilities of Fiscal Agent..............................................36 Section 11.3.Notice of Defaults...................................................................................................37 Section 11.4.Certain Rights of Fiscal Agent................................................................................38 Section 11.5.Not Responsible for Recitals...................................................................................39 Section 11.6.May Hold Funding Loan.........................................................................................39 Section 11.7.Moneys Held Hereunder.........................................................................................39 Section 11.8.Compensation and Reimbursement........................................................................39 Section 11.9.Fiscal Agent Required; Eligibility..........................................................................40 Section 11.10.Resignation and Removal; Appointment of Successor...........................................40 Section 11.11.Acceptance of Appointment by Successor..............................................................41 Section 11.12.Merger, Conversion, Consolidation or Succession to Business..............................41 Section 11.13.Appointment of Co-Fiscal Agent............................................................................42 Section 11.14.Loan Servicing........................................................................................................42 Section 11.15.No Recourse Against Officers or Employees of Fiscal Agent................................42 2016-03-08 Agenda Packet Page 620 TABLE OF CONTENTS (Continued) Page iii ARTICLE XIIMISCELLANEOUS...............................................................................................43 Section 12.1.Notices....................................................................................................................43 Section 12.2.Term of Funding Loan Agreement.........................................................................45 Section 12.3.Successors and Assigns...........................................................................................46 Section 12.4.Legal Holidays........................................................................................................46 Section 12.5.Governing Law.......................................................................................................46 Section 12.6.Severability.............................................................................................................46 Section 12.7.Execution in Several Counterparts..........................................................................46 Section 12.8.Nonrecourse Obligation of the Borrower................................................................46 Section 12.9.Waiver of Trial by Jury...........................................................................................46 Section 12.10.Electronic Transactions...........................................................................................47 Section 12.11.Reference Date........................................................................................................47 EXHIBITAFORM OF GOVERNMENTAL LENDER NOTE...............................................A-1 EXHIBITBFORM OF REQUIRED TRANSFEREE REPRESENTATIONS........................B-1 EXHIBITCFORM OF WRITTEN REQUISITION OF THE BORROWER – PROJECT FUND..................................................................................................C-1 EXHIBITDFORM OF WRITTEN REQUISITION OF THE BORROWER – CLOSING COSTS FUND....................................................................................D-1 2016-03-08 Agenda Packet Page 621 FUNDING LOAN AGREEMENT This Funding Loan Agreement, dated as of March1, 2016(this “Funding Loan Agreement”), is entered into by CITIBANK, N.A., (together with any successor hereunder, the “Funding Lender”), the CHULA VISTA HOUSING AUTHORITY, a public body corporate and politic, organized and existing under the laws of the State of California (together with its successors and assigns, the “Governmental Lender”) and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as fiscal agent (together with its successors and assigns, the “Fiscal Agent”). RECITALS: WHEREAS, the Governmental Lender is a public body, corporate and politic, duly organized and validly existing under the laws of the State of California; and WHEREAS, the Governmental Lender is empowered pursuant to Chapter1 of Part 2 of Division 24 of the California Health and Safety Code(the “Act”) to: (a)make loans to any person to provide financing for residential rental developments located within the jurisdiction of the Governmental Lender and intendedto be occupied in part by persons of low and moderate income; (b)incur indebtedness for the purpose of obtaining moneys to make such loans and provide such financing, to establish any required reserve funds and to pay administrative costs and other costs incurred in connection with the incurrence of such indebtedness of the Governmental Lender; and (c)pledge all or any part of the revenues, receipts or resources of the Governmental Lender, including the revenues and receipts to be received by the Governmental Lender from or in connection with such loans, and to mortgage, pledge or grant security interests in such loans or other property of the Governmental Lender in order to secure the payment of the principal of, prepayment premium, if any, on and interest on such indebtedness of the Governmental Lender; and WHEREAS, G Street SeniorsCIC, LP, a California limited partnership (the “Borrower”), has requested the Governmental Lender to enter into this Funding Loan Agreement under which the Funding Lender will (i)advance funds (the “Funding Loan”) to or for the account of the Governmental Lender, and (ii)apply the proceeds of the Funding Loan to make a loan (the “Borrower Loan”) to the Borrower to finance the acquisition and construction of a122-unitplus one manager unit seniormultifamily rental housing development to be located at Otay Ranchin the City of Chula Vista, California, known as “VoltaApartment Homes”; and WHEREAS, simultaneously with the delivery of this Funding Loan Agreement, the Governmental Lender and the Borrower will enter into a Borrower Loan Agreement of even date herewith (as it may be supplemented or amended, the “Borrower Loan Agreement”), whereby the Borrower agrees to make loan payments to the Governmental Lender in an amount that, when added to other funds available under this Funding Loan Agreement, will be sufficient to enable the Governmental Lender to repay the Funding Loan and to pay all costs and expenses related thereto when due; and WHEREAS, to evidence its payment obligations under the Borrower Loan Agreement, the Borrower will execute and deliver to the Governmental Lender its Borrower Notes(as defined herein) and the obligations of the Borrower under the Borrower Noteswill be secured by a lien on and security interest in the Project (as defined herein) pursuant to a Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (California), of even date herewith (the 2016-03-08 Agenda Packet Page 622 2 “Security Instrument”), made by the Borrower in favor of the GovernmentalLender, as assigned to the Funding Lender to secure the performance by the Governmental Lender of its obligations under the Funding Loan; and WHEREAS, the Governmental Lender has executed and delivered to the Funding Lender its Multifamily Housing RevenueNote (VoltaApartment Homes), Series 2016B-1, dated as of the Closing Date (the “Tax-ExemptGovernmental Lender Note”) and its Multifamily Housing Revenue Note (Volta Apartment Homes), Taxable Series 2016B-2, dated as of the Closing Date (the “TaxableGovernmental Lender Note,”and, together with the Tax-Exempt Governmental Lender Note, the “Governmental Lender Notes”)evidencing its obligation to make the payments due to the Funding Lender under the Funding Loan as provided in this Funding Loan Agreement,all things necessary to make the Funding Loan Agreement the valid, binding and legal limited obligation of the Governmental Lender, have been done and performed and the execution and delivery of this Funding Loan Agreement and the execution and delivery of the Governmental Lender Notes, subject to the terms hereof, have in all respects been duly authorized. AGREEMENT: NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants and agreements herein contained, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS; PRINCIPLES OF CONSTRUCTION Section 1.1.Definitions. For all purposes of this Funding Loan Agreement, except as otherwise expressly provided or unless the context otherwise clearly requires: (a)Unless specifically defined herein, all capitalized terms shall have the meanings ascribed thereto in the Borrower Loan Agreement. (b)The terms “herein, “hereof” and “hereunder” and other words of similar import refer to this Funding Loan Agreement 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 (i)in the neuter, masculine or feminine gender shall be deemed to have been made in all such genders, and (ii)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. (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. 2016-03-08 Agenda Packet Page 623 3 (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 Tax-Exempt Governmental Lender Noteas “tax-exempt” or to the “tax-exempt status” of the Tax-Exempt Governmental Lender Noteare to the exclusion of interest on the Tax-Exempt Governmental Lender Note(other than any portion of the Tax-Exempt Governmental Lender Noteheld 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 Section103(a) of the Code. (h)The following terms have the meanings set forth below: “Additional Borrower Payments” shallhave the meaning given such term in the Borrower Loan Agreement. “Affiliate” means, 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. “ApprovedTransferee” means (a)a “qualified institutional buyer” (“QIB”)as defined in Rule 144A promulgated under the Securities Act that is a financial institution or commercial bank having capital and surplus of $5,000,000,000 or more, (b)an affiliate of the Funding Lender, or(c)a trust or custodial arrangement established by the Funding Lender or one of its affiliates the beneficial interests in which will be owned only by QIBs. “Authorized Amount” means $__________, the maximum principal amount of the Funding Loan under this Funding Loan Agreement. “Authorized Governmental Lender Representative” Chairperson, Vice Chairperson, or Executive Director or Treasurer of the Governmental Lender, or any person or persons designated to act on behalf of the Governmental Lender by a certificate filed with the Borrower, Funding Lender and Servicer, if any, containing the specimen signatures of such person or persons and signed on behalf of the Governmental Lender by its Chairperson, Vice Chairperson, Executive Director or Treasurer of theGovernmental Lender. “Borrower” means G Street SeniorsCIC, LP, a California limited partnership. “Borrower Loan” shall mean the mortgage loan made by the Governmental Lender to the Borrower pursuant to the Borrower Loan Agreement in the aggregate principal amount of the Borrower Loan Amount, as evidenced by the Borrower Note. “Borrower Loan Agreement” shall mean the Borrower Loan Agreement, of even date herewith, between the Governmental Lender and the Borrower, as supplemented, amended or replacedfrom time to time in accordance with its terms. “Borrower Loan Agreement Default” shall mean any event of default set forth in 8.1 of the Borrower Loan Agreement. A Borrower Loan Agreement Default shall “exist” if a Borrower Loan Agreement Default shall have occurred and be continuing beyond any applicable cure period. 2016-03-08 Agenda Packet Page 624 4 “Borrower Loan Amount” shall mean $__________, the maximum principal amount of the Borrower Loan under the Borrower Loan Agreement. “Borrower Loan Documents” shall have the meaning given such term in the Borrower Loan Agreement. Borrower Note Series 2016B-1” shall mean that certain Multifamily Note Series 2016B-1, dated the Closing Date, in the original maximum principal amount of $__________, made by the Borrower and payable to the Governmental Lender, as endorsed and assigned by the Governmental Lender without recourse to the Funding Lender, as executed by the Borrower on the Closing Date, and as it may thereafter be amended or supplemented from time to time. “Borrower Note Taxable Series 2016B-2” shall mean that certain Multifamily Note Taxable Series 2016B-2, dated the Closing Date, in the original maximum principal amount of $___________, made by the Borrower and payable to the Governmental Lender, as endorsed and assigned by the Governmental Lender without recourse to the Funding Lender, as executed by the Borrower on the Closing Date, and as it may thereafter be amended or supplemented from time to time. “Borrower Notes” shall mean, collectively, the Borrower Note Series 2016B-1 and the Borrower Note Taxable Series 2016B-2; and a “Borrower Note” shall mean one of such Borrower Notes. “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 are authorized or obligated by law, regulation, governmental decree or executive order to be closed. “Closing Costs” has the meaning given to the term Costs of Funding in the Borrower Loan Agreement. “Closing Date” shall mean March__, 2016, thedate that initial Funding Loan proceeds are disbursed hereunder. “Code” means the Internal Revenue Codeof 1986 as in effect on the date of execution and delivery of the Governmental Lender Note or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. “Conversion” has the meaning given to such term in the Borrower Loan Agreement. “Conversion Date”shall have the meaning given such term in the Construction Funding Agreement. “Construction Funding Agreement” means that certain Construction Funding Agreement of even date herewith, between the Funding Lender,as agent for the Governmental Lender, and Borrower, pursuant to which the Borrower Loan will be advanced by the Funding Lender (or the Servicer on its behalf), as agent of the Governmental Lender, to the Borrower and setting forth certain provisions relating to disbursement of the Borrower Loan during construction, insurance and 2016-03-08 Agenda Packet Page 625 5 other matters, as such agreement may be amended, modified, supplemented and replaced from time to time. “Contingency Draw-Down Agreement”means the Contingency Draw-Down Agreement of even date herewith between the Funding Lender and the Borrower relating to possible conversion of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Notefrom a draw down loan to a fully funded loan. “Control” shall mean, with respect to any Person, either (a)ownership directly or through other entities of more than 50% of all beneficial equity interest in such Person, or (b)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. “Default” shall mean the occurrence of an event, which, under any Funding Loan Document, would, but for the giving of notice or passage of time, or both, be an event of default under the applicable Funding Loan Document or a Borrower Loan Agreement Default. “Draw-Down Notice” shall mean a notice described in Section1.01 of the Contingency Draw-Down Agreement regarding the conversion of the Funding Loan from a draw down loan to a fully funded loan. “Equity Investor” shall meanRaymond James California Housing Opportunity Fund V L.L.C., a Florida limited liability company, and its affiliates, successors and assigns. “Event of Default” shall have the meaning ascribed thereto in Section9.1 hereof. “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 section1273 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 (a)the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (b)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, (c)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 (d)any commingled investment fund in which the City 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 the investment. To the extent required by the Regulations, the term “investment” will include a hedge. “Fiscal Agent” shall mean U.S. Bank National Association, which entity is appointed pursuant to Section 11.1 to serve as Fiscal Agent under this Indenture, and any successor thereto pursuant to Section 11.10. “Fiscal Agent’s Fees” shall mean [the ongoing fee of ___% of: (a)prior to the Conversion Date, the maximum principal amount of the Governmental Lender Note; and (b)following the Conversion Date, the outstanding principal amount of the Governmental Lender Note, with an annual 2016-03-08 Agenda Packet Page 626 6 minimum fee of $1,200; in each casepayable annually in arrears on each March1 commencing March1, 2017.] “Fitch” shall mean Fitch, Inc. “Funding Lender” shall mean Citibank N.A., a national banking association, and any successor under this Funding Loan Agreement and the Borrower Loan Documents. “Funding Loan Agreement” shall mean this Funding Loan Agreement, by and among the Funding Lender, the Governmental Lender and the Fiscal Agent, 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. “Funding Loan Documents” shall mean (a)this Funding Loan Agreement, (b)the Borrower Loan Agreement, (c)the Regulatory Agreement, (d)the Tax Certificate, (e)the Borrower Loan Documents,(f)all other documents evidencing, securing, governing or otherwise pertaining to the Funding Loan, and (g)all amendments, modifications, renewals and substitutions of any of the foregoing. “Government Obligations” shall meannoncallable, 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 Lender” shall mean the Chula Vista Housing Authority. “Governmental Lender Note Series 2016B-1” shall mean that certain Chula Vista Housing Authority Multifamily Housing Revenue Note (Volta Apartment Homes)Series 2016B-1, dated the Closing Date, in the original maximum principal amount of $__________, made by the Governmental Lender and payable to the Funding Lender, as executed by the Governmental Lender on the Closing Date and as it may thereafter be amended or supplemented from time to time. “Governmental Lender Note Taxable Series 2016B-2” shall mean that certain Chula Vista Housing Authority Multifamily Housing Revenue Note (VoltaApartment Homes)TaxableSeries 2016B-2, dated the Closing Date, in the original maximum principal amount of $______, made by the Governmental Lender and payable to the Funding Lender, as executed by the Governmental Lender on the Closing Date and as it may thereafter be amended or supplemented from time to time. “Governmental Lender Notes” shall mean, collectively, the Governmental Lender Note Series 2016B-1and the Governmental Lender Note Taxable Series 2016B-2; and a “Governmental Lender Note” shall mean one of such Governmental Lender Notes. “Highest Rating Category” shall mean, with respect to a Permitted Investment, that the Permitted Investment is rated by S&P or Moody’s in the highest rating category 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 “A1+” for debt with a term of one year or less and “AAA” for a term greater than one year, with corresponding ratings by Moody’s of “MIG1” (for fixed rate) or “VMIG1” (for variable rate) for three months or less and “Aaa” for greater than three 2016-03-08 Agenda Packet Page 627 7 months. If at any time (a)both S&P and Moody’s ratea Permitted Investment and (b)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, a Permitted 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. “Maturity Date” shall mean (i)with respect to the Tax-Exempt Governmental Lender Note [September 1, 2048], and (ii)with respect to the Taxable Governmental Lender Note [September1, 2048]. “Maximum Rate” shall mean the lesser of (a)12% per annum, and (b)the maximum interest rate that may be paid on the Funding Loan under State law. “Minimum Beneficial Ownership Amount” shall mean an amount no less than fifteen percent (15%) of the outstanding principal amount of the Funding Loan. “Moody’s” shall mean Moody’s Investors Service, Inc., or its successor. “Noteowner” or “owner of the Governmental Lender Note” means the owner, or as applicable, collectively the owners, of the Governmental Lender Note as shown on the registration books maintained by the Funding Lender pursuant to Section2.4(e). “Negative Arbitrage Deposit”has the meaning set forth in the Contingency Draw-Down Agreement. “Ongoing Governmental Lender Fee” shall meanthe ongoing portion of the Governmental Lender Fee (as that term is defined in the Regulatory Agreement) that is payable after the Closing Date. “Opinion of Counsel” shall mean a written opinion from an attorney or firm of attorneys, acceptable to the Funding Lender and the Governmental Lender with experience in the matters to be covered in the opinion; provided that whenever an Opinion of Counsel is required to address the exclusion of interest on the Governmental Lender Note from gross income for purposes of federal income taxation, such opinion shall be provided by Tax Counsel. “Permitted Investments” shall mean, to the extent authorized by law for investment of any moneys held under this Funding Loan Agreement, but only to the extent that the same are acquired at Fair Market Value: (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. 2016-03-08 Agenda Packet Page 628 8 (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 (i)the Qualified Financial Institution’s unsecured short term obligations are rated in the Highest Rating Category or (ii)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 Fiscal Agent 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 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 Funding Lender and the Fiscal Agent; 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 the Funding Lender is required to pay moneys from the Fund(s) established under this Funding Loan Agreement to which the agreement is applicable; (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 Funding Lender and the Fiscal Agent receive 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 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 ten 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 Fiscal Agent or a third party custodian, such collateralization to be effected in a manner and in an amount reasonably satisfactory to the Funding Lender, or, if the agreement is already collateralized, increase the collateral with Permitted Investments described in paragraph (a)or (b)by depositing collateral with the Fiscal Agent or a third party custodian, in an amount 2016-03-08 Agenda Packet Page 629 9 reasonably satisfactory to the Funding Lender, (B)at the request of the Funding Lender, 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 whose unsecured long term obligations arethen rated in the Highest Rating Category or Second Highest Rating Category. The agreement may provide that the downgradedprovider 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 (g) 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 Funding Lender or the Fiscal Agent or any of its affiliates) registered under the Investment Company Actof 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 Funding Lender, a money market mutual fund portfolio may also contain obligations and agreements to repurchase obligations described in paragraphs (b) or (c). 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)both S&P and Moody’s rate a money market mutual fund and (ii)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 Funding Lender. 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 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. (5)Any obligation bearing interest at an inverse floating rate. 2016-03-08 Agenda Packet Page 630 10 (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 definitionof 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. “Pledged Revenues” shall mean the amounts pledged under this Funding Loan Agreement to the payment of the principal of, prepayment premium, if any, and interest on the Funding Loanand the Governmental Lender Notesconsisting of the following: (i)all income, revenues, proceeds and other amounts to which the Governmental Lender is entitled (other than amounts received by the Governmental Lender with respect to the Unassigned Rights) derived from or in connection with the Project and the Funding Loan Documents, including all Borrower Loan Payments due under the Borrower Loan Agreement and the Borrower Note, payments with respect to the Borrower Loan Payments and all amounts obtained through the exercise of the remedies provided in the Funding Loan Documents and all receipts credited under the provisions of this Funding Loan Agreement againstsaid amounts payable, and (ii)moneys held in the funds and accounts established under this Funding Loan Agreement, together with investment earnings thereon. “Prepayment Premium” shall mean (i)any premium payable by the Borrower pursuant to the Borrower Loan Documents in connection with a prepayment of the Borrower Note (including any Prepayment Premium as set forthin the Borrower Note) and (ii)any premium payable on the Governmental Lender Notes pursuantto this Funding Loan Agreement. “Project” shall have the meaning given to that term in the Borrower Loan Agreement. “Qualified Financial Institution” shall mean any (i)bank or trust company organized under the laws of any state of theUnited States of America, (ii)national banking association, (iii)savings bank, savings and loan association, or insurance company or association chartered or organized under the laws of any state of theUnited States of America, (iv)federal branch or agency pursuant to the International Banking Actof 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 Funding Lender the liquidation of which is subject to the Securities Investors Protection Corporation or other similar corporation and (vii)other entity 2016-03-08 Agenda Packet Page 631 11 which is acceptable to the Funding Lender. With respect to an entity which provides an agreement held by the Funding Lender 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 Project Costs” shall have the meaning given to that term in the Regulatory Agreement. “Regulations” shall mean with respect to the Code, the relevant U.S. Treasury 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 between the Governmental Lender and the Borrower, as hereafter amended or modified. “Remaining Funding Loan Proceeds Account” has the meaning set forth in the Contingency Draw-Down Agreement. “Remaining Funding Loan Proceeds Account Earnings Subaccount” has the meaning set forth in the Contingency Draw-Down Agreement. “Required Transferee Representations” shall mean the representations in substantially the form attached to this Funding Loan Agreement as ExhibitB. “Resolution” shall mean the resolution of the Governmental Lender authorizing the Funding Loan and the execution and delivery of the Funding Loan Documents to which the Governmental Lender is a party. “Second Highest Rating Category”shall mean, 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 (a)both S&P and Moody’s rate a Permitted Investment and (b)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. “Securities Act” shall mean the Securities Actof 1933, as amended. “Security” shall have the meaning assigned to it in Section 4.1. “Security Instrument” shall mean the Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (California) of even date herewith, made by the Borrower in favor of the Governmental Lender, as assigned to the Funding Lender to secure the performance by the Governmental Lender of its obligations under the Funding Loan. 2016-03-08 Agenda Packet Page 632 12 “Servicer” shall mean any Servicer appointed by the Funding Lender to perform certain servicing functions with respect to the Funding Loan and on the Borrower Loan pursuant to a separate servicing agreement to be entered into between the Funding Lender and the Servicer. Initially the Servicer shall be the Funding Lender pursuant to this Funding Loan Agreement. “Servicing Agreement” shall mean any servicing agreement entered into between the Funding Lender and a Servicer with respect to the servicing of the Funding Loan and/or the Borrower Loan. “S&P” shall mean Standard & Poor’s Ratings Services, a division of McGraw Hill Financial, Inc., and its successors. “State” shall mean the State of California. “Tax Certificate” shall mean the Certificate as to Arbitrage, dated the Closing Date, executed and delivered by the Governmental Lender and the Borrower, together with the Certificate Regarding Use of Proceeds, dated the Closing Date, executed and delivered by the Borrower. “Tax Counsel” shall mean (a)Stradling Yocca Carlson& Rauth, a Professional Corporation, or (b)any other attorney or firm of attorneys designated by the Governmental Lender and approved by the Funding Lender having a national reputation for skill in connection with the authorization and issuance of municipal obligations under Sections103 and 141 through 150 (or any successor provisions) of the Code. “Tax Counsel Approving Opinion” shall mean an opinion of Tax Counsel substantially to the effect that the Tax-ExemptGovernmental Lender Noteconstitutes a valid and binding obligation of the Governmental Lender and that, under existing statutes, regulations published rulings and judicial decisions, the interest on the Tax-Exempt Governmental Lender Noteis excludable from gross income for federal income tax purposes (subject to the inclusion of such customary exceptions as are acceptable to the recipient thereof). “Tax Counsel No Adverse Effect Opinion” shall mean an opinion of Tax Counsel to the effect that the taking of the action specified therein will not impair the exclusion of interest on the Tax-Exempt Governmental Lender Notefrom gross income for purposes of federal income taxation (subject to the inclusion of such customary exceptions as are acceptable to the recipient thereof). “Taxable Governmental Lender Note” shall mean the Governmental Lender Note Taxable Series 2016A-2. “Tax-Exempt Governmental Lender Note” shall mean the Governmental Lender Note Series 2016A-1. “UCC” shall mean the Uniform Commercial Codeas in effect in the State. “Unassigned Rights” shall mean the Governmental Lender’s rights to (a)reimbursement and payment of its fees, costs and expenses and the Rebate Amount under Section2.5 of the Borrower Loan Agreement and Section4A(a) of the Regulatory Agreement, (b)access to the Project under Section5.17 of the Borrower Loan Agreement, (c)indemnification under Section5.15 of the Borrower Loan Agreement and Section7 of the Regulatory Agreement, (d)attorneys’ fees under Sections5.11, 5.14 and 10.05 of the Borrower Loan Agreement and Section 17 of the Regulatory 2016-03-08 Agenda Packet Page 633 13 Agreement, (e)receive notices, reports and other statements and its rights to consent to certain matters, including but not limited to its right to consent to amendments to this Funding Loan Agreement, the Borrower Loan Agreement and the Regulatory Agreement, and otherwise as provided in this Funding Loan Agreement and the Borrower Loan Agreement, (f)seek performance by the Borrower of its obligations under the Regulatory Agreement, and (g)seek performance of, and enforce, various tax covenants as described in Section2.2(b)(i) of the Borrower Loan Agreement, including but not limited to those in Sections5.34 and 5.35 of the Borrower Loan Agreement. “Written Certificate,” “Written Certification,” “Written Consent,” “Written 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 Governmental Lender Representative or an authorized representative of the Funding Lender and delivered to the Funding Lender, the Servicer or such other Person as required under the Funding Loan Documents. “Yield”shall mean yield as defined in Section 148(h) of the Code and any regulations promulgated thereunder. Section 1.2.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 1.3.Date of Funding Loan Agreement. The date of this Funding Loan Agreement is intended as and for a date for the convenient identification of this Funding Loan Agreement and is not intended to indicate that this Funding Loan Agreement was executed and delivered on said date. Section 1.4.Designation of Time for Performance. Except as otherwise expressly provided herein, any reference in this Funding Loan Agreement to the time of day shall mean the time of day in the city where the Funding Lender maintains its place of business for the performance of its obligations under this Funding Loan Agreement. Section 1.5.Interpretation. The parties hereto acknowledge that each of them and their respective counsel have participated in the drafting and revision of this Funding Loan Agreement. Accordingly, the parties agree that any rule of construction that disfavors the drafting party shall not apply in the interpretation of this Funding Loan Agreement or any amendment or supplement or exhibit hereto. ARTICLE II TERMS; GOVERNMENTAL LENDER NOTE Section 2.1.Terms. (a)Principal Amount. The total principal amount of the Funding Loan is hereby expressly limited to the Authorized Amount. (b)Draw-Down Funding. The Funding Loan is originated on a draw-down basis. The proceeds of the Funding Loan shall be advanced by the Funding Lender to the Fiscal 2016-03-08 Agenda Packet Page 634 14 Agent for deposit by the Fiscal Agent to the Project Fund for the account of the Governmental Lender as and when needed to make each advance in accordance with the disbursement provisions of the Borrower Loan Agreement and the Construction Funding Agreement. Subject to the terms and conditions of the Borrower Loan Agreement, the Funding Lender agrees to advance, on behalf of the Governmental Lender, to the Fiscal Agent for deposit by the Fiscal Agent tothe Project Fund at least $51,000 for the portion of the Funding Loan evidenced by the Tax-ExemptGovernmental Lender Note on the Closing Date. Notwithstanding anything in this Funding Loan Agreement to the contrary, no additional amounts of the Funding Loan may be drawn down and funded hereunder after March1, 2019; provided, however, that upon the delivery of a Tax Counsel No Adverse Effect Opinion to the Governmental Lender and the Funding Lender such date may be changed to a later date as specified insuch Tax Counsel No Adverse Effect Opinion. The portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note shall be drawn down first, in its entirety, before the portion of the Funding Loan evidenced by the Taxable Governmental Lender Note is drawn down. The Governmental Lender consents to the terms of the Contingency Draw-Down Agreement and agrees to take all actions requested in writing by the Funding Lender or the Borrower that are reasonably required of the Governmental Lender, in connection with the conversion of the Funding Loan to a fully drawn loan pursuant to the provisions of the Contingency Draw-Down Agreement in the event a Draw-Down Notice is filed by the Funding Lender or the Borrower, all at the expense of the Borrower. (c)Origination Date; Maturity.The Funding Loan shall be originated on the Closing Date and shall mature on the Maturity Date at which time the entire principal amount, to the extent not previously paid, and all accrued and unpaid interest, shall be due and payable. (d)Principal. The outstanding principal amount of the Governmental Lender Notes and of the Funding Loan as of any given date shall be the total amount advanced to the Fiscal Agent by the Funding Lender to or for the account of the Governmental Lender to fund corresponding advances under the Borrower Loan Agreement and the Construction Funding Agreement asproceeds of the Borrower Loan, less any payments of principal of each Governmental Lender Note previously received upon payment of corresponding principal amounts under the related Borrower Note, including regularly scheduled principal payments and voluntary and mandatory prepayments. The principal amount of each Governmental Lender Note and interest thereon shall be payable on the basis specifiedin this paragraph (d) and in paragraphs (e) and (f) of this Section 2.1. The Fiscal Agent shall keep a record of all advances and principal repayments made under eachGovernmental Lender Note and shall upon written request provide the Governmental Lender with a statement of the outstanding principal balance of each Governmental Lender Note and the Funding Loan. (e)Interest. Interest shall be paid on the outstanding principal amount of each Governmental Lender Note at the rate or rates set forth in the corresponding Borrower Note and otherwise as set forth in the Borrower Loan Agreement. (f)Corresponding Payments. The payment or prepayment of principal, interest and premium, if any, due on the Funding Loan and each Governmental Lender Note shall be identical with and shall be made on the same dates, terms and conditions, as the principal, interest, premiums, late payment fees and other amounts due on the related Borrower Note. 2016-03-08 Agenda Packet Page 635 15 (g)Usury. The Governmental Lender intends to conform strictly to the usury laws applicable to this Funding Loan Agreement and the Governmental Lender Notesand all agreements made in the Governmental Lender Notes, this Funding Loan Agreement and the Funding Loan Documents are expressly limited so that in no event whatsoever shall the amount paid or agreed to be paid 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 Governmental Lender Notes, this Funding Loan Agreement or the other Funding Loan 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 Funding Lender 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 Funding Lender, 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 Governmental Lender Notes, this Funding Loan Agreement and all other Funding Loan Documents. In determining whether the amount of interest charged and paid might otherwise exceed the limit prescribed by law, the Governmental Lender intends and agrees that (i)interest shall be computed upon the assumption that payments under the Borrower Loan Agreement and other Funding Loan 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 Funding Loan. Section 2.2.Form of Governmental Lender Notes. As evidence of its obligation to repay the Funding Loan, simultaneously with the delivery of this Funding Loan Agreement to the Funding Lender, the Governmental Lender hereby agrees to execute and deliver the Governmental Lender Notes. The Governmental Lender Note shall be substantially in the respective form set forth in ExhibitA attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Funding Loan Agreement. In connection with Conversion, the Funding Lender shall have the right to exchange the then existing Tax-Exempt Governmental Lender Noteon or after the Conversion Date for a new Tax- Exempt Governmental Lender Notewith a dated date of the Conversion Date and in a stated principal amount equal to the then outstanding principal amount of the Tax-Exempt Governmental Lender Note, which amount will equal the Permanent Period Amount (as defined inthe Borrower Loan Agreement) of the Borrower Loan, but shall not otherwise change any material terms of the Tax-Exempt Governmental Lender Note. Section 2.3.Execution and Delivery of Governmental Lender Notes. The Governmental Lender Notesshall be executed on behalf of the Governmental Lender by the manual or facsimile signature of the Authorized Governmental Lender Representative and attested by the manual or facsimile signature of its Secretary or Deputy Secretary of Chula Vista Housing Authority. The manual or facsimile signatures of individuals who were the proper officers of the Governmental Lender at the time of execution shall bind the Governmental Lender, notwithstanding that such individuals or any of them shall have ceased to hold such offices prior to theexecution and delivery 2016-03-08 Agenda Packet Page 636 16 of the Governmental Lender Notesor shall not have held such offices at the date of the Governmental Lender Notes. Section 2.4.Required Transferee Representations; Participations; Sale and Assignment. (a)The Funding Lender shall deliver to the Governmental Lender and the Fiscal Agent the Required Transferee Representations in substantially the form attached hereto as ExhibitB on the Closing Date. (b)The Funding Lender shall have the right to sell (i)the Governmental Lender Notesand the Funding Loanor (ii)any portion of or a participation interest in the Governmental Lender Notesand the Funding Loan, to the extent permitted by clause(c) below, provided that such sale shall be only to Approved Transferees that execute and deliver to the Funding Lender, with a copy to the Governmental Lender and the Fiscal Agent, the Required Transferee Representations. (c)Notwithstanding the other provisions of this Section 2.4, no beneficial ownership interest in the Governmental Lender Notesand Funding Loan shall be sold in an amount that is less than the Minimum Beneficial Ownership Amount. (d)No service charge shall be made for any sale or assignment of any portion of the Governmental Lender Notes, but the Governmental Lender may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such sale or assignment. Such sums shall be paid in every instance by the purchaser or assignee of the Funding Loan or portion thereof. (e)The Governmental Lender Notes, or any interest therein, shall be in fully registered form transferable to subsequent holders only on the registration books which shall be maintained by the Funding Lender for such purpose and which shall be open to inspection by the Governmental Lender. The Governmental Lender Notesshall not be transferred through the services of the Depository Trust Company or any other third party registrar. The Fiscal Agent acknowledges that the Funding Lender is the initial registered owner of the Governmental Lender Notesand shall remain the sole registered owner of the Governmental Lender Notesexcept as provided herein. The Funding Lender shall provide written notice to the Fiscal Agent of any transfer by the Funding Lender of the Governmental Lender Notesor any interest of the Funding Lender in the Governmental Lender Notes. (f)The parties agree that no rating shall be sought from a rating agency with respect to the Funding Loan or the Governmental Lender Notes. ARTICLE III PREPAYMENT Section 3.1.Prepayment of the Governmental Lender Notesfrom Prepayment under the Borrower Note. The Governmental Lender Note is subject to voluntary and mandatory prepayment as follows: 2016-03-08 Agenda Packet Page 637 17 (a)Each Governmental Lender Note shall be subject to voluntary prepayment in full or in part by the Governmental Lender, from funds received by the Fiscal Agent from the Borrower under the Borrower Loan Agreement to the extent and in the manner and on any date that the related Borrower Note is subject to voluntary prepayment as set forth therein, at a prepayment price equal to the principal balance of the Borrower Note to be prepaid, plus interest thereon to the date of prepayment and the amount of any Prepayment Premium payable under the Borrower Note, plus any Additional Borrower Payments due and payable under the Borrower Loan Agreement through the date of prepayment. Except as specifically permitted in the Borrower Notes, theBorrower shall not have the right to voluntarily prepay all or any portion of the Borrower Note, thereby causing the related Governmental Lender Notesto be prepaid, without the prior written consent of Funding Lender, which may be withheld in Funding Lender’s sole and absolute discretion. (b)Each Governmental Lender Note shall be subject to mandatory prepayment in whole or in part upon prepayment of the related Borrower Note at the direction of the Funding Lender in accordance with the terms of the related Borrower Note at a prepayment price equal to the outstanding principal balance of the related Borrower Note prepaid, plus accrued interest plus any other amounts payable under the related Borrower Note or the Borrower Loan Agreement. Section 3.2.Notice of Prepayment. Notice of prepayment of a Governmental Lender Note shall be deemed given to the extent that notice of prepayment of the related Borrower Note is timely and properly given to the Funding Lender in accordance with the terms of the related Borrower Note and the Borrower Loan Agreement, and no separate notice of prepayment of the Governmental Lender Notesis required to be given. ARTICLE IV SECURITY Section 4.1.Security for the Funding Loan. To secure the payment of the Funding Loan and eachGovernmental Lender Note, to declare the terms and conditions on which the Funding Loan and each Governmental Lender Note are secured, and in consideration of the premises and of the funding of the Funding Loan by the Funding Lender, the Governmental Lender by these presents does grant, bargain, sell, remise, release, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm to the Funding Lender (except as limited herein), a lien on and security interest in the following described property (excepting, however, in each case, the Unassigned Rights) (said property, rights and privileges being herein collectively called, the “Security”): (a)All right, title and interest of the Governmental Lender in, to and under the Borrower Loan Agreement and the Borrower Notes, including, without limitation, all rents, revenues and receipts derived by the Governmental Lender from the Borrower relating to the Project and including, without limitation, all Pledged Revenues, Borrower Loan Payments and Additional Borrower Payments derived by the Governmental Lender under and pursuant to, and subject to the provisions of, the Borrower Loan Agreement; provided that the pledge and assignment made under this Funding Loan Agreement shall not impair or diminish the obligations of the Governmental Lender under the provisions of the Borrower Loan Agreement; 2016-03-08 Agenda Packet Page 638 18 (b)All right, title and interest of the Governmental Lender in, to and under, together with all rights, remedies, privileges and options pertaining to, the Funding Loan Documents, and all other payments, revenues and receipts derived by the Governmental Lender under and pursuant to, and subject to the provisions of, the Funding Loan 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 under this Funding Loan Agreement and any amounts held at any time in the Remaining Funding Loan Proceeds Account and the Remaining Funding Loan 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 Funding Loan Agreement permitting the application thereof for the purposes andon the terms and conditions set forth herein; and (d)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 Funding Loan Agreement as additional security by the Governmental Lender or anyone on its part or with its consent, or which pursuant to any of the provisions hereof or of the Borrower Loan Agreement may come into the possession or control of the Fiscal Agent, the Funding Lender or a receiver appointed pursuant to this Funding Loan Agreement; and the Funding Lender and the Fiscal Agent are hereby authorized to receive any and all such property as and for additional security for the Funding Loan and each GovernmentalLender Note and to hold and apply all such property subject to the terms hereof. The pledge and assignment of and the security interest granted in the Security pursuant to this Section 4.1 for the payment of the principal of, premium, if any, and intereston each Governmental Lender Note, in accordance with its 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 Governmental Lender Notesby the Governmental Lender. The Security so pledged and then or thereafter received by the Governmental Lender, Fiscal Agent or the Funding Lender 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 Governmental Lender irrespective ofwhether such parties have notice thereof. Section 4.2.Delivery of Security. To provide security for the payment of the Funding Loan andeach the Governmental Lender Note, the Governmental Lender has pledged and assigned to secure payment of the Funding Loan and the Governmental Lender Notesits right, title and interest in the Security to the Funding Lender. In connection with such pledge, assignment, transfer and conveyance, the Governmental Lender shall deliver to the Funding Lender the following documents or instruments promptly following their execution and, to the extent applicable, their recording or filing: (a)Each Borrower Note endorsed without recourse to the Funding Lender by the Governmental Lender; (b)The originally executed Borrower Loan Agreement and Regulatory Agreement; 2016-03-08 Agenda Packet Page 639 19 (c)The originally executed Security Instrument and all other Borrower Loan Documents existing at the time of delivery of the Borrower Notesand an assignment for security of the Security Instrument from the Governmental Lender to the Funding Lender, in recordable form; (d)Uniform Commercial Code financing statements or other chattel security documents giving notice of the Funding Lender’s status as an assignee of the Governmental Lender’s security interest in any personal property forming part of the Project, in form suitable for filing; and (e)Uniform Commercial Code financing statements giving notice of the pledge by the Governmental Lender of the Security pledged under this Funding Loan Agreement. The Governmental Lender shall deliver and deposit with the Funding Lender such additional documents, financing statements, and instruments as the Funding Lender may reasonably require from time to time for the better perfecting and assuring to the Funding Lender of its lien and security interest in and to the Security including, at the request of the Funding Lender, any amounts held under the Contingency Draw-Down Agreement, in each case at the expense of the Borrower. ARTICLE V LIMITED LIABILITY Section 5.1.Source of Payment of Funding Loan and Other Obligations. The Funding Loan and the Governmental Lender Notes are limited obligationsof the Governmental Lender, payable solely from the Pledged Revenues and other funds and moneys and Security pledged and assigned hereunder. None of the Governmental Lender (except as provided in thefirst sentence of this Section5.1), the City of Chula Vista, the State, or any political subdivision thereof (except the Governmental Lender, to the limited extent set forth herein), shall in any event be liable for the payment of the principal of,premium (if any) or interest on the Funding Loan or the Governmental Lender Notes or for the performance of any pledge, obligation or agreement of any kind whatsoever with respect thereto except as set forth herein, and none of the Funding Loan, or the Governmental Lender Note or any of the Governmental Lender’s agreements or obligations with respect to the Funding Loan, the Governmental Lender Notes, or hereunder or under any of the other Funding Loan Documents, 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 Governmental Lender has no taxing power. Section 5.2.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 member of the Board of Commissioners, officer, director, employee or agent of the Governmental Lender in his individual capacity, and none of the members of the Board of Commissioners, the officers, directors, employees or agents of the Governmental Lender executing the Governmental Lender Notesor this Funding Loan Agreement shall be liable personallyon the Governmental Lender Notesor under this Funding Loan Agreement or be subject to any personal liability or accountability by reason of the issuance of the Governmental Lender Notesor the execution of this Funding Loan Agreement or any of the Funding Loan Documents. 2016-03-08 Agenda Packet Page 640 20 ARTICLE VI CLOSING CONDITIONS; APPLICATION OF FUNDS Section 6.1.Conditions Precedent to Closing. Closing of the Funding Loan on the Closing Date shall be conditioned upon satisfaction or waiver by the Funding Lender in its sole discretion of each of the conditions precedent to closing set forth in this Funding Loan Agreement, including but not limited to the following: (a)Receipt by the Funding Lender of the original Governmental Lender Notes; (b)Receipt by the Funding Lender of the original executed Borrower Notes, endorsed without recourse to the Funding Lender by the Governmental Lender; (c)Receipt by the Funding Lender of executed counterpart copies of this Funding Loan Agreement, the Borrower Loan Agreement, the Construction Funding Agreement, the Regulatory Agreement, the Tax Certificate and the Security Instrument; (d)Receipt by the Funding Lender of a certified copy of the Resolution; (e)Executed Required Transferee Representations from the Funding Lender; (f)Delivery into escrow of all amounts required to be paid inconnection with the origination of the Borrower Loan and the Funding Loan and any underlying real estate transfers or transactions, including the Costs of Funding Deposit, in accordance with Section 2.3(c)(ii) of the Borrower Loan Agreement; (g)Receipt by the Funding Lender of a Tax Counsel Approving Opinion; (h)Receipt by the Funding Lender of an Opinion of Counsel from Tax Counsel to the effect that the Governmental Lender Notes are exempt from registration under the Securities Actof 1933, as amended, and this Funding Loan Agreement is exempt from qualification under the Trust Indenture Actof 1939, as amended; (i)Delivery of an opinion of counsel to the Borrower addressed to the Governmental Lender to the effect that the Borrower Loan Documents and the Regulatory Agreement are valid and binding obligations of the Borrower that are enforceable against the Borrower in accordance with their terms, subject to such exceptions and qualifications as are acceptable to the Governmental Lender; and (j)Receipt by the Funding Lender of any other documents or opinions that the Funding Lender or Tax Counsel may require. ARTICLE VII FUNDS AND ACCOUNTS Section 7.1.Authorization to Create Funds and Accounts. Except as provided in Section 7.3 hereof,no funds or accounts shall be established in connection with the Funding Loan at the time of closing and origination of the Funding Loan. The Funding Lender, the Fiscal Agent and 2016-03-08 Agenda Packet Page 641 21 the Servicer, if any, and any designee of the Funding Lender or the Servicer, are 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), if any, received by the Governmental Lender, the Fiscal Agent, the Funding Lender or the Servicer pursuant to the terms hereof or any of the other Funding Loan Documents and not immediately transferred or disbursed pursuant to the terms of the Funding Loan Documents and/or the Borrower Loan Documents. Section 7.2.Investment of Funds. Amounts held in any funds or accounts created under this Funding Loan Agreement shall be invested by the Fiscal Agent, the Funding Lender, the Servicer or the designee of the Funding Lender or Servicer, as applicable, in Permitted Investments at the written direction of the Borrower, subject in all cases to the restrictions of Section 8.7 hereof and of the Tax Certificate. The Borrower’s instruction shall be sufficient evidence that the investment constitutes a Permitted Investment. In the absence of any such instruction,monies shall be held uninvested. Permitted Investments purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account. All interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be deposited in such fund or account. For purposes of acquiring any investments hereunder, the Fiscal Agentmay commingle funds held by it hereunder, except as provided in Section 7.8(h) hereof with respect to the Rebate Fund. The Fiscal Agent shall incur no liability for losses arising from any investments made pursuant to this Section. The Fiscal Agent shall furnish the Borrower and Funding Lender periodic cash transaction statements thatinclude detail for all investment transactions effected by the Fiscal Agent or brokers selected bythe Borrower. Upon the Borrower’s or Funding Lender’s election, such statements will be delivered via the Fiscal Agent’s online service,and upon electing such service, paper statements will be provided only upon request. The Borrower waives the right to receive brokerage confirmations of security transactions effected by the Fiscal Agent as they occur,to the extent permitted by law. The Borrower further understandsthat trade confirmations for securities transactions effected by the Fiscal Agent will be available upon request and at no additional cost,and other trade confirmations may be obtained from the applicable broker. Section 7.3.Establishment of Funds. There are established with the Fiscal Agent the following funds and accounts: (a)The Funding Loan Payment Fund; (b)The Project Fund (consisting solely of a Note Proceeds Account and an Equity Account); (c)The Expense Fund; (d)The Closing Costs Fund; and (e)The Rebate Fund (to be established by the FiscalAgent once the Fiscal Agent is required to deposit or transfer, as applicable, amounts to the Rebate Fund in accordance with Section 7.8(a)). 2016-03-08 Agenda Packet Page 642 22 All money required to be deposited with or paid to the Fiscal Agent for the account of any of the funds or accounts created by this Funding Loan Agreement shall be held by the Fiscal Agent for the benefit of the Funding Lender, and except for money held in the Expense Fund or the Rebate Fund, shall, while held by the Fiscal Agent, constitute part of the PledgedRevenues and be subject to the lien hereof. Section 7.4.Funding Loan Payment Fund. The Governmental Lender and the Borrower shall have no interest in the Funding Loan Payment Fund or the moneys therein, which shall always be maintained by the Fiscal Agent completelyseparate and segregated from all other moneys held hereunder and from any other moneys of the Governmental Lender and the Borrower. The Fiscal Agent shall deposit into the Funding Loan Payment Fund any amounts received from or on behalf of the Borrower aspayments of principal of or premium and interest on the Borrower Loan and any other amounts received by the Fiscal Agent that are subject to the lien and pledge of this Funding Loan Agreement, including any Pledged Revenues not required to be deposited tothe Expense Fund or not otherwise specifically directed in writing to be deposited into other funds created by this Funding Loan Agreement. The Fiscal Agent shall apply all amounts on deposit in the Funding Loan Payment Fund in the following order of priority: First, to pay or provide for the payment of the interest then due on the Funding Loanto the Funding Lender or any transferee of the Funding Lender with respect to the Funding Loan; Second, to pay or provide for the payment or the prepayment (together with any Prepayment Premium payable in connection with such prepayment) of principal on the Funding Loanto the Funding Lender or any transferee of the Funding Lender with respect to the Funding Loan, provided moneys have been transferred or deposited into the Funding Loan Payment Fund for such purpose; and Third, to pay or provide for the payment of the Funding Loan on the Maturity Dateto the Funding Lender or any transferee of the Funding Lender with respect to the Funding Loan. Section 7.5.Expense Fund. The Fiscal Agent shall deposit into the Expense Fund the amounts required by the Regulatory Agreement or the Borrower Loan Agreement to be paid by the Borrower to the Governmental Lender or the Fiscal Agent on behalf of the Borrower. Amounts on deposit in the Expense Fund shall be used to pay the fees and expenses of the Governmental Lender and the Fiscal Agent, as and when the same become due. In that regard, moneys in the Expense Fund shall be withdrawn or maintained, as appropriate,by the Fiscal Agent to pay (i)the Ongoing Governmental Lender Fee to the Governmental Lender as and when due, (ii)the Fiscal Agent’s Fees to the Fiscal Agent when due, (iii)upon receipt, to the Fiscal Agent, any amounts due to the Fiscal Agent which have not been paid, other thanamounts paid in accordance with clause(ii) hereof, and (iv)upon receipt, to, or at the direction of, the Governmental Lender, any amounts owing the Governmental Lender by the Borrower and then due and unpaid, other than amounts paid in accordance with clause(i) hereof. In the event that the amounts on deposit in the Expense Fund are not equal to the amounts payable from the Expense Fund as provided in the preceding paragraph on any date on which such amounts are due and payable, the Fiscal Agent shall give notice to the Borrower of such deficiency 2016-03-08 Agenda Packet Page 643 23 and of the amount of such deficiency and request payment within two Business Days to the Fiscal Agent of the amount of such deficiency. Written notice of any insufficiency, which would result in the Governmental Lender not receiving the Ongoing Governmental Lender Fee on the applicable due date, shall be provided by the Fiscal Agent to the Governmental Lender (with a copy to the Borrower and the Funding Lender) within 10 days of the respective due date. Upon payment by the Borrower to the Fiscal Agent of such deficiency, the amounts for which such deficiency was requested shall be paid by the Fiscal Agent. Notwithstanding anything herein to the contrary, the Fiscal Agent, on behalf of the Governmental Lender, shall prepare and submit a written invoice to the Borrower for payment of the Ongoing Governmental Lender Fee not later than 30 days prior to the due date for payment of such the Ongoing Governmental Lender Fee, and shall remit moneys received by the Borrowerto the Governmental Lender for payment of such fee. Section 7.6.Closing Costs Fund. Amounts in the Closing Costs Fund shall be disbursed by the Fiscal Agent to pay Closing Costs on the Closing Date or as soon as practicable thereafter as follows: moneys on deposit in the Closing Costs Fund shall be applied to pay Closing Costs at the written direction of the Authorized Borrower Representative, countersigned by the Funding Lender and the Governmental Lender, in the form attached hereto as ExhibitD. Any interest earnings on amounts on deposit in the Closing Costs Fund shall remain in the Fund. Any moneys remaining in the Closing Costs Fund (including investment proceeds) after the earlier of (i)the payment of all costs of issuance as certified in writing to the Fiscal Agent by the Borrower or (ii)a period of six(6) months after the Closing Date, shall be paid to or at the direction of the Borrower and the Closing Costs Fund shall be closed. Section 7.7.Project Fund. (a)The proceeds of the Funding Loan shall be depositedby the Fiscal Agentto the Note ProceedsAccount of the Project Fund. All proceeds of the Borrower Deferred Equity, as well as any additional amounts delivered from time to time to the Fiscal Agent by or on behalf of the Borrower (excluding any proceeds of the Funding Loan) shall be deposited to the Equity Account of the Project Fund. The Fiscal Agent shall disbursemoneys in the Project Fund for the acquisition, construction and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein. Not less than 97% of the moneys deposited in and credited to the Note Proceeds Account of the Project Fund, and taking into account proceeds of the Funding Loan (if any) deposited in the Closing Costs Fund, representing the proceeds of the Funding Loan, including Investment Income thereon, will be expended for Qualified Project Costs (the “97% Requirement”). No more than $__________of theamounts on deposit in the Note Proceeds Account of the Project Fund shall be applied to the payment of Closing Costs. Before any payment shall be made from the Note Proceeds Account of the Project Fund, the Regulatory Agreement shall have been executed and submitted to a title company for recordation in the official records of the County of San Diego. 2016-03-08 Agenda Packet Page 644 24 Notwithstandingany other provision of this Funding Loan Agreementor the BorrowerLoan Agreement, the Fiscal Agent shall disburse on the Closing Datefrom the Note Proceeds Account of the Project Fund, promptly following the deposit therein of the initial advance of the Funding Lender to the Fiscal Agent of the proceeds of the GovernmentalLender Notes, the amount of such initial advance by wire transfer to First American Title Company pursuant tothe following wire instructions: PAYABLE TO:First American Title Company BANK:First American Trust, FSB ADDRESS:5 First American Way, Santa Ana, CA 92707 ACCOUNT NO:3120540000 ROUTING NUMBER:122241255 PLEASE REFERENCE THE FOLLOWING: PROPERTY:Vacant Land, Chula Vista, CA FILE NUMBER:__________ Before any payment shall be made from the Note Proceeds Account of the Project Fund following the payment to be made on the Closing Datepursuant tothe preceding sentence, there shall be filed with the Fiscal Agent a Written Requisition of the Borrower substantially in the form attached hereto as ExhibitC and approved by the Funding Lender pursuant to the terms, conditions and provisions of the Construction Funding Agreement, with a copy to the Governmental Lender. (b)Upon receipt of each Written Requisition submitted by the Borrower and approved in writing by the Funding Lender, the Fiscal Agent shall promptly, but in any case within two Business Days,make payment from the appropriate account within the Project Fund in accordance with such Written Requisition. The Fiscal Agent shall have no duty to determine whether any requested disbursement from the Project Fund complies with the terms, conditions and provisions of the Funding Loan Documents, constitutes payment of Qualified Project Costs or complies with the 97% Requirement. The approval in writing of a Written Requisition by the Funding Lender shall be deemed a certification and, insofar as the Fiscal Agent and the Governmental Lender are concerned, shall constitute conclusive evidence that all of the terms, conditions and requirements of the Funding Loan Documents applicable to such disbursement have been fully satisfied or waived and the Written Requisition from the Borrower shall, insofar as the Fiscal Agent and the Governmental Lender are concerned, constitute conclusive evidence that the costs described in the Written Requisition constitute Qualified Project Costs or other permitted Project costs. These documents shall be retained by the Fiscal Agent, subject at all reasonable times to examination by the Borrower, the Governmental Lender, the Funding Lender and the agents and representatives thereof upon reasonable notice to the Fiscal Agent. The Fiscal Agent 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 Written Requisition or other statements, orders, certifications and approvals received bythe Fiscal Agent. The Fiscal Agent is not required to obtain completion bonds, lien releases or otherwise supervise the acquisition, construction and equippingof the Project. 2016-03-08 Agenda Packet Page 645 25 Notwithstanding anything to the contrary contained herein, only the signature of an authorized officer of the Funding Lender 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 Borrower Loan (notice of which default has been given in writing byan authorized officer of the Funding Lender to the Fiscal Agent and the Governmental Lender, and the Fiscal Agent shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default). Furthermore, theFiscal Agent shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only by the Funding Lender (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 Funding Loan Documents. The Fiscal Agent shall immediately provide Written Notice to the Borrower, the Funding Lender and the Governmental Lender if there are not sufficient funds available to or on deposit with the Fiscal Agent to make the payments as and when required by this Section 7.7(b). Except as provided in the next sentence, all such payments shall be made by check or draft payable, or by wire transferin accordance with the payment instructions set forth in the Written Requisition. The Fiscal Agent shall conclusively rely on the payment instructions provided in any Written Requisition or invoices provided in connection therewith,and the Fiscal Agent shall have no duty to authenticate or investigate such payment instructions or the authority under which they were given. Upon the occurrence of an Event of Default of the Borrower of which the Fiscal Agent has knowledge as provided herein, which is continuing under the Funding Loan Documents, with the Written Consent of the Funding Lender, the Fiscal Agent may apply amounts on deposit in the Project Fund to the payment of principal of and interest on the Funding Loan. (c)Immediately prior to any mandatory prepayment of the Funding Loan pursuant to hereto, any amounts then remaining in the Project Fund shall, at the written direction of the Funding Lender, be transferred to the Funding Loan Payment Fund to be applied to the prepayment of the Funding Loan pursuant hereto. (d)Amounts on deposit in the Project Fund, other than the deposit to the Note Proceeds Account on the Closing Date (which will be promptly disbursed therefrom pursuant to Section7.7(a) above) which shall be held uninvested until disbursed,shall be invested in Permitted Investments directed in writing by the Borrower. 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. Upon final disbursement of all amounts on deposit in the Project Fund, the Fiscal Agent shall close the Project Fund. Section 7.8.Rebate Fund. (a)The Fiscal Agent shall deposit or transfer to the credit of the Rebate Fund each amount delivered to the Fiscal Agent 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, the Fiscal Agent 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 Fiscal Agent for the account and in the name of the Governmental Lender and shall be 2016-03-08 Agenda Packet Page 646 26 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 Fiscal Agent by the Borrower or the Rebate Analyst). (d)The Fiscal Agent shall preserve all statements, forms and explanations received from the Borrower and delivered to the Fiscal Agent and all records of transactions in the Rebate Fund until six years after the retirement of all of the Tax-Exempt Governmental Lender Notes. (e)The Fiscal Agent may conclusively rely on the instructions of the Borrower (based upon the report of the Rebate Analyst) with regard to any actions to be taken by it pursuant to this Section and shall have no liability 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 Fiscal Agent 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 specific written instruction related thereto. (f)If at any time during the term of this Funding Loan Agreement the Governmental Lender, the Fiscal Agent or the Borrower desires to take any action thatwould 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 Tax Counsel No Adverse Effect Opinion and an opinion of Tax Counsel that such action shall be in compliance with the laws of the State and the terms of this Funding Loan Agreement. (g)Moneys and securities held by the Fiscal Agent in the Rebate Fund shall not be deemed funds of the Governmental Lender and are not pledged or otherwise subject to any security interest in favor of the Owners to secure the Governmental Lender Notesor any other obligations. (h)Moneys in the Rebate Fund may be separatelyinvested and reinvested by the Fiscal Agent, at the request of and as directed in writing by the Borrower, in Permitted Investments, subject to the Code. The Fiscal Agent shall sell and reduce to cash a sufficient amount of such Permitted Investments, asdirected in writing by the Borrower,whenever the cash balance in the Rebate Fund is insufficient for its purposes. (i)Notwithstanding anything to the contrary in this Funding Loan Agreement, no payment shall be made by the Fiscal Agent to the United States if the Borrower shall furnish to the Governmental Lender and the Fiscal Agent, an opinion of Tax 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 Tax-Exempt Governmental Lender Note. In such event the Borrower shall be entitled to withdraw funds from the Rebate Fund to the extent the Borrower shall provide a Tax Counsel No Adverse Effect Opinion to the Governmental Lender and the Fiscal Agent with respect to such withdrawal. (j)The Fiscal Agent shall keep and make available to the Governmental Lender and the Borrower records concerning the investments of all funds held by the Fiscal Agent pursuant to the Funding Loan Agreement 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 noTax-Exempt 2016-03-08 Agenda Packet Page 647 27 Governmental Lender Note is 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 7.8 need not be made to the extent that neither the Governmental Lender nor theBorrower will thereby fail to comply with any requirements of Section 148(f) of the Code based on a Tax Counsel No Adverse Effect Opinion, a copy of which shall be provided to the Fiscal Agentand the Governmental Lender. ARTICLE VIII REPRESENTATIONS AND COVENANTS Section 8.1.General Representations. The Governmental Lender makes the following representations as the basis for the undertakings on its part herein contained: (a)The Governmental Lender is a public body corporate and politic, organized and existing under the laws of the State, hasthe power and authority to (i)enter into the Funding Loan Documents to which it is a party and the transactions contemplated thereby, (ii)incur the limited obligation represented by the Governmental Lender Note and the Funding Loan, and apply the proceeds of such obligation or loan tofinance the Project, and (iii)carry out its other obligations under this Funding Loan Agreement and the Governmental Lender Notes, and by proper action has duly authorized the Governmental Lender’s execution and delivery of, and its performance under, the Funding Loan Documents to which it is a party. (b)The Governmental Lender is not in default under or in violation of, and the execution and delivery of the Funding Loan 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, (i)the Act, (ii)to its knowledge, any other existing laws, rules, regulations, judgments, decrees and orders applicable to it, or (iii)to its knowledge, the provisions of any agreements and instruments to which the Governmental Lender is a party, a default under or violation of which would prevent it from entering into the Funding Loan Agreement, executing and delivering the Governmental Lender Note, financing the Project, executing and delivering the other Funding Loan Documents to which it is a party or consummating the transactions on its part 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 Governmental Lender is making no representations as to the necessity of registering the Governmental Lender Notesor the Borrower Notespursuant to any securities laws or complying with any other requirements of securities laws). (c)No litigation, inquiry or investigation of any kind in or by any judicial or administrative court or agency is pending with respect to which the Governmental Lender has been served with process or, to the knowledge of the Governmental Lender, is threatened against the Governmental Lender with respect to (i)the organization and existence of the Governmental Lender, (ii)its authority to execute or deliver the Funding Loan Documents to which it is a party, (iii)the validity or enforceability of any such Funding Loan Documents or the transactions contemplated thereby, (iv)the title ofany officer of the Governmental Lender who executed such Funding Loan Documents or (v)any authority or proceedings relating to the execution and delivery of such Funding 2016-03-08 Agenda Packet Page 648 28 Loan Documents on behalf of the Governmental Lender, 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 Borrower Loan Agreement, the Borrower Notesand this Funding Loan Agreement have not been pledged previously by the Governmental Lender to secure any of its notes or bonds other than the Funding Loan Agreement as evidenced by the Governmental Lender Notes. (e)The California Debt Limit Allocation Committee has provided an allocation of the State’s 2015 private activitybond volume cap, under section146 of the Code to the Governmental Lender for the Tax-Exempt Governmental Lender Note. The Governmental Lender hereby elects to apply the alternative option under clause (2) of the first paragraph of Section3.01 of IRS Notice 2011-63 with respect to the issue date of the Tax-Exempt Governmental Lender Note; and, in connection therewith, has directed Tax Counsel to include the information on Form 8038 filed for the Tax-Exempt Governmental Lender Notethat is required by section3.03 of said Notice. THE GOVERNMENTAL LENDER 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, REPRESENTATIONSOR CERTIFICATIONS FURNISHED BY THE BORROWER IN CONNECTION WITH THE FUNDING LOAN OR THE BORROWER LOAN, OR AS TO THE CORRECTNESS, COMPLETENESS OR ACCURACY THEREOF. Section 8.2.No Encumbrance on Security. The Governmental Lender will not knowingly create or knowingly permit the creation of any mortgage, pledge, lien, charge or encumbrance of any kind on the Security or any part thereof prior to or on a parity with the lien of this Funding Loan Agreement, except as expressly permitted or contemplated by the Funding Loan Documents. Section 8.3.Repayment of Funding Loan. Subject to the provisions of ArticleIII hereof, the Governmental Lender will duly and punctually repay, or cause to be repaid, the Funding Loan, as evidenced by the Governmental Lender Notes, as and when the same shall become due, all in accordance with the terms of the Governmental Lender Notesand this Funding Loan Agreement. Section 8.4.Servicer. The Funding Lender may appoint a Servicer to service and administer the Governmental Loan and/or the Borrower Loan on behalf of theFunding Lender, including without limitation the fulfillment of rights and responsibilities granted by Governmental Lender to Funding Lender pursuant to Section2.1 of the Borrower Loan Agreement. Section 8.5.Borrower Loan Agreement Performance. (a)The Funding Lender and the Servicer, if any, on behalf of the Governmental Lender, may (but shall not be required or obligated to) perform and observe any agreement or covenant of the Governmental Lender under the Borrower Loan Agreement subject to the terms and provisions contained therein, all to the end that the Governmental Lender’s rights under the Borrower Loan Agreement may be unimpaired and free from default. 2016-03-08 Agenda Packet Page 649 29 (b)The Governmental Lender will promptly notify the Borrower, the Servicer and the Funding Lender in writing of theoccurrence of any Borrower Loan Agreement Default, provided that the Governmental Lender has received written notice of such event. Section 8.6.Maintenance of Records; Inspection of Records. (a)The Funding Lender shall keep and maintain adequate records pertaining to any funds and accounts established hereunder, including all deposits to and disbursements from said funds and accounts and shall keep and maintain the registration books for the Funding Loan and interests therein. The Funding Lender 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 Funding Loan, subject to the inspection of the Governmental Lender and its representatives at all reasonable times and upon reasonable prior notice. (b)The Governmental Lender will at any and all times, upon the reasonable request of the Servicer, the Borrower or the Funding Lender, afford and procure a reasonable opportunity by their respective representatives to inspect the books, records, reports and other papers of the Governmental Lender relating to the Project and the Funding Loan, if any, and to make copies thereof. Section 8.7.Tax Covenants. The Governmental Lender covenants to and for the benefit of the Funding Lender that, notwithstanding any other provisions of this Funding Loan Agreement or of any other instrument, it will: (a)Require the Borrower to execute the Regulatory Agreement as a condition of funding the Borrower Loan; (b)Not knowingly take or cause to be taken any action or actions, or knowingly fail to take any action or actions, which would cause the interest payable on the Tax-Exempt Governmental Lender Noteto be includable in gross income for federal income tax purposes; (c)Whenever and so often as requested in writing by Funding Lender, the Governmental Lender (at the sole cost and expense of the Borrower), shall do and perform all acts and things permitted by law and necessary or desirable in order to assure that interest paid by the Governmental Lender on the Tax-Exempt Governmental Lender Noteswill be excluded from the gross income of the Noteowner, for federal income tax purposes, pursuant to Section103 of the Code, except in the event where any owner of the Tax-Exempt Governmental Lender Notesor a portion thereof is a “substantial user” of the facilities financed with the Funding Loan or a “related person” within the meaning of Section147(a) of the Code; (d)Not knowingly take any action nor, solely in reliance upon the covenants and representations of the Borrower in the Borrower Loan Agreement, in the Regulatory Agreement and in the Tax Certificate, knowingly permit or suffer any action to be taken if the result of the same would be to cause the Governmental Lender Notes to be “federally guaranteed” within the meaning of Section149(b) of the Code and the Regulations; (e)Require the Borrower to agree, solely by causing the Borrower to execute and deliver the Borrower Loan Agreement, not to commit any act and not to make any use of the proceeds of the Funding Loan, orany other moneys which may be deemed to be proceeds of the 2016-03-08 Agenda Packet Page 650 30 Funding Loan pursuant to the Code, which would cause the Tax-Exempt Governmental Lender Notesto be “arbitrage bonds” within the meaning of Sections 103(b) and 148 the Code, and to comply with therequirements of the Code throughout the term of the Funding Loan; and (f)Require the Borrower, solely by causing the Borrower to execute and deliver the Borrower Loan Agreement, to take all steps necessary to compute and pay any rebatable arbitrage in accordance with Section148(f) of the Code. In furtherance of the covenants in this Section8.7, the Governmental Lender and the Borrower shall execute, deliver and comply with the provisions of the Tax Certificate, which are by this reference incorporated into this Funding Loan Agreement and made a part of this Funding Loan Agreement as if set forth in this Funding Loan Agreement in full. For purposes of this Section8.7 the Governmental Lender’s compliance shall be based solely on matters within the Governmental Lender’s knowledge and control and no acts, omissions or directions of the Borrower, the Funding Lender or any other Persons shall be attributed to the Governmental Lender. In complying with the foregoing covenants, the Governmental Lender mayrely from time to time on a Tax Counsel No Adverse Effect Opinion or other appropriate opinion of Tax Counsel. Section 8.8.Performance by the Borrower. Without relieving the Governmental Lender from the responsibility for performance and observance of the agreementsand covenants required to be performed and observed by it hereunder, the Borrower, on behalf of the Governmental Lender, may (but is under no obligation to) perform any such agreement or covenant if no Borrower Loan Agreement Default or Potential Default under (and as such term is defined in) the Borrower Loan Agreement exists. ARTICLE IX DEFAULT; REMEDIES Section 9.1.Events of Default. Any one or more of the following shall constitute an event of default (an “Event of Default”) under this Funding Loan Agreement (whatever thereason 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 Governmental Lender Notes when such interest becomes due and payable; (b)A default in the payment of principal of, or premium on, the Governmental Lender Noteswhen such principal or premium becomes due and payable, whether at its stated maturity, by declaration of acceleration or call for mandatory prepayment or otherwise; (c)Subject to Section8.8 hereof, default in the performance or breach of any material covenant or warranty of the Governmental Lender in this Funding LoanAgreement (other than a covenant or warranty or default in the performance or breach of which is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 30 days 2016-03-08 Agenda Packet Page 651 31 after there has been given written notice, as provided in Section12.1 hereof, to the Governmental Lender and the Borrower by the Funding Lender or the Servicer, specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” under this Funding Loan Agreement; provided that, so long as the Governmental Lender has commenced to cure such failure to observe or perform within the thirty (30) day cure period, the subject matter of the default is not capable of cure within said thirty (30) day period and the Governmental Lender is diligently pursuing such cure to the Funding Lender’s satisfaction, with the Funding Lender’s Written Direction or Written Consent, then the Governmental Lender shall have an additional period of time as reasonably necessary (not to exceed 30 days unless extended in writing by the Funding Lender) within which to cure such default; (d)A default in the payment of any Additional Borrower Payments; or (e)Any other “Default” or “Event of Default” under any of the other Funding Loan Documents (taking into account any applicable grace periods therein). Section 9.2.Acceleration of Maturity; Rescission and Annulment. (a)Subject to the provisions of Section9.9 hereof, upon the occurrence of an Event of Default under Section9.1 hereof, then and in everysuch case, the Funding Lender may declare the principal of the Funding Loan and the Governmental Lender Notesand the interest accrued to be immediately due and payable, by notice to the Governmental Lender, Borrower and the Equity Investor, and upon any such declaration, all principal of and Prepayment Premium, if any, and interest on the Funding Loan and the Governmental Lender Notesshall become immediately due and payable. (b)At any time after a declaration of acceleration has been made pursuant to subsection(a) of this Section, the Funding Lender may by Written Notice to the Governmental Lender rescind and annul such declaration and its consequences if: (i)there has been deposited with the Funding Lender a sum sufficient to pay (1)all overdue installments of interest on the Funding Loan, (2)the principal of and Prepayment Premium on the Funding Loan that has become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in the Funding Loan, (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 Funding Loan, and (4)all sums paid or advanced by the Funding Lender and the reasonable compensation, expenses, disbursements and advances of the Funding Lender, its agents and counsel (but only to the extent not duplicative with subclauses(1) and (3) above); and (ii)all Events of Default, other than the non-payment of the principal of the Funding Loan that has become due solely by such declaration of acceleration, have been cured or have been waived in writing as provided in Section9.9 hereof. 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 Funding Lender shall pursue no remedies against the Borrower, any of the 2016-03-08 Agenda Packet Page 652 32 Borrower’s partners or the Project if no Borrower Loan Agreement Default has occurred and is continuing. An Event of Default hereunder shall not in and of itself constitute a Borrower Loan Agreement Default. Section 9.3.Additional Remedies; Funding Lender Enforcement. (a)Upon the occurrence of an Event of Default, the Funding Lender may, subject to the provisions of this Section9.3 and Section9.9 hereof, proceed to protect and enforce its rights by mandamus or other suit, action or proceeding at law or in equity. No remedy conferred by this Funding Loan Agreement upon or remedy reserved to the Funding Lender 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 Funding Lender 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 Funding Lender may proceed forthwith to protect and enforce its rights and this Funding Loan Agreement by such suits, actions or proceedings as the Funding Lender, in its sole discretion, shall deem expedient. Funding Lender shall have upon the occurrence and continuation of any Event of Default all rights, powers, and remedies with respect to the Security as are available under the Uniform Commercial Code applicable thereto or as are available under any other applicable law at the time in effect and, without limiting the generality of the foregoing, the Funding Lender may proceed at law or in equity or otherwise, to the extent permitted by applicable law: (i)to take possession of the Security or any part thereof, with or without legal process, and to hold, service, administer and enforce any rights thereunder or thereto, and otherwise exercise all rights of ownership thereof, including (but not limited to) the sale of all or part of the Security; (ii)to become mortgagee of record for the Borrower Loan including, without limitation, completing the assignment of the Security Instrument by the Governmental Lender to the Funding Lender as anticipated by this Funding Loan Agreement, and recording the same in the real estate records of the jurisdiction in which the Project is located, without further act or consent of the Governmental Lender, and to service and administer the same for its own account; (iii)to service and administer the Funding Loan as agent and on behalf of the Governmental Lender or otherwise, and, if applicable, to take such actions necessary to enforce the Borrower Loan Documents and the Funding Loan Documents on its own behalf, and to take such alternative courses of action, as it may deem appropriate; or (iv)to take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Governmental Lender Notes, this Funding Loan Agreement or the other Funding Loan Documents, or the Borrower Loan Documents, or in and of the execution of any power herein granted, or for foreclosure hereunder, or for enforcement of any other appropriate legal or equitable remedy or otherwise as the Funding Lender may elect. (c)Whetheror not an Event of Default has occurred, the Funding Lender, in its sole discretion, shall have the sole right to waive or forbear from enforcing any term, condition, covenant or agreement of the Security Instrument, the Borrower Loan Agreement, the Borrower 2016-03-08 Agenda Packet Page 653 33 Notesor any other Borrower Loan Documents or Funding Loan Documents applicable to the Borrower, or any breach thereof, other than a covenant that would adversely impact the tax-exempt status of the interest on the Tax-Exempt Governmental Lender Note, and provided that the Governmental Lender may seek specific performance by the Borrower to enforce the Unassigned Rights; provided, however, that any such forbearance by the Funding Lender in the exercise of its remedies under the Funding Loan Documents shall not be construed as a waiver by the Funding Lender of any Conditions to Conversion (as such term is defined in the Borrower Loan Agreement). (d)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, the Equity Investor and the Funding Lender receive Written Notice stating that a default under the Regulatory Agreement has occurred and specifying the nature of the default, the Funding Lender 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 Funding Lender in the exercise of its remedies under the Funding Loan Documents shall not be construed as a waiver by the Funding Lender of any Conditions to Conversion. (e)If the Borrower defaults in the performance of its obligations under the Borrower Loan Agreement (subject to applicable notice and cure periods) to make rebate payments, to comply with any applicable continuing disclosure requirements, or to make payments owed pursuant to Sections 2.5, 5.14 or 5.15 of the Borrower Loan Agreement for fees, expenses or indemnification, the Funding Lender shall have the right to exercise all its rights and remedies thereunder (subject to the last paragraph of Section9.14 hereof). Section 9.4.Application of Money Collected. Any money collected by the Funding Lender pursuant to this Article and any other sums then held by the Funding Lender as part of the Security, shall be applied in the following order, at the date or dates fixed by the Funding Lender: (a)First: To the payment of any and all amounts due under the Funding Loan Documents other than with respect to principal and interest accrued on the Funding Loan, including, without limitation, any amounts due to the Governmental Lender, the Funding Lender, the Servicer and the Rebate Analyst; (b)Second: To the payment of the whole amount of the Funding Loan, as evidenced by the Governmental Lender Notes, then due and unpaid in respect of which or for the benefit of which such money has been collected, with interest (to the extent that such interest has been collected or a sum sufficient therefor has been so collected and payment thereof is legally enforceable at the respective rate or rates prescribed therefor in the Funding Loan) on overdue principal of, and Prepayment Premium and overdue installments of interest on the Funding Loan; provided, however, that partial interests in any portion of the Funding Loan shall be paid in such order of priority as may be prescribed by Written Direction of the Funding Lender in its sole and absolute discretion; and (c)Third: The payment of the remainder, if any, to the Borrower or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. 2016-03-08 Agenda Packet Page 654 34 If and to the extent this Section9.4 conflicts with the provisions of the Servicing Agreement, the provisions of the Servicing Agreement shall control. Capitalized terms used in this Section9.4 but not otherwise defined in this Funding Loan Agreement shall have the meanings given such terms in the Servicing Agreement. Section 9.5.Remedies Vested in Funding Lender. All rights of action and claims under this Funding Loan Agreement or the Governmental Lender Notes may be prosecuted and enforced by the Funding Lender without the possession of the Governmental Lender Note or the production thereof in any proceeding relating thereto. Section 9.6.Restoration of Positions. If Funding Lender shall have instituted any proceeding to enforce any right or remedy under this Funding Loan Agreement and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Funding Lender, then and in every such case the Governmental Lender and the Funding Lender shall, subject to any determination in such proceeding, be restored to their former positions hereunder, and thereafter all rights and remedies of the Governmental Lender and the Funding Lender shall continue as though no such proceeding had been instituted. Section 9.7.Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Funding Lender is intended to beexclusive 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 9.8.Delay or Omission Not Waiver. No delay or omission of the Funding Lender 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 Funding Lender may be exercised from time to time, and as often as may be deemed expedient, by Funding Lender. No waiver of any default or Event of Default pursuant to Section9.9 hereof shall extend to or shall affect any subsequent default or Event of Default hereunder or shall impair any rights or remedies consequent thereon. Section 9.9.Waiver of Past Defaults. Before any judgment or decree for payment of money due has been obtained by the Funding Lender, the Funding Lender may, subject to Section9.6 hereof, by Written Notice to the Governmental Lender and the Borrower, waive any past default hereunder or under the Borrower Loan Agreement and its consequences except for default in obligations due the Governmental Lender pursuant to or under the Unassigned 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 Funding Loan Agreement and the Borrower Loan Agreement; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. Section 9.10.Remedies Under Borrower Loan Agreement or Borrower Notes. As set forth in this Section 9.10 but subject to Section9.9 hereof, the Funding Lender shall have the right, in its own name or on behalf of the Governmental Lender, to declare any default and exercise any remedies under the Borrower Loan Agreement or the Borrower Notes, whether or not either Governmental Lender Note has been accelerated or declared due and payable by reason of an Event of Default. 2016-03-08 Agenda Packet Page 655 35 Section 9.11.Waiver of Appraisement and Other Laws. (a)To the extent permitted by law, the Governmental Lender 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 hereafterin force, in order to prevent or hinder the enforcement of this Funding Loan Agreement; and the Governmental Lender, 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 suchlaws. The Governmental Lender, for itself and all who may claim under it, waives, to the extent that it may lawfully do so, all right to have the property in the Security marshaled upon any enforcement hereof. (b)If any law now in effect prohibiting the waiver referred to in clause(a) 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 Section9.11. Section 9.12.Suits to Protect the Security. The Funding Lender shall have power to institute and to maintain such proceedings as it may deem expedient to prevent any impairment of the Security by any acts that may be unlawful or in violation of this Funding Loan Agreement and to protect its interests in the Security and in the rents, issues, profits, revenues and other income arising therefrom, including power to institute and maintain proceedings to restrain the enforcement of or compliance with any governmental enactment, rule or order thatmay 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 Funding Lender. Section 9.13.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 Funding Loan Agreement invalid, unenforceable or not entitled to be recorded, registered or filed under the provisions of any applicable law. Section 9.14.Assumption of Obligations. In the event that the Funding Lender or its assignee or designee shall become the legal or beneficial owner of the Project by foreclosure or deed in lieu of foreclosure, such party shall succeed to the rights and the obligations of the Borrower under the Borrower Loan Agreement, the Borrower Notes, the Regulatory Agreement and any other Funding Loan 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 andcontinuance of an Event of Default hereunder, rights and remedies may be pursued pursuant to the terms of the Funding Loan Documents. 2016-03-08 Agenda Packet Page 656 36 ARTICLE X AMENDMENT; AMENDMENTOF BORROWER LOAN AGREEMENT AND OTHER DOCUMENTS Section 10.1.Amendment of Funding Loan Agreement. Any of the terms of this Funding Loan Agreement and the Governmental Lender Notesmay be amended or waived only by an instrument signed by the Funding Lender and the Governmental Lender, provided, however, no such amendment which materially affects the rights, duties, obligations or other interests of the Borrower or Fiscal Agent shall be made without the consent of the Borrower or Fiscal Agent, as applicable, and, provided further, that if the Borrower is in default under any Funding Loan Document, no Borrower consent shall be required unless such amendment has a material adverse effect on the rights, duties, obligations or other interests of the Borrower. All of the terms of this Funding Loan Agreement shall be binding upon the successors and assigns of and all persons claiming under or through the Governmental Lender or any such successor or assign, and shall inure to the benefit of and be enforceable by the successors and assigns of the Funding Lender. Section 10.2.Amendments Require Funding Lender Consent. The Governmental Lender shall not consent to any amendment, change or modification of the Borrower Loan Agreement or any other Borrower Loan Document or Funding Loan Document without the prior Written Consent of the Funding Lender. Section 10.3.Consents and Opinions. No amendment to this Funding Loan Agreement or any other Funding Loan Document entered into under this ArticleX or any amendment, change or modification otherwise permitted under this ArticleX shall not becomeeffective unless and until (i)the Funding Lender shall have approved the same in writing in its sole discretion and (ii)the Funding Lender shall have received, at the expense of the Borrower, a Tax Counsel No Adverse Effect Opinion and an Opinion of Counsel to the effect that any such proposed amendment is authorized and complies with the provisions of this Funding Loan Agreement and is a legal, valid and binding obligation of the parties thereto, subject to normal exceptions relating to bankruptcy, insolvency and equitable principles limitations. ARTICLE XI THE FISCAL AGENT Section 11.1.Appointment of Fiscal Agent; Acceptance. The Governmental Lender hereby appoints Fiscal Agent as fiscal agent hereunder. The Fiscal Agent shall signify its acceptance of the duties and obligations imposed upon it by this Funding Loan Agreement by executingthis Funding Loan Agreement. Section 11.2.Certain Duties and Responsibilities of Fiscal Agent. (a)The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth in this Funding Loan Agreement, and no implied covenants or obligations shall be read into this Funding Loan Agreement against the Fiscal Agent. (b)If an event of default exists hereunder or under any Borrower Loan Document, the Fiscal Agent shall exercise such of the rights and powers vested in it by this Funding 2016-03-08 Agenda Packet Page 657 37 Loan Agreement, and exercise any rights or duties or remedies solely at the written direction of the Funding Lender. (c)No provision of this Funding Loan Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent action, its own negligentfailure 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 Fiscal Agent shall not be liable for any error of judgment made in good faith, unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts; (iii)The Fiscal Agent shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction of the Funding Lender relating to the time, method and place of conducting any proceeding for any remedy available to the Fiscal Agent, or exercising any power conferred upon the Fiscal Agent under this Funding Loan Agreement; and (iv)No provisionof this Funding Loan Agreement shall require the Fiscal Agent 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 havereasonable 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. (v)Subject to its rights to indemnification pursuant to Section11.4 hereof, the Fiscal Agent is directed to enter into the Borrower Loan Documents to which it is a party and other related documents, solely in its capacity as FiscalAgent. (d)Whether or not therein expressly so provided, every provision of this Funding Loan Agreement and the other FundingLoan Documents relating to the conduct or affecting the liability of or affording protection to the Fiscal Agent shall be subject to the provisions of this Section. (e)The Fiscal Agent 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 Fiscal Agent and conforming to the requirements of this Funding Loan Agreement; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Funding Loan Agreement. (f)The permissive rights of the Fiscal Agent to do things enumerated in this Funding Loan Agreement shall not be construed as a duty. (g)The rights of the Fiscal Agent and limitations of liability enumerated herein and in Section11.4 shall extend to actions taken or omitted in its role as assignee of the Governmental Lender under the Borrower Loan Agreement and the other Funding Loan Documents. Section 11.3.Notice of Defaults. Upon the occurrence of any default hereunder or under any Borrower Loan Document and provided that a Responsible Officer of the Fiscal Agent has actual 2016-03-08 Agenda Packet Page 658 38 knowledge or has received Written Notice of the existence of such default, promptly, and in any event within 15 days, the Fiscal Agent shall transmit to the Governmental Lender, the Borrower, the Equity Investor, the Servicer, if any, and the FundingLender, in the manner and at the addresses for notices set forth in Section12.1 hereof, notice of such default hereunder known to the Fiscal Agent pursuant to Section11.4(g) hereof, unless such default shall have been cured or waived. Section 11.4.Certain Rights of Fiscal Agent. Exceptas otherwise provided in Section 11.1 hereof: (a)The Fiscal Agent 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, note, 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 Governmental Lender mentioned herein shall be sufficiently evidenced by a certificate or order executed by an Authorized Governmental Lender Representative; (c)Whenever in the administration of this Funding Loan Agreement or any Borrower Loan Document the Fiscal Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Fiscal Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a Written Certificate of the Governmental Lender, the Funding Lender, the Servicer or the Borrower, as appropriate; (d)The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Funding Loan Agreement or any Borrower Loan Document at the request or direction of the Funding Lender, pursuant to this Funding Loan Agreement, unless the Funding Lender shall have offered to the Fiscal Agent in writing security or indemnity reasonably satisfactory to the Fiscal Agent 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 Fiscal Agent of its obligations under ArticleVIII hereof; (e)The Fiscal Agent 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, note, debenture, coupon or other paper or document but the Fiscal Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Fiscal Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books and records of the Governmental Lender, 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 Fiscal Agent may execute any of its powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and pay reasonable compensation thereto and the Fiscal Agent 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 Fiscal Agent may act upon the advice of counsel of its choice concerning all mattershereof and the Fiscal Agent shall 2016-03-08 Agenda Packet Page 659 39 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 Fiscal Agent shall not be required to take notice or be deemed to have notice of any default hereunder or under any Borrower Loan Document except for failure by the Borrower to make payments of principal, interest, premium, if any, or Ongoing Governmental Lender Fee when due, unless a Responsible Officer of the Fiscal Agent shall be specifically notified by a Written Direction of such default by the Governmental Lender, the Servicer or the Funding Lender, and all notices or other instruments required by this Funding Loan Agreement or under any Borrower Loan Document to be delivered to the Fiscal Agent, must, in order to be effective, be delivered in writing to a Responsible Officer of the Fiscal Agent at the Office of the Fiscal Agent, and in the absence of such Written Notice so delivered the Fiscal Agent may conclusively assume there is no default as aforesaid. Section 11.5.Not Responsible for Recitals. The recitals contained herein and in the Governmental Lender Notesshall be taken as the statements of the Governmental Lender, and the Fiscal Agent assumes no responsibility for their correctness. The Fiscal Agent makes no representations as to the value or condition of the Pledged Revenues, the Security or any part thereof, or as to the title of the Governmental Lender thereto or as to the security afforded thereby or hereby, or as to the validity or sufficiency of this Funding Loan Agreement or of the Funding Loan. The Fiscal Agent 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 funding of the Funding Loan. The Fiscal Agent shall not be required to monitor the financial condition of the Borrower or the physical condition of the Project. Unless otherwise expressly provided, the Fiscal Agent 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, the Funding Lender and such other parties to whom the Fiscal Agent may provide such information pursuant to this Funding Loan Agreement. The Fiscal Agent makes no representations as to and shall have no responsibility for the sufficiency of the insurance required under any of the Borrower Loan Documents. Section 11.6.May Hold Funding Loan. The Fiscal Agent in its individual or any other capacity may become the owner or pledgee of the Funding Loan and may otherwise deal with the Governmental Lender, the Funding Lender and the Borrower with the same rights it would have if it were not FiscalAgent. Section 11.7.Moneys Held Hereunder. Moneys held by the Fiscal Agent hereunder need not be segregated from other funds except to the extent required by law. The Fiscal Agent shall be under no liability for interest on any moneys received by it hereunder exceptas otherwise provided herein. Section 11.8.Compensation and Reimbursement. Under the Borrower Loan Agreement, the Borrower has agreed to, except as otherwise expressly provided herein, reimburse the Fiscal Agent as provided in this Funding Loan Agreement or the Borrower Loan Agreement, upon its 2016-03-08 Agenda Packet Page 660 40 request for all reasonable expenses, disbursements and advances incurred or made by the Fiscal Agent in accordance with any provision of this Funding Loan Agreement (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 Fiscal Agent’s negligence or willful misconduct, both as finally adjudicated by a court of law. When the Fiscal Agent incurs expenses or renders servicein 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 Governmental Lender has no obligation to pay the Fiscal Agent for services rendered. (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 Fiscal Agent shall have the right to use and apply any moneys held by it as Pledged Revenues. (c)The Fiscal Agent’s rights to compensation and reimbursement shall survive its resignation or removal, the payment of the Funding Loan or the Borrower Loan or the release of this Funding Loan Agreement. Section 11.9.Fiscal Agent Required; Eligibility. Any successor Fiscal Agent shall at all times be a trust company, a state banking corporation or a national banking association with the authority to accept trusts in the State approved in writing by the Governmental Lender 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 and 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 and surplus of at least $2,000,000 as set forth in its most recent published annual report of condition, or (c)be otherwise acceptable to the Funding Lenderin its sole and absolute discretion. Section 11.10.Resignation and Removal; Appointment of Successor. (a)No resignation or removal of the Fiscal Agent hereunder and no appointment of a successor Fiscal Agent pursuant to this Article shall become effective until the written acceptance by the successor Fiscal Agent of such appointment. (b)The Fiscal Agent may resign at any time by giving 60 days’Written Notice thereof to the Governmental Lender, the Borrower, the Servicer, if any, and the Funding Lender. If an instrument of acceptance by a successor Fiscal Agent shall not have been delivered to the Fiscal Agent within 30 days after the giving of such notice of resignation, the resigning Fiscal Agent may petition any court of competent jurisdiction for the appointment of a successor Fiscal Agent. (c)The Fiscal Agent may be removed at any time with 30 days’notice by (i)the Governmental Lender, (ii)the Borrower (unless the Borrower is in default under any of the Borrower Loan Documents), subject to applicable notice and cure periods, with the Written Consent of the 2016-03-08 Agenda Packet Page 661 41 Funding Lender and the Governmental Lender, or (iii)the Funding Lender with the Written Consent of the Governmental Lender and Written Notice delivered to the Fiscal Agent and the Borrower. (d)If the Fiscal Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the Office of the Fiscal Agent for any cause, the Governmental Lender shall promptly appoint a successor Fiscal Agent, with the consent of the Funding Lender, which consent shallnot be unreasonably withheld. In case all or substantially all of the Pledged Revenues and Security 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 Fiscal Agent shall be so appointed by the Governmental Lender. If, within 60 days after such resignation, removal or incapability or the occurrence of such vacancy, the Governmental Lender has failed to so appoint a successor Fiscal Agent, then a successor Fiscal Agent shall be appointed by the Funding Lender (from any of the institutions approved by the Governmental Lender to serve as a fiscal agent or trustee) with Written Notice thereof delivered to the Governmental Lender, the Borrower, the Servicer, if any, and the retiring Fiscal Agent, and the successor Fiscal Agent so appointed shall, forthwith upon its acceptance of such appointment, become the successor Fiscal Agent and supersede the successor Fiscal Agent appointed by such receiver or Fiscal Agent. If no successor Fiscal Agent shall have been appointed by the Governmental Lender or the Funding Lender and accepted appointment in the manner hereinafter provided, the Fiscal Agent may petition any court of competent jurisdiction for the appointment of a successor Fiscal Agent. (e)The retiring Fiscal Agent shall cause Written Notice of each resignation and each removal of the Fiscal Agent and each appointment of a successor Fiscal Agent to be provided to the Funding Lender. Each notice shall include the name of the successor Fiscal Agent and the address of the office of the successor Fiscal Agent. Section 11.11.Acceptance of Appointment by Successor. (a)Every successor Fiscal Agent appointed hereunder shall execute, acknowledge and deliver to the Governmental Lender and to the retiring Fiscal Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Fiscal Agent shall become effective and such successor Fiscal Agent, without any further act, deed or conveyance, shallbecome vested with all the estates, properties, rights, powers and duties of the retiring Fiscal Agent; notwithstanding the foregoing, on request of the Governmental Lender or the successor Fiscal Agent, such retiring Fiscal Agent shall, upon payment of its charges, execute and deliver an instrument conveying and transferring to such successor Fiscal Agent all the estates, properties, rights, powers and trusts of the retiring Fiscal Agent, and shall duly assign, transfer and deliver to such successor Fiscal Agent all property and money held by such retiring Fiscal Agent hereunder. Upon request of any such successor Fiscal Agent, the Governmental Lender shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Fiscal Agent all such estates, properties, rightsandpowers. (b)No successor Fiscal Agent shall accept its appointment unless at the time of such acceptance such successorFiscal Agent shall be qualified and eligible under this Article, to the extent operative. Section 11.12.Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Fiscal Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Fiscal Agent shall 2016-03-08 Agenda Packet Page 662 42 be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Fiscal Agent, shall be the successor of the Fiscal Agent 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 Fiscal Agent shall cause Written Notice of such succession to be delivered to the Funding Lender within 30 days of such succession. Section 11.13.Appointment of Co-Fiscal Agent. It is recognized that in case of litigation under this Funding Loan Agreement, the Borrower Loan Agreement, any other Borrower Loan Document or the Regulatory Agreement, and in particular in case of the enforcement of any of them on default, or in case the Fiscal Agent 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 Fiscal Agent or hold title to the properties, as herein provided, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Fiscal Agent appoint an additional individual or institution as a separate or co-fiscal agent. The following provisions of this Section are adopted to these ends. The Fiscal Agent is hereby authorized to appoint an additional individual or institution as a separate or co-fiscal agent hereunder, upon Written Notice to the Governmental Lender, the Funding Lender and the Borrower, and with the consent of the Governmental Lender and the Funding Lender, 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 Funding Loan Agreement, any Borrower Loan Document, the Regulatory Agreement or the Borrower Loan Agreement to be exercised by or vested in or conveyed to the Fiscal Agent with respect thereto shall be exercisable by and vest in such separate or co-fiscal agent 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-fiscal agent shall run to and be enforceable by either of them. Should any instrument in writing from the Governmental Lender be required by the separate fiscal agent or co-fiscal agent appointed by the Fiscal Agent for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, duties and obligations, any and all such instruments in writing shall, on request of the Fiscal Agent, be executed, acknowledged and delivered by the GovernmentalLender. In case any separate fiscal agent or co-fiscal agent, or a successor to either, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, duties and obligations of such separate fiscal agent or co-fiscal agent, so far as permitted by law, shall vest in and be exercised by the Fiscal Agent until the appointment of a successor to such separate fiscal agent or co fiscal agent. Section 11.14.Loan Servicing. The Governmental Lender and the Fiscal Agent acknowledge that the Funding Lender shall have the right to appoint a Servicer to service and administer the Funding Loan and the Borrower Loan as set forth in a Servicing Agreement. The Governmental Lender and the Fiscal Agent shall not be responsible for monitoring the performance of any Servicer or for any acts or omissions of such Servicer. The Funding Lender may, in its sole discretion, terminate or replace the Servicer. Section 11.15.No Recourse Against Officers or Employees of Fiscal Agent. No recourse with respect to a ny claim related to any obligation, duty or agreement contained in this Funding Loan Agreement or any other Funding Loan Document shall be had against any officer or employee, as 2016-03-08 Agenda Packet Page 663 43 such, of the Fiscal Agent, it being expressly understood that the obligations, duties and agreements of the Fiscal Agent contained in this Funding Loan Agreement and the other Funding Loan Documents are solely corporate in nature. ARTICLE XII MISCELLANEOUS Section 12.1.Notices. All notices, demands, requests and other communications required or permitted to be given by any provision of this Funding Loan Agreement 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, hand delivery, or, electronic mail with an imaged or scanned attachment, such as a PDF, to the party to be notified addressed as follows: If to the Fiscal Agent U.S. Bank National Association Global Corporate Trust Services 633 West 5th Street, 24th Floor Los Angeles, California 90071 Attention: Ismael Diaz Ref: __________ Phone: (213) 615-6063 Facsimile: __________ If to the Governmental Lender:Chula Vista Housing Authority 276 Fourth Avenue Chula Vista, California 91910 Attention: Housing Manager Telephone: (619) 691-5263 With a copy to:Chula Vista Housing Authority 276 Fourth Avenue Chula Vista, California 91910 Attention: City Attorney Telephone: (619) 691-5037 If to the Borrower:G Street SeniorsCIC, LP c/o Chelsea Investment Corporation 5993 Avenida Encinas, Suite 101 Carlsbad, California 92008 Attention: Tim Baker Telephone: (760) 456-6000 Facsimile: ___________ 2016-03-08 Agenda Packet Page 664 44 with a copy to:Cox, Castle & Nicholson 50California Street, Suite 3200 San Francisco,California94111 Attention: Ofer Elitzur Telephone: (415) 262-5165 Facsimile: (415) 262-5199 and a copy to:CIC Opportunities Fund II LLC, c/o Chelsea Investment Corporation, 5993 Avenida Encinas, Suite 101, Carlsbad, CA 92008, Attention: James J.Schmid and a copy to:Odu & Associates, P.C. 250 S. Pasadena Ave. #2082 Pasadena Ave., CA 91105, Attention: Nkechi Odu If to the Equity Investor:Raymond James California Housing Opportunities Fund V L.L.C. c/o Raymond James Tax Credit Funds, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Attention: Steven Kropf Telephone: (727) 567-4800 Facsimile: (727) 567-8455 with a copy to:Bocarsly Emden Cowan Esmail & Arndt LLP 633 West Fifth Street, 64th Floor Los Angeles, CA 90071 Attention: Kyle Arndt, Esq. Phone: (213) 239-8000 Facsimile: (213) 239-0410 If to the Funding Lender:Citibank, N.A. 390 Greenwich Street, 2nd Floor New York, New York 10013 Attention: Transaction Management Group Deal ID 23205 Facsimile: (212) 723-8209 and to:Citibank, N.A. 325 East Hillcrest Drive, Suite 160 Thousand Oaks, California 91360 Attention: Operations Manager/Asset Manager Deal ID 23205 Facsimile: (805) 557-0924 2016-03-08 Agenda Packet Page 665 45 prior to the Conversion Date, with a copy to: Citibank, N.A. One Sansome Street,27th Floor San Francisco, California94104 Attention: Account Specialist Deal ID# 23205 Facsimile: (415)445-9965 following the Conversion Date, with a copy to: Citibank, N.A. c/o Berkadia Commercial Servicing Department 323 Norristown Road, Suite 300 Ambler, Pennsylvania 19002 Attention: Client Relations Manager Deal ID# 23205 Facsimile: (215)328-0305 and a copy of any notices of default sent to: Citibank, N.A. 388 Greenwich Street, 17th Floor New York, New York 10013 Attention: General Counsel’s Office Deal ID# 23205 Facsimile: (646) 291-5754 Any such notice, demand, request or communication shall be deemed to have been given and received for all purposes under this Funding Loan Agreement: (i)three 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 4:00p.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 nextBusiness Day. Any facsimile signature by a Person on a document, notice, demand, request or communication required or permitted by this Funding Loan Agreement shall constitute a legal, valid and binding execution thereof by such Person. Any party to thisFunding Loan Agreement may change such party’s address for the purpose of notice, demands, requests and communications required or permitted under this Funding Loan Agreement by providing written notice of such change of address to all of the parties by written notice as provided herein. Section 12.2.Term of Funding Loan Agreement. This Funding Loan Agreement shall be in full force and effect until all payment obligations of the Governmental Lender hereunder have been paid in full and the Funding Loan has been retiredor the payment thereof has been provided for; except that on and after payment in full of each Governmental Lender Note, this Funding Loan Agreement shall be terminated, without further action by the parties hereto. 2016-03-08 Agenda Packet Page 666 46 Section 12.3.Successors and Assigns. All covenants and agreements in this Funding Loan Agreement by the Governmental Lender shall bind its successors and assigns, whether so expressed or not. Section 12.4.Legal Holidays. In any case in which the date of payment of any amount due hereunder or the date on which any other act is to be performed pursuant to this Funding Loan Agreement shall be a day that is not a Business Day, then payment of such amount or such act need not be made on such date but may be made on the next succeeding Business Day, and such later payment orsuch act shall have the same force and effect as if made on the date of payment or the date fixed for prepayment or the date fixed for such act, and no additional interest shall accrue for the period from and after such date and prior to the date of payment. Section 12.5.Governing Law. This Funding Loan Agreement shall be governed by and shall be enforceable in accordance with the laws of the State applicable to contracts made and performed in the State. Section 12.6.Severability. If any provision of this Funding Loan Agreement 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 Governmental Lender Notesor in this Funding Loan Agreement 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 Governmental Lender or the Funding Lender only to the full extent permitted by law. Section 12.7.Execution in Several Counterparts. This Funding Loan Agreement 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 12.8.Nonrecourse Obligation of the Borrower. Except as otherwise provided in the Borrower Loan Agreement, any obligations of the Borrower under this Funding Loan Agreement or other provisions of the Borrower Loan Agreement are without recourse to the Borrower or to the Borrower’s partners or members, as the case may be, and the provisions of Section11.1 of the Borrower Loan Agreement are by this reference incorporated herein. Section 12.9.Waiver of Trial by Jury. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF BORROWER, THE GOVERNMENTAL LENDER AND THE FUNDING LENDER (A)COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS FUNDING LOAN AGREEMENT OR THE RELATIONSHIP BETWEEN THE PARTIES THAT IS TRIABLE OF RIGHT BY A JURY AND (B)WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVENBY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL. IF FOR ANY REASON THIS WAIVER IS DETERMINED TO BE UNENFORCEABLE, ALL DISPUTES WILL BE RESOLVED BY JUDICIAL REFERENCE PURSUANT TO THE PROCEDURES SET FORTH IN THE SECURITYINSTRUMENT. 2016-03-08 Agenda Packet Page 667 47 Section 12.10.Electronic Transactions. The transactions described in this Funding Loan Agreement may be conducted and related documents and 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. Section 12.11.Reference Date. This Funding Loan Agreement is dated for reference purposes only as of the first day of March2016. [Remainder of Page Intentionally Left Blank] 2016-03-08 Agenda Packet Page 668 [Signature Page to Funding Loan Agreement –Volta Apartment Homes] S-1 IN WITNESS WHEREOF, the Funding Lender, the Fiscal Agent and the Governmental Lender have caused this Funding Loan Agreement to be duly executed as of the date first written above. FUNDING LENDER: CITIBANK, N.A. By: Authorized Signatory 2016-03-08 Agenda Packet Page 669 [Signature Page to Funding Loan Agreement –Volta Apartment Homes] S-2 GOVERNMENTAL LENDER: CHULA VISTA HOUSING AUTHORITY By: Mary Casillas Salas Executive Director ATTEST: By: Donna Norris Secretary 2016-03-08 Agenda Packet Page 670 [Signature Page to Funding Loan Agreement –Volta Apartment Homes] S-3 FISCAL AGENT: U.S. Bank National Association, as Fiscal Agent By: Authorized Officer 2016-03-08 Agenda Packet Page 671 A-1 EXHIBITA FORM OF GOVERNMENTAL LENDER NOTE THIS NOTE MAY BE OWNED ONLY BY A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE TERMS OF THE FUNDING LOAN AGREEMENT, AND THE HOLDER HEREOF, BY THE ACCEPTANCE OF THIS NOTE (A)REPRESENTS THAT IT ISA PERMITTED TRANSFEREE AND (B)ACKNOWLEDGES THAT IT CAN ONLY TRANSFER THIS GOVERNMENTAL LENDER NOTE TO ANOTHER PERMITTED TRANSFEREE IN ACCORDANCE WITH THE TERMS OF THE FUNDING LOAN AGREEMENT. CHULA VISTA HOUSING AUTHORITY MULTIFAMILY HOUSING REVENUE NOTE (VOLTAAPARTMENT HOMES) SERIES 2016B-1 $__________March__, 2016 FOR VALUE RECEIVED, the undersigned CHULA VISTA HOUSING AUTHORITY (“Obligor”) promises to pay to the order of CITIBANK, N.A. (“Holder”) the maximum principal sum of __________AND 00/100 DOLLARS ($__________), on [September1, 2048], or earlier as provided herein, together with interest thereon at the rates, at the times and in the amounts provided below. Obligor shall pay to the Holder on or before each date on which payment is due under that certain Funding Loan Agreement, dated as of March1, 2016(the “Funding Loan Agreement”), among Obligor, Holder and U.S. Bank National Association, as fiscal agent (“Fiscal Agent”), an amount in immediately available funds sufficient to pay the principal amount of and Prepayment Premium, if any, on the Funding Loan then due and payable, whether by maturity, acceleration, prepayment or otherwise. In the event that amounts held derived from proceeds of the Borrower Loan, condemnation awards or insurance proceeds or investment earnings thereon are applied to the payment of principal due on the Funding Loan in accordance with the Funding Loan Agreement, the principal amount due hereunder shall be reduced to the extent of the principal amount of the Funding Loan so paid. Capitalized terms not otherwise defined herein shall have the meaning assigned in the Funding Loan Agreement. Obligor shall pay to the Holder on or before each date on which interest on the Funding Loan is payable interest on the unpaid balance hereof in an amount in immediately available funds sufficient to pay the interest on the Funding Loan then due and payable in the amounts and at the rate or rates set forth in the Funding Loan Agreement. The Funding Loan and this Governmental Lender Note are pass-through obligations relating to a construction and permanent loan (the “Borrower Loan”) made by Obligor from proceeds of the Funding Loan to G Street SeniorsCIC, LP, a California limited partnership, as borrower (the “Borrower”), under that certain Borrower Loan Agreement, dated as of March1, 2016, (as the same may be modified, amended or supplemented from time to time, the “Borrower Loan Agreement”), between the Obligor and the Borrower, evidenced by the Borrower Note (as defined in the Borrower Loan Agreement). Reference is made to the Borrower Loan Agreement and to the Borrower Note for 2016-03-08 Agenda Packet Page 672 A-2 complete payment and prepayment terms of the Borrower Note, payments on which are passed- through under the Governmental Lender Note. This Governmental Lender Note is a limited obligation of the Obligor, payable solely from the Pledged Revenues and other funds and moneys and Security pledged and assigned under the Funding Loan Agreement. None of the Governmental Lender, the State, or any political subdivision thereof (except the Governmental Lender, to the limited extentset 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 Funding Loan or for the performance of any pledge, obligation or agreement of any kind whatsoever with respect thereto except as set forth herein and in the Funding Loan Agreement, and none of the Funding Loan or the Governmental Lender Note or any of the Governmental Lender’s agreements or obligations with respect to the Funding Loan or this Governmental Lender Noteshall 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 Governmental Lender has no taxing power. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Funding Loan Agreement or in the Borrower Loan Agreement. This Governmental Lender Note is subject to the express condition that at no time shall interest be payable on this Governmental Lender Note or the Funding Loan at a rate in excess of the Maximum Rate provided in the Funding Loan Agreement; and Obligor shall not be obligated or required to pay, nor shall the Holder be permitted to charge or collect, interest at a rate in excess of such Maximum Rate. If by the terms of this Governmental Lender Note or of the Funding Loan Agreement, Obligor is required to pay interest at a rate in excess of such Maximum Rate, the rate of interest hereunder or thereunder shall be deemed to be reduced immediately and automatically to such Maximum Rate, and any such excess payment previously made shall be immediately and automatically applied to the unpaid balance of the principal sum hereof and not to the payment of interest. Amounts payable hereunder representing late payments, penalty payments or the like shall be payable to the extent allowed by law. This Governmental Lender Note is subject to all of the terms, conditions, and provisions of the Funding Loan Agreement, including those respecting prepayment and the acceleration of maturity. If there is an Event of Default under the Funding Loan Documents, then in any such event and subject to the requirements set forth in the Funding Loan Agreement, the Holder may declare the entire unpaid principal balance of this Governmental Lender Note and accrued interest, if any, due and payable at once. All of the covenants, conditions and agreements contained in the Funding Loan Documents are hereby made part of this Governmental Lender Note. No delay or omission on the part of the Holder in exercising any remedy, right or option under this Governmental Lender Note or the Funding Loan Documents shall operate as a waiver of such remedy, right or option. Inany event a waiver on any one occasion shall not be construed as a waiver or bar to any such remedy, right or option on a future occasion. The rights, remedies and options of the Holder under this Governmental Lender Note and the Funding Loan Documents are 2016-03-08 Agenda Packet Page 673 A-3 and shall be cumulative and are in addition to all of the rights, remedies and options of the Holder at law or in equity or under any other agreement. Obligor shall pay all costs of collection on demand by the Holder, including without limitation, reasonable attorneys’ fees and disbursements, which costs may be added to the indebtedness hereunder, together with interest thereon, to the extent allowed by law, as set forth in the Funding Loan Agreement. This Governmental Lender Note may not be changed orally. Presentment for payment, notice of dishonor, protest and notice of protest are hereby waived. The acceptance by the Holder of any amount after the same is due shall not constitute a waiver of the right to require prompt payment, when due, of all other amounts due hereunder. The acceptance by the Holder of any sum in an amount less than the amount then due shall be deemed an acceptance on account only and upon condition that such acceptance shall not constitute a waiver of the obligation of Obligor topay the entire sum then due, and Obligor’s failure to pay such amount then due shall be and continue to be a default notwithstanding such acceptance of such amount on account, as aforesaid. Consent by the Holder to any action of Obligor which is subject to consent or approval of the Holder hereunder shall not be deemed a waiver of the right to require such consent or approval to future or successive actions. This Governmental Lender Note (and the Funding Loan that it represents), and any interests herein or therein, are transferable by the registered owner hereof, but only in the manner, subject to the limitations and upon payment of the charges provided in the Funding Loan Agreement. Upon such transfer a new fully registered Governmental Lender Note willbe issued to the transferee in exchange herefor. The Obligor, the Funding Lender and the Fiscal Agent may treat the registered owner hereof as the absolute owner hereof for all purposes, and the Obligor and the Funding Lender shall not be affected by anynotice to the contrary. The Obligor hereby certifies that all of the conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Governmental Lender Note do exist, have happened and have been performed in due time, form and manner as required by the Constitution and laws of the State (including the Act) and that the amount of this Governmental Lender Note, together with all other indebtedness of the Obligor, does not exceed any limit prescribed by the Constitution or laws of the State. 2016-03-08 Agenda Packet Page 674 A-4 IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Governmental Lender Note by its authorized representative as of the date first set forth above. The undersigned intends that this instrument shall be deemed to be signed and delivered as a sealed instrument. OBLIGOR: CHULA VISTA HOUSING AUTHORITY By: Mary Casillas Salas Executive Director ATTEST: By: Donna Norris Secretary 2016-03-08 Agenda Packet Page 675 B-1 EXHIBITB FORM OF REQUIRED TRANSFEREE REPRESENTATIONS [_________________, 20__] The undersigned, as holder (the “Holder”) of a loan (the “Funding Loan”) in the maximum principal amount of $__________from CITIBANK, N.A. (“Funding Lender”) to the CHULA VISTA HOUSING AUTHORITY (“Governmental Lender”) pursuant to a Funding Loan Agreement dated as of March1, 2016(the “Funding Loan Agreement”) among the Funding Lender, the Governmental Lender and U.S. Bank National Association, as fiscal agent (the “Funding Loan”), evidenced by the Chula Vista Housing AuthorityMultifamily Housing Revenue Notes(Volta Apartment Homes), Series2016B-1and Taxable Series 2016B-2 (the “Governmental Lender Note”), or an interest therein, hereby represents that: 1.The Holder 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 Funding Loanand the Governmental Lender Notes. We are able to bear the economic risks of such investment. 2.The Holder 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 Holder has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Governmental Lender, the Project, the use of proceeds of the Funding Loan and the Governmental Lender Notes and the security therefor so that, as a reasonable investor, the Holder has been able to make its decision to [extend/purchase] the Funding Loan [or an interest therein]. The Holder acknowledges that it has not relied upon the Governmental Lender for any information in connection with the Holder’s purchase of the Funding Loan and the Governmental Lender Notes [or an interest therein]. 3.The Holder is an Approved Transferee. 4.The Holder acknowledges that it is purchasing [an interest in] the Funding Loanfor 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 Funding Loan; provided, however, that the Holder may sell or transfer the Governmental Lender Note and the Funding Loan subject to the restrictions set forth in Section2.4 of the Funding Loan Agreement, including but not limited to delivery to the Governmental Lender and the Fiscal Agent of an investor letter from the transferee in substantially the same substance as this Investor Letter with no revisions except as may be approved in writing by the Governmental Lender. The Holder shall not sell or transfer the Funding Loan 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 Governmental Lender.. 5.In the event any placement memorandum to be provided to any subsequent buyer or beneficial owner of such portion of the Funding Loan will disclose information with respect to the Governmental Lender other than its name, location and type of political subdivision and general 2016-03-08 Agenda Packet Page 676 B-2 information with respect to the Funding Loan and Borrower Loan and related documents, the Holder will provide the Governmental Lender with a draft of such placement memorandum and the Governmental Lender shall have the right to approve any description of the Governmental Lender therein (which approval shallnot be unreasonably withheld). 6.The Holder understands that the Funding Loan is a limited obligation of the Governmental Lender; payable solely from funds and moneys pledged and assigned under the Funding Loan Agreement, and that the liabilities and obligations of the Governmental Lender with respect to the Funding Loan are expressly limited as set forth in the Funding Loan Agreement and related documents. 7.The Holder hereby waives the requirement of any “due diligence investigation or inquiry” by the Governmental Lender, by each employee of the Governmental Lender, by each member of the governing board of the Governmental Lender, and by counsel to the Governmental Lender, the Fiscal Agent, counsel to the Fiscal Agent and Tax Counsel in connection with the authorization, execution and delivery of the Funding Loan, other than, in the case of counsel, such professional due diligence normally and customarily required for such counsel to deliver any opinion delivered by it in connection with the authorization, execution and delivery of the Funding Loan. The Holder recognizes and agrees that the Governmental Lender, each employee of the Governmental Lender, each member of the governing board of the Governmental Lender, counsel to the Governmental Lender, the Fiscal Agent, counsel to the Fiscal Agent and Tax 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 Holder in connection with the Holder acquiring the Funding Loan or any interest therein. In making an investment decision, the Holder is relying upon its own examination of the Governmental Lender, the Borrower, the Project and the terms of the Funding Loan. 8.Capitalized terms used herein and not otherwise defined have the meanings given such terms in the Funding Loan Agreement. [_______________], as Holder By Name Its 2016-03-08 Agenda Packet Page 677 C-1 EXHIBITC FORM OF WRITTEN REQUISITION OF THE BORROWER –PROJECT FUND Draw #______ To:U.S. Bank National Association, as Fiscal Agent (the “Fiscal Agent”) under that certain Funding Loan Agreement, dated as of March1, 2016, among Citibank, N.A., as Funding Lender, the Chula Vista Housing Authority, as Governmental Lender, and the Fiscal Agent (the “Funding Loan Agreement”), pursuant to which the Chula Vista Housing Authority Multifamily Housing Revenue Note (VoltaApartment Homes), Series 2016B-1(the “Governmental Lender Note”) was issued. 1.You are requested to disburse funds from the Project Fund pursuant to Section7.7 of the Funding Loan Agreement 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 ScheduleI 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 therequisition has been incurred in or about the rehabilitation or equipping of the Project, each item is a proper charge against 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 Section147(g) of the Code, unless such item is being paid solely from the Equity Account of the Project Fund; (v)not less than 97% of the sum of: (A)the amounts requisitioned by this Requisition to be funded with the proceeds of the Tax-Exempt Governmental Lender Note plus (B)all amounts allocated to the Tax-Exempt Governmental Lender Note previously disbursed from the Note Proceeds Account of theProject Fund, have been or will be applied by the Borrower to pay Qualified Project Costs; (vi)to the undersigned’s current, actual knowledge, 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 the Funding Loan Agreement; and 2016-03-08 Agenda Packet Page 678 C-2 (vii)attached as ScheduleI to this Requisition is an exhibit that allocates the amount requested hereby from each account of the Project Fund among the sources for payment. Dated:______________________ G STREET SENIORSCIC, LP, a California limited partnership By:Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its Managing General partner By: Robert W. Laing, Executive Director/President By:CIC G Street Seniors, LLC, a California limited liability company, its Administrative General Partner By:Chelsea Investment Corporation, a California corporation, its Manager By: Cheri Hoffman, President Consented to: CITIBANK, N.A., as Funding Lender By: Authorized Signatory 2016-03-08 Agenda Packet Page 679 C-3 Schedule I Payment Instructions 2016-03-08 Agenda Packet Page 680 D-1 EXHIBITD FORM OF WRITTEN REQUISITION OF THE BORROWER –CLOSING COSTS FUND To:U.S. Bank National Association, asFiscal Agent (the “Fiscal Agent”) under that certain Funding Loan Agreement, dated as of March1, 2016, among Citibank, N.A., as Funding Lender, Chula Vista Housing Authority, as Governmental Lender, and the Fiscal Agent (the “Funding Loan Agreement”). 1.You are requested to disburse funds from the Closing Costs Fund pursuant to Section7.6 of the Funding Loan Agreement 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. All payments will be made by check or wire transfer in accordance with the payment instructions set forth on Schedule I (or on the attached invoice) and the Fiscal Agent shall have no obligation to authenticate such payment instructions or the authority under which they were given. 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 the Funding Loan Agreement. Dated: BORROWER: G STREET SENIORSCIC, LP, a California limited partnership By:Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its Managing General partner By: Robert W. Laing, Executive Director/President By:CIC G Street Seniors, LLC, a California limited liability company, its Administrative General Partner By:Chelsea Investment Corporation, a California corporation, its Manager By: Cheri Hoffman, President 2016-03-08 Agenda Packet Page 681 D-2 The foregoing Requisition is hereby consented to: FUNDING LENDER: CITIBANK, N.A. By: Authorized Signatory GOVERNMENTAL LENDER: CHULA VISTA HOUSING AUTHORITY By: Mary Casillas Salas Executive Director ATTEST: By: Donna Norris Secretary 2016-03-08 Agenda Packet Page 682 D-3 Schedule I Payment Instructions Payee Purpose Amount of Payment U.S. Bank National AssociationFiscal Agent initial fees $[__________] California Debt and Investment Advisory Commission CDIAC fee$[__________] 2016-03-08 Agenda Packet Page 683 Stradling Yocca Carlson & Rauth Draft dated March 1, 2016 FUNDING LOAN AGREEMENT among CITIBANK, N.A., as Funding Lender and CHULA VISTA HOUSING AUTHORITY, as Governmental Lender and U.S. BANK NATIONAL ASSOCIATION, as Fiscal Agent dated as of March1, 2016 relating to: $______________ CHULA VISTA HOUSING AUTHORITY MULTIFAMILY HOUSING REVENUE NOTE (DUETTA APARTMENT HOMES) SERIES 2016A-1 and $______________ CHULA VISTA HOUSING AUTHORITY MULTIFAMILY HOUSING REVENUE NOTE (DUETTA APARTMENT HOMES) TAXABLE SERIES 2016A-2 2016-03-08 Agenda Packet Page 684 TABLE OF CONTENTS Page i ARTICLE IDEFINITIONS; PRINCIPLES OF CONSTRUCTION...........................................2 Section 1.1.Definitions.................................................................................................................2 Section 1.2.Effect of Headings and Table of Contents..............................................................13 Section 1.3.Date of Funding Loan Agreement..........................................................................13 Section 1.4.Designation of Time for Performance....................................................................13 Section 1.5.Interpretation...........................................................................................................13 ARTICLE IITERMS; GOVERNMENTAL LENDER NOTE....................................................13 Section 2.1.Terms......................................................................................................................13 Section 2.2.Form of Governmental Lender Notes.....................................................................15 Section 2.3.Execution and Delivery of Governmental Lender Notes........................................15 Section 2.4.Required Transferee Representations; Participations; Sale and Assignment.........16 ARTICLE IIIPREPAYMENT......................................................................................................16 Section 3.1.Prepayment of the Governmental Lender Notes from Prepayment under the Borrower Note........................................................................................................16 Section 3.2.Notice of Prepayment.............................................................................................17 ARTICLE IVSECURITY.............................................................................................................17 Section 4.1.Security for the Funding Loan................................................................................17 Section 4.2.Delivery of Security................................................................................................18 ARTICLE VLIMITED LIABILITY............................................................................................19 Section 5.1.Source of Payment of Funding Loan and Other Obligations..................................19 Section 5.2.Exempt from Individual Liability...........................................................................19 ARTICLE VICLOSING CONDITIONS; APPLICATION OF FUNDS......................................20 Section 6.1.Conditions Precedent to Closing.............................................................................20 ARTICLE VIIFUNDS AND ACCOUNTS...................................................................................20 Section 7.1.Authorization to Create Funds and Accounts.........................................................20 Section 7.2.Investment of Funds................................................................................................21 Section 7.3.Establishment of Funds...........................................................................................21 Section 7.4.Funding Loan Payment Fund..................................................................................22 Section 7.5.Expense Fund..........................................................................................................22 Section 7.6.Closing Costs Fund.................................................................................................23 Section 7.7.Project Fund............................................................................................................23 Section 7.8.Rebate Fund............................................................................................................25 ARTICLE VIIIREPRESENTATIONS AND COVENANTS.........................................................27 Section 8.1.General Representations.........................................................................................27 Section 8.2.No Encumbrance on Security.................................................................................28 Section 8.3.Repayment of Funding Loan...................................................................................28 Section 8.4.Servicer...................................................................................................................28 2016-03-08 Agenda Packet Page 685 TABLE OF CONTENTS (Continued) Page ii Section 8.5.Borrower Loan Agreement Performance................................................................28 Section 8.6.Maintenance of Records; Inspection of Records....................................................29 Section 8.7.Tax Covenants........................................................................................................29 Section 8.8.Performance by the Borrower.................................................................................30 ARTICLE IXDEFAULT; REMEDIES.........................................................................................30 Section 9.1.Events of Default....................................................................................................30 Section 9.2.Acceleration of Maturity; Rescission and Annulment............................................31 Section 9.3.Additional Remedies; Funding Lender Enforcement.............................................32 Section 9.4.Application of Money Collected.............................................................................33 Section 9.5.Remedies Vested in Funding Lender......................................................................34 Section 9.6.Restoration of Positions..........................................................................................34 Section 9.7.Rights and Remedies Cumulative...........................................................................34 Section 9.8.Delay or Omission Not Waiver...............................................................................34 Section 9.9.Waiver of Past Defaults..........................................................................................34 Section 9.10.Remedies Under Borrower Loan Agreement or Borrower Notes...........................34 Section 9.11.Waiver of Appraisement and Other Laws...............................................................35 Section 9.12.Suits to Protect the Security....................................................................................35 Section 9.13.Remedies Subject to Applicable Law.....................................................................35 Section 9.14.Assumption of Obligations.....................................................................................35 ARTICLE XAMENDMENT; AMENDMENT OF BORROWER LOAN AGREEMENT AND OTHER DOCUMENTS......................................................36 Section 10.1.Amendment of Funding Loan Agreement..............................................................36 Section 10.2.Amendments Require Funding Lender Consent.....................................................36 Section 10.3.Consents and Opinions...........................................................................................36 ARTICLE XITHE FISCAL AGENT............................................................................................36 Section 11.1.Appointment of Fiscal Agent; Acceptance.............................................................36 Section 11.2.Certain Duties and Responsibilities of Fiscal Agent..............................................36 Section 11.3.Notice of Defaults...................................................................................................37 Section 11.4.Certain Rights of Fiscal Agent................................................................................38 Section 11.5.Not Responsible for Recitals...................................................................................39 Section 11.6.May Hold Funding Loan.........................................................................................39 Section 11.7.Moneys Held Hereunder.........................................................................................39 Section 11.8.Compensation and Reimbursement........................................................................39 Section 11.9.Fiscal Agent Required; Eligibility..........................................................................40 Section 11.10.Resignation and Removal; Appointment of Successor...........................................40 Section 11.11.Acceptance of Appointment by Successor..............................................................41 Section 11.12.Merger, Conversion, Consolidation or Succession to Business..............................41 Section 11.13.Appointment of Co-Fiscal Agent............................................................................42 Section 11.14.Loan Servicing........................................................................................................42 Section 11.15.No Recourse Against Officers or Employees of Fiscal Agent................................42 2016-03-08 Agenda Packet Page 686 TABLE OF CONTENTS (Continued) Page iii ARTICLE XIIMISCELLANEOUS...............................................................................................43 Section 12.1.Notices....................................................................................................................43 Section 12.2.Term of Funding Loan Agreement.........................................................................45 Section 12.3.Successors and Assigns...........................................................................................46 Section 12.4.Legal Holidays........................................................................................................46 Section 12.5.Governing Law.......................................................................................................46 Section 12.6.Severability.............................................................................................................46 Section 12.7.Execution in Several Counterparts..........................................................................46 Section 12.8.Nonrecourse Obligation of the Borrower................................................................46 Section 12.9.Waiver of Trial by Jury...........................................................................................46 Section 12.10.Electronic Transactions...........................................................................................47 Section 12.11.Reference Date........................................................................................................47 EXHIBITAFORM OF GOVERNMENTAL LENDER NOTE...............................................A-1 EXHIBITBFORM OF REQUIRED TRANSFEREE REPRESENTATIONS........................B-1 EXHIBITCFORM OF WRITTEN REQUISITION OF THE BORROWER – PROJECT FUND..................................................................................................C-1 EXHIBITDFORM OF WRITTEN REQUISITION OF THE BORROWER – CLOSING COSTS FUND....................................................................................D-1 2016-03-08 Agenda Packet Page 687 FUNDING LOAN AGREEMENT This Funding Loan Agreement, dated as of March1, 2016(this “Funding Loan Agreement”), is entered into by CITIBANK, N.A., (together with any successor hereunder, the “Funding Lender”), the CHULA VISTA HOUSING AUTHORITY, a public body corporate and politic, organized and existing under the laws of the State of California (together with its successors and assigns, the “Governmental Lender”) and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as fiscal agent (together with its successors and assigns, the “Fiscal Agent”). RECITALS: WHEREAS, the Governmental Lender is a public body, corporate and politic, duly organized and validly existing under the laws of theState of California; and WHEREAS, the Governmental Lender is empowered pursuant to Chapter1 of Part 2 of Division 24 of the California Health and Safety Code(the “Act”) to: (a)make loans to any person to provide financing for residential rental developments located within the jurisdiction of the Governmental Lender and intended to be occupied in part by persons of low and moderate income; (b)incur indebtedness for the purpose of obtaining moneys to make such loans and provide such financing, to establish any required reserve funds and to pay administrative costs and other costs incurred in connection with the incurrence of such indebtedness of the Governmental Lender; and (c)pledge all or any part of the revenues, receipts or resources of the Governmental Lender, including the revenues and receipts to be received by the Governmental Lender from or in connection with such loans, and to mortgage, pledge or grant security interests in such loans or other property of the Governmental Lender in order to secure the payment of the principal of, prepayment premium, if any, on and interest on such indebtedness of the Governmental Lender; and WHEREAS, FStreet Family CIC, LP, a California limited partnership (the “Borrower”), has requested the Governmental Lenderto enter into this Funding Loan Agreement under which the Funding Lender will (i)advance funds (the “Funding Loan”) to or for the account of the Governmental Lender, and (ii)apply the proceeds of the Funding Loan to make a loan (the “Borrower Loan”) to the Borrower to finance the acquisition and construction of a 86-unitplus one manager unitmultifamily rental housing development to be located at Otay Ranchin the City of Chula Vista, California, known as “Duetta Apartment Homes”; and WHEREAS, simultaneously with the delivery of this Funding Loan Agreement, the Governmental Lender and the Borrower will enter into a Borrower Loan Agreement of even date herewith (as it may be supplemented or amended, the “Borrower Loan Agreement”), whereby the Borrower agrees to make loan payments to the Governmental Lender in an amount that, when added to other funds available under this Funding Loan Agreement, will be sufficient to enable the Governmental Lender to repay the Funding Loan and to pay all costs and expenses related thereto when due; and WHEREAS, to evidence its payment obligations under the Borrower Loan Agreement, the Borrower will execute and deliver to the Governmental Lender its Borrower Notes(as defined herein) and the obligations of the Borrower under the Borrower Noteswill be secured by a lien on and security interest in the Project (as defined herein) pursuant to a Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (California), of even date herewith (the 2016-03-08 Agenda Packet Page 688 2 “Security Instrument”), made by the Borrower in favor of the Governmental Lender, as assigned to the Funding Lender to secure the performance by the Governmental Lender of its obligations under the Funding Loan; and WHEREAS, the Governmental Lender has executed and delivered to the Funding Lender its Multifamily Housing Revenue Note (Duetta Apartment Homes), Series 2016A-1, dated as of the Closing Date (the “Tax-ExemptGovernmental Lender Note”) and its Multifamily Housing Revenue Note (Duetta Apartment Homes), Taxable Series 2016A-2, dated as of the Closing Date (the “TaxableGovernmental Lender Note,”and, together with the Tax-Exempt Governmental Lender Note, the “Governmental Lender Notes”) evidencing its obligation to make the payments due to the Funding Lender under the Funding Loan as provided in this Funding Loan Agreement, all things necessary to make the Funding Loan Agreement the valid, binding and legal limited obligation of the Governmental Lender, have been done and performed and the execution and delivery of this Funding Loan Agreement and the execution and delivery of the Governmental Lender Notes, subject to the terms hereof, have in all respects been duly authorized. AGREEMENT: NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants and agreements herein contained, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS; PRINCIPLES OF CONSTRUCTION Section 1.1.Definitions. For all purposes of this Funding Loan Agreement, except as otherwise expressly provided or unless the context otherwise clearly requires: (a)Unless specifically defined herein, all capitalized terms shall have the meanings ascribed thereto in the Borrower Loan Agreement. (b)The terms “herein, “hereof” and “hereunder” and other words of similar import refer tothis Funding Loan Agreement 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 (i)in the neuter, masculine or feminine gender shall be deemed to have been made in all such genders, and (ii)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. (e)All references in this instrument to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections andsubdivisions of this instrument as originally executed. 2016-03-08 Agenda Packet Page 689 3 (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 Tax-ExemptGovernmental Lender Noteas “tax-exempt” or to the “tax-exempt status” of the Tax-ExemptGovernmental Lender Noteare to the exclusion of interest on the Tax-ExemptGovernmental Lender Note(other than any portion of the Tax-Exempt Governmental Lender Noteheld 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 Section103(a) of the Code. (h)The following terms have the meanings set forth below: “Additional Borrower Payments” shall have the meaning given such term in the Borrower Loan Agreement. “Affiliate” means, 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. “ApprovedTransferee” means (a)a “qualified institutional buyer” (“QIB”)as defined in Rule 144A promulgated under the Securities Act that is a financial institution or commercial bank having capital and surplus of $5,000,000,000 or more, (b)an affiliate of the Funding Lender, or (c)a trust or custodial arrangement established by the Funding Lender or one of its affiliates the beneficial interests in which will be owned only by QIBs. “Authorized Amount” means $__________, the maximum principal amount of the Funding Loan under this Funding Loan Agreement. “Authorized Governmental Lender Representative” Chairperson, Vice Chairperson, or Executive Director or Treasurer of the Governmental Lender, or any person or persons designated to act on behalf of the Governmental Lender by a certificate filed with the Borrower, Funding Lender and Servicer, if any, containing the specimen signatures of such person or persons and signed on behalf of the Governmental Lender by its Chairperson, Vice Chairperson, Executive Director or Treasurer of the Governmental Lender. “Borrower” means FStreet Family CIC, LP, a California limited partnership. “Borrower Loan” shall mean the mortgage loan made by the Governmental Lender to the Borrower pursuant to the Borrower Loan Agreement in the aggregate principal amount of the Borrower Loan Amount, as evidenced by the Borrower Note. “Borrower Loan Agreement” shall mean the Borrower Loan Agreement, of even date herewith, between the Governmental Lender and the Borrower, as supplemented, amended or replaced from time to time in accordance with its terms. “Borrower Loan Agreement Default” shall mean any event of default set forth in 8.1 of the Borrower Loan Agreement. A Borrower Loan AgreementDefault shall “exist” if a Borrower Loan Agreement Default shall have occurred and be continuing beyond any applicable cure period. 2016-03-08 Agenda Packet Page 690 4 “Borrower Loan Amount” shall mean $__________, the maximum principal amount of the Borrower Loan under the Borrower Loan Agreement. “Borrower Loan Documents” shall have the meaning given such term in the Borrower Loan Agreement. “Borrower Note Series 2016A-1” shall mean that certain Multifamily Note Series 2016A-1, dated the Closing Date, in the original maximum principal amount of $__________, made by the Borrower and payable to the Governmental Lender, as endorsed and assigned by the Governmental Lender without recourse to the Funding Lender, as executed by the Borrower on the Closing Date, and as it may thereafter be amendedor supplemented from time to time. “Borrower Note Taxable Series 2016A-2” shall mean that certain Multifamily Note Taxable Series 2016A-2, dated the Closing Date, in the original maximum principal amount of $___________, made by the Borrower and payable to the Governmental Lender, as endorsed and assigned by the Governmental Lender without recourse to the Funding Lender, as executed by the Borrower on the Closing Date, and as it may thereafter be amended or supplemented from time to time. “Borrower Notes” shall mean, collectively, the Borrower Note Series 2016A-1 and the Borrower Note Taxable Series 2016A-2; and a “Borrower Note” shall mean one of such Borrower Notes. “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 are authorized or obligated by law, regulation, governmental decree or executive order to be closed. “Closing Costs” has the meaning given to the term Costs of Funding in the Borrower Loan Agreement. “Closing Date” shall mean March__, 2016, the date that initial Funding Loan proceeds are disbursed hereunder. “Code” means the Internal Revenue Codeof 1986 as in effect on the date of execution and delivery of the Governmental Lender Noteor (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. “Conversion” has the meaning given to such term in the Borrower Loan Agreement. “Conversion Date”shall have the meaning given such term in the Construction Funding Agreement. “Construction Funding Agreement” means that certain Construction FundingAgreement of even date herewith, between the Funding Lender, as agent for the Governmental Lender, and Borrower, pursuant to which the Borrower Loan will be advanced by the Funding Lender (or the Servicer on its behalf), as agent of the Governmental Lender, to the Borrower and setting forth certain provisions relating to disbursement of the Borrower Loan during construction, insurance and 2016-03-08 Agenda Packet Page 691 5 other matters, as such agreement may be amended, modified, supplemented and replaced from time to time. “Contingency Draw-Down Agreement”means the Contingency Draw-Down Agreement of even date herewith between the Funding Lender and the Borrower relating to possible conversion of the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Notefrom a draw down loan to a fully funded loan. “Control” shall mean, with respect to any Person, either (a)ownership directly or through other entities of more than 50% of all beneficial equity interest in such Person, or (b)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. “Default” shall mean the occurrence of an event, which, under any Funding Loan Document, would, but for the giving of notice or passage of time, or both, be an event of default under the applicable Funding Loan Document or a Borrower Loan Agreement Default. “Draw-Down Notice” shall mean a notice described in Section1.01 of the Contingency Draw-Down Agreement regarding the conversion of the Funding Loan from a draw down loan to a fully funded loan. “Equity Investor” shall meanRaymond James California Housing Opportunity Fund V L.L.C., a Florida limited liability company, and its affiliates, successors and assigns. “Event of Default” shall have the meaning ascribed thereto in Section9.1 hereof. “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 section1273 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 (a)the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (b)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, (c)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 (d)any commingled investment fund in which the City 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 the investment. To the extent required by the Regulations, the term “investment” will include a hedge. “Fiscal Agent” shall mean U.S. Bank National Association, which entity is appointed pursuant to Section 11.1 to serve as Fiscal Agent under this Indenture, and any successor thereto pursuant to Section 11.10. “Fiscal Agent’s Fees” shall mean [the ongoing fee of ___% of: (a)prior to the Conversion Date, the maximum principal amount of the Governmental Lender Note; and (b)following the Conversion Date, the outstanding principal amount of the Governmental Lender Note, with an annual 2016-03-08 Agenda Packet Page 692 6 minimum fee of $1,200; in each casepayable annually in arrears on each March1 commencing March1, 2017.] “Fitch” shall mean Fitch, Inc. “Funding Lender” shall mean Citibank N.A., a national banking association, and any successor under this Funding Loan Agreement and the Borrower Loan Documents. “Funding Loan Agreement” shall mean this Funding Loan Agreement, by and among the Funding Lender, the Governmental Lender and the Fiscal Agent, 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. “Funding Loan Documents” shall mean (a)this Funding Loan Agreement, (b)the Borrower Loan Agreement, (c)the Regulatory Agreement, (d)the Tax Certificate, (e)the Borrower Loan Documents, (f)all other documents evidencing, securing, governing or otherwise pertaining to the Funding Loan, and (g)all amendments, modifications, renewals and substitutions of any of the foregoing. “Government Obligations” shall meannoncallable, 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 Lender” shall mean the Chula Vista Housing Authority. “Governmental Lender Note Series 2016A-1” shall mean that certain Chula Vista Housing Authority Multifamily Housing Revenue Note (Duetta Apartment Homes)Series 2016A-1, dated the Closing Date, in the original maximum principal amount of $__________, made by the Governmental Lender and payable to the Funding Lender, as executed by the Governmental Lender on the Closing Date and as it may thereafter be amended or supplemented from time to time. “Governmental Lender Note Taxable Series 2016A-2”shall mean that certain Chula Vista Housing Authority Multifamily Housing Revenue Note (Duetta Apartment Homes)TaxableSeries 2016A-2, dated the Closing Date, in the original maximum principal amount of $______, made by the Governmental Lender and payable to the Funding Lender, as executed by the Governmental Lender on the Closing Date and as it may thereafter be amended or supplemented from time to time. “Governmental Lender Notes” shall mean, collectively, the Governmental Lender Note Series 2016A-1 andthe Governmental Lender Note Taxable Series 2016A-2; and a “Governmental Lender Note” shall mean one of such Governmental Lender Notes. “Highest Rating Category” shall mean, with respect to a Permitted Investment, that the Permitted Investment is rated byS&P or Moody’s in the highest rating category 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 “A1+” for debt with a term of one year or less and “AAA” for a term greater than one year, with corresponding ratings by Moody’s of “MIG1” (for fixed rate) or “VMIG1” (for variable rate) for three months or less and “Aaa” for greater than three 2016-03-08 Agenda Packet Page 693 7 months. If at any time (a)both S&P and Moody’s ratea Permitted Investment and (b)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 belowthe highest rating category of that rating agency. For example, a Permitted 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 HighestRating 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. “Maturity Date” shall mean (i)with respect to the Tax-Exempt Governmental Lender Note [September 1, 2048], and (ii)with respect to the Taxable Governmental Lender Note [September1, 2048]. “Maximum Rate” shall mean the lesser of (a)12% per annum, and (b)the maximum interest rate that may be paid on the Funding Loan under State law. “Minimum Beneficial Ownership Amount” shall mean an amount no less than fifteen percent (15%) of the outstanding principal amount of the Funding Loan. “Moody’s” shall mean Moody’s Investors Service, Inc., or its successor. “Noteowner” or “owner of the Governmental Lender Note” means the owner, or as applicable, collectively the owners, of the Governmental Lender Notesas shown on the registration books maintained by the Funding Lender pursuant to Section2.4(e). “Negative Arbitrage Deposit”has the meaning set forth in the Contingency Draw-Down Agreement. “Ongoing Governmental Lender Fee” shall meanthe ongoing portion of the Governmental Lender Fee (as that term is defined in the Regulatory Agreement) that is payable after the Closing Date. “Opinion of Counsel” shall mean a written opinion from an attorney or firm of attorneys, acceptable to the Funding Lender and the Governmental Lender with experience in the matters to be covered in the opinion; provided that whenever an Opinion of Counsel is required to address the exclusion of interest on the Governmental Lender Note from gross income for purposes of federal income taxation, such opinion shall be provided by Tax Counsel. “Permitted Investments” shall mean, to the extent authorized by law for investment of any moneys held under this Funding Loan Agreement, but only to the extent that the same are acquired at Fair Market Value: (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. 2016-03-08 Agenda Packet Page 694 8 (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 savingsaccounts and bankers’ acceptances, issued by a Qualified Financial Institution if either (i)the Qualified Financial Institution’s unsecured short term obligations are rated in the Highest Rating Category or (ii)such deposits, accounts or acceptances arefully 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 Fiscal Agent 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 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 Funding Lender and the Fiscal Agent; 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 the Funding Lender is required to pay moneys from the Fund(s) established under this Funding Loan Agreement to which the agreement is applicable; (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 Funding Lender and the Fiscal Agent receive 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 and enforceable upon the guarantor or insurer in accordance withits 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 ten 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 Fiscal Agent or a third party custodian, such collateralization to be effected in a manner and in an amount reasonably satisfactory to the Funding Lender, or, if the agreement is already collateralized, increase the collateral with Permitted Investments described inparagraph (a)or (b)by depositing collateral with the Fiscal Agent or a third party custodian, in an amount 2016-03-08 Agenda Packet Page 695 9 reasonably satisfactory to the Funding Lender, (B)at the request of the Funding Lender, repay the principal of and accrued but unpaid interest onthe 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 whose unsecured long term obligations are then rated in the Highest Rating Category or Second Highest Rating Category. The agreement may provide that the downgradedprovider 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 (g) 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 Funding Lender or the Fiscal Agent or any of its affiliates) registered under the Investment Company Actof1940, 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 Funding Lender, a money market mutual fund portfolio may also contain obligations and agreements to repurchase obligations described in paragraphs (b) or (c). 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)both S&P and Moody’s rate a money market mutual fund and (ii)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 Funding Lender. 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 notapply to 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. (5)Any obligation bearing interest at an inverse floating rate. 2016-03-08 Agenda Packet Page 696 10 (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, departmentor agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing. “Pledged Revenues” shall mean the amounts pledged under this Funding Loan Agreement to the payment of the principal of, prepayment premium, if any, and intereston the Funding Loan and the Governmental Lender Notes, consisting of the following: (i)all income, revenues, proceeds and other amounts to which the Governmental Lender is entitled (other than amounts received by the Governmental Lender with respect to the Unassigned Rights) derived from or in connection with the Project and the Funding Loan Documents, including all Borrower Loan Payments due under the Borrower Loan Agreement and the Borrower Note, payments with respect to the Borrower Loan Payments and all amounts obtained through the exercise of the remedies provided in the Funding Loan Documents and all receipts credited under the provisions of this Funding Loan Agreement againstsaid amounts payable, and (ii)moneys held in the funds and accounts established under this Funding Loan Agreement, together with investment earnings thereon. “Prepayment Premium” shall mean (i)any premium payable by the Borrower pursuant to the Borrower Loan Documents in connection with a prepayment of the Borrower Note (including any Prepayment Premium as set forthin the Borrower Note) and (ii)any premium payable on the Governmental Lender Notespursuant to this Funding Loan Agreement. “Project” shall have the meaning given to that term in the Borrower Loan Agreement. “Qualified Financial Institution” shall mean any (i)bank or trust company organized under the laws of any state of theUnited States of America, (ii)national banking association, (iii)savings bank, savings and loan association, or insurance company or association chartered or organized under the laws of any state of theUnited States of America, (iv)federal branch or agency pursuant to the International Banking Actof 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 Funding Lender the liquidation of which is subject to the Securities Investors Protection Corporation or other similar corporation and (vii)other entity 2016-03-08 Agenda Packet Page 697 11 which is acceptable to the Funding Lender. With respect to an entity which provides an agreement held by the Funding Lender 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 Project Costs” shall have the meaning given to that term in the Regulatory Agreement. “Regulations” shall mean with respect to the Code, the relevant U.S. Treasury 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 between the Governmental Lender and the Borrower, as hereafter amended or modified. “Remaining Funding Loan Proceeds Account” has the meaning set forth in the Contingency Draw-Down Agreement. “Remaining Funding Loan Proceeds Account Earnings Subaccount” has the meaning set forth in the Contingency Draw-Down Agreement. “Required Transferee Representations” shall mean the representations in substantially the form attached to this Funding Loan Agreement as ExhibitB. “Resolution” shall mean the resolution of the Governmental Lender authorizing the Funding Loan and the execution and delivery of the Funding Loan Documents to which the Governmental Lender is a party. “Second Highest Rating Category”shall mean, 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 (a)both S&P and Moody’s rate a Permitted Investment and (b)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”byS&P and “A”by Moody’s is not rated in the Second Highest Rating Category. “Securities Act” shall mean the Securities Actof 1933, as amended. “Security” shall have the meaning assigned to it in Section 4.1. “Security Instrument” shall mean the Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (California) of even date herewith, made by the Borrower in favor of the Governmental Lender, as assigned to the Funding Lender to secure the performance by the Governmental Lender of its obligations under the Funding Loan. 2016-03-08 Agenda Packet Page 698 12 “Servicer” shall mean any Servicer appointed by the Funding Lender to perform certain servicing functions with respect to the Funding Loan and on the Borrower Loan pursuant to a separate servicing agreement to be entered into between the Funding Lender and the Servicer. Initially the Servicer shall be the Funding Lender pursuant to this Funding Loan Agreement. “Servicing Agreement” shall mean any servicing agreement entered into between the Funding Lender and a Servicer with respect to the servicing of the Funding Loan and/or the Borrower Loan. “S&P” shall mean Standard & Poor’s Ratings Services, a division of McGraw Hill Financial, Inc., and its successors. “State” shall mean the State of California. “Tax Certificate” shall mean the Certificate as to Arbitrage, dated the Closing Date, executed and delivered by the Governmental Lender and the Borrower, together with the Certificate Regarding Use of Proceeds, dated the Closing Date, executed and delivered by the Borrower. “Tax Counsel” shall mean (a)Stradling Yocca Carlson& Rauth, a Professional Corporation, or (b)any other attorney or firm of attorneys designated by the Governmental Lender and approved by the Funding Lender having a national reputation for skill in connection with the authorization and issuance of municipal obligations under Sections103 and 141 through 150 (or any successor provisions) of the Code. “Tax Counsel Approving Opinion” shall mean an opinion of Tax Counsel substantially to the effect that the Tax-Exempt Governmental Lender Noteconstitutes a valid and binding obligation of the Governmental Lender and that, under existing statutes, regulations published rulings and judicial decisions, the interest on the Tax-Exempt Governmental Lender Noteis excludable from gross income for federal income tax purposes (subject to the inclusion of such customary exceptions as are acceptable to the recipient thereof). “Tax Counsel No Adverse Effect Opinion” shall mean an opinion of Tax Counselto the effect that the taking of the action specified therein will not impair the exclusion of interest on the Tax-Exempt Governmental Lender Notefrom gross income for purposes of federal income taxation (subject to the inclusion of such customary exceptions as are acceptable to the recipient thereof). “Taxable Governmental Lender Note” shall mean the Governmental Lender Note Taxable Series 2016A-2. “Tax-Exempt Governmental Lender Note” shall mean the Governmental Lender Note Series 2016A-1. “UCC” shall mean the Uniform Commercial Code as in effect in the State. “Unassigned Rights” shall mean the Governmental Lender’s rights to (a)reimbursement and payment of its fees, costs and expenses and the Rebate Amount under Section2.5 of the Borrower Loan Agreement and Section4A(a) of the Regulatory Agreement, (b)access to the Project under Section5.17 of the Borrower Loan Agreement, (c)indemnification under Section5.15 of the Borrower Loan Agreement and Section7 of the Regulatory Agreement, (d)attorneys’ fees under Sections5.11, 5.14 and 10.05 of the Borrower Loan Agreement and Section 17 of the Regulatory 2016-03-08 Agenda Packet Page 699 13 Agreement, (e)receive notices, reports and other statements and its rights to consent to certain matters, including but not limited to its right to consent to amendments to this Funding Loan Agreement, the Borrower Loan Agreement and the Regulatory Agreement, and otherwise as provided in this Funding Loan Agreement and the Borrower Loan Agreement, (f)seek performance by the Borrower of its obligations under the Regulatory Agreement, and (g)seek performance of, and enforce, various tax covenants as described in Section2.2(b)(i) of the Borrower Loan Agreement, including but not limited to those in Sections5.34 and 5.35 of the Borrower Loan Agreement. “Written Certificate,” “Written Certification,” “Written Consent,” “Written 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 Governmental Lender Representative or an authorized representative of the Funding Lender and delivered to the Funding Lender, the Servicer or such other Person as required under the Funding Loan Documents. “Yield” shall mean yield as defined in Section 148(h) of the Code and any regulations promulgated thereunder. Section 1.2.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 1.3.Date of Funding Loan Agreement. The date of this Funding Loan Agreement is intended as and for a date for the convenient identification of this Funding Loan Agreement and is not intended to indicate that this Funding Loan Agreement was executed and delivered on said date. Section 1.4.Designation of Time for Performance. Except as otherwise expressly provided herein, any reference in this Funding Loan Agreement to the time of day shall mean the time of day in the city where the Funding Lender maintains its place of business for the performance of its obligations under this Funding Loan Agreement. Section 1.5.Interpretation. The parties hereto acknowledge that each of them and their respective counsel have participated in the drafting and revision of this Funding Loan Agreement. Accordingly, the parties agree that any rule of construction that disfavors the drafting party shall not apply in the interpretation of this Funding Loan Agreement or any amendment or supplement or exhibit hereto. ARTICLE II TERMS; GOVERNMENTAL LENDER NOTE Section 2.1.Terms. (a)Principal Amount. The total principal amount of the Funding Loan is hereby expressly limited to the Authorized Amount. (b)Draw-Down Funding. The Funding Loan is originated on a draw-down basis. The proceeds of the Funding Loan shall be advanced by the Funding Lender to the Fiscal 2016-03-08 Agenda Packet Page 700 14 Agent for deposit by the Fiscal Agent to the Project Fund for the account of the Governmental Lender as and whenneeded to make each advance in accordance with the disbursement provisions of the Borrower Loan Agreement and the Construction Funding Agreement. Subject to the terms and conditions of the Borrower Loan Agreement, the Funding Lender agrees to advance, onbehalf of the Governmental Lender, to the Fiscal Agent for deposit by the Fiscal Agent to the Project Fund at least $51,000 for the portion of the Funding Loan evidenced by the Tax-ExemptGovernmental Lender Note on the Closing Date. Notwithstanding anything in this Funding Loan Agreement to the contrary, no additional amounts of the Funding Loan may be drawn down and funded hereunder after March1, 2019; provided, however, that upon the delivery of a Tax Counsel No Adverse Effect Opinion to the Governmental Lender and the Funding Lender such date may be changed to a later date as specified in such Tax Counsel No Adverse Effect Opinion. The portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note shall be drawn down first, in its entirety, before the portion of the Funding Loan evidenced by the Taxable Governmental Lender Note is drawn down. The Governmental Lender consents to the terms of the Contingency Draw-Down Agreement and agrees to take all actions requested in writing by the Funding Lender or the Borrower that are reasonably required of the Governmental Lender, in connection with the conversion of the Funding Loan to a fully drawn loan pursuant to the provisions of the Contingency Draw-Down Agreement in the event a Draw-Down Notice is filed by the Funding Lender or the Borrower, all at the expense of the Borrower. (c)Origination Date; Maturity.The Funding Loan shall be originated on the Closing Date and shall mature on the Maturity Date at which time the entire principal amount, to the extent not previously paid, and all accrued and unpaid interest, shall be due and payable. (d)Principal. The outstanding principal amount of the Governmental Lender Notes and of the Funding Loan as of any given date shall be the total amount advanced to the Fiscal Agent by the Funding Lender to or for the account of the Governmental Lender to fund corresponding advances under the Borrower Loan Agreement and the Construction Funding Agreement asproceeds of the Borrower Loan, less any payments of principal ofeachGovernmental Lender Note previously received upon payment of corresponding principal amounts under the related Borrower Note, including regularly scheduled principal payments and voluntary and mandatory prepayments. The principal amount of each Governmental Lender Note and interest thereon shall be payable on the basis specified in this paragraph (d) and in paragraphs (e) and (f) of this Section 2.1. The Fiscal Agent shall keep a record of all advances and principalrepayments made under each Governmental Lender Note and shall upon written request provide the Governmental Lender with a statement of the outstanding principal balance of each Governmental Lender Note and the Funding Loan. (e)Interest. Interest shall be paid on the outstanding principal amount of each Governmental Lender Note at the rate or rates set forth in the corresponding Borrower Note and otherwise as set forth in the Borrower Loan Agreement. (f)Corresponding Payments. The payment or prepayment of principal, interest and premium, if any, due on the Funding Loan and each Governmental Lender Note shall be identical with and shall be made on the same dates, terms and conditions, as the principal, interest, premiums, late payment fees and other amounts due on the related Borrower Note. 2016-03-08 Agenda Packet Page 701 15 (g)Usury. The Governmental Lender intends to conform strictly to the usury laws applicable to this Funding Loan Agreement and the Governmental Lender Notesand all agreements made in the Governmental Lender Notes, this Funding Loan Agreement and the Funding Loan Documents are expressly limited so that in no event whatsoever shall the amount paid or agreed to be paid 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 Governmental Lender Notes, this Funding Loan Agreement or the other Funding Loan 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 Funding Lender 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 Funding Lender, 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 Governmental Lender Notes, this Funding Loan Agreement and all other Funding Loan Documents. In determining whether the amount of interest charged andpaid might otherwise exceed the limit prescribed by law, the Governmental Lender intends and agrees that (i)interest shall be computed upon the assumption that payments under the Borrower Loan Agreement and other Funding Loan 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 Funding Loan. Section 2.2.Form of Governmental Lender Notes. As evidence of its obligation to repay the Funding Loan, simultaneously with the delivery of this Funding Loan Agreement to the Funding Lender, the Governmental Lender hereby agrees to execute and deliver the Governmental Lender Notes. The Governmental Lender Note shall be substantially in the respective form set forth in ExhibitA attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Funding Loan Agreement. In connection with Conversion, the Funding Lender shall have the right to exchange the then existing Tax-Exempt Governmental Lender Noteon or after the Conversion Date for a new Tax- Exempt Governmental Lender Notewith a dated date of the Conversion Date and in a stated principal amount equalto the then outstanding principal amount of the Tax-Exempt Governmental Lender Note, which amount will equal the Permanent Period Amount (as defined in the Borrower Loan Agreement) of the Borrower Loan, but shall not otherwise change any material terms ofthe Tax-Exempt Governmental Lender Note. Section 2.3.Execution and Delivery of Governmental Lender Notes. The Governmental Lender Notesshall be executed on behalf of the Governmental Lender by the manual or facsimile signature of the Authorized Governmental Lender Representative and attested by the manual or facsimile signature of its Secretary or Deputy Secretary of Chula Vista Housing Authority. The manual or facsimile signatures of individuals who were the proper officers of the Governmental Lender at the time of execution shall bind the Governmental Lender, notwithstanding that such individuals or any of them shall have ceased to hold such offices prior to the execution and delivery 2016-03-08 Agenda Packet Page 702 16 of the Governmental Lender Notesor shall not have held such offices at the dateof the Governmental Lender Notes. Section 2.4.Required Transferee Representations; Participations; Sale and Assignment. (a)The Funding Lender shall deliver to the Governmental Lender and the Fiscal Agent the Required Transferee Representations in substantially the form attached hereto as ExhibitB on the Closing Date. (b)The Funding Lender shall have the right to sell (i)the Governmental Lender Notesand the Funding Loan or (ii)any portion of or a participation interest in the Governmental Lender Notesand the Funding Loan, to the extent permitted by clause(c) below, provided that such sale shall be only to Approved Transferees that execute and deliver to the Funding Lender, with a copy to the Governmental Lender and the Fiscal Agent, the Required Transferee Representations. (c)Notwithstanding the other provisions of this Section 2.4, no beneficial ownership interest in the Governmental Lender Notesand Funding Loan shall be sold in an amount that is less than the Minimum Beneficial Ownership Amount. (d)No service charge shall be made for any sale or assignment of any portion of the Governmental Lender Notes, but the Governmental Lender may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such sale or assignment. Such sums shall be paid in every instance by the purchaser or assignee of the Funding Loan or portion thereof. (e)The Governmental Lender Notes, or any interest therein, shall be in fully registered form transferable to subsequent holders only on the registration books which shall be maintained by the Funding Lender for such purpose and which shall be open to inspection by the Governmental Lender. The Governmental Lender Notesshall not be transferred through the services ofthe Depository Trust Company or any other third party registrar. The Fiscal Agent acknowledges that the Funding Lender is the initial registered owner of the Governmental Lender Notesand shall remain the sole registered owner of the Governmental Lender Notesexcept as provided herein. The Funding Lender shall provide written notice to the Fiscal Agent of any transfer by the Funding Lender of the Governmental Lender Notesor any interest of the Funding Lender in the Governmental Lender Notes. (f)The parties agree that no rating shall be sought from a rating agency with respect to the Funding Loan or the Governmental Lender Notes. ARTICLE III PREPAYMENT Section 3.1.Prepayment of the Governmental Lender Notesfrom Prepayment under the Borrower Note. The Governmental Lender Note is subject to voluntary and mandatory prepayment as follows: 2016-03-08 Agenda Packet Page 703 17 (a)Each Governmental Lender Note shall be subject to voluntary prepayment in full or in part by the Governmental Lender, from funds received by the Fiscal Agent from the Borrower under the Borrower Loan Agreement to the extent and in the manner and on any date that the related Borrower Note is subject to voluntary prepayment as set forth therein, at a prepayment price equal to the principal balance of the Borrower Note to be prepaid, plus interest thereon to the date of prepayment and the amount of any Prepayment Premium payable under the Borrower Note, plus any Additional Borrower Payments due and payable under the Borrower Loan Agreement through the date of prepayment. Except as specifically permitted in the Borrower Notes, the Borrower shall not have the right to voluntarily prepay all or any portion of a Borrower Note, thereby causing the related Governmental Lender Notesto be prepaid, without the prior written consent of Funding Lender, which may bewithheld in Funding Lender’s sole and absolute discretion. (b)Each Governmental Lender Note shall be subject to mandatory prepayment in whole or in part upon prepayment of the related Borrower Note at the direction of the Funding Lender in accordance with the terms of the related Borrower Note at a prepayment price equal to the outstanding principal balance of the related Borrower Note prepaid, plus accrued interest plus any other amounts payable under the related Borrower Note or the Borrower Loan Agreement. Section 3.2.Notice of Prepayment. Notice of prepayment of a Governmental Lender Note shall be deemed given to the extent that notice of prepayment of the related Borrower Note is timely and properly given to the Funding Lender in accordance with the terms of the related Borrower Note and the Borrower Loan Agreement, and no separate notice of prepayment of the Governmental Lender Notesis required to be given. ARTICLE IV SECURITY Section 4.1.Security for the Funding Loan. To secure the payment of the Funding Loan and eachGovernmental Lender Note, to declare the terms and conditions on which the Funding Loan and each Governmental Lender Note are secured, and in consideration of the premises and of the funding of the Funding Loan by the Funding Lender, the Governmental Lender by these presents does grant, bargain, sell, remise, release, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm to the Funding Lender (except as limited herein), a lien on and security interest in the following described property (excepting, however, in each case, the Unassigned Rights) (said property, rights and privileges being herein collectively called, the “Security”): (a)All right, title and interest of the Governmental Lender in, to and under the Borrower Loan Agreement and the Borrower Notes, including, without limitation, all rents, revenues and receipts derived by the Governmental Lender from the Borrower relating to the Project and including, without limitation, all Pledged Revenues, Borrower Loan Payments and Additional Borrower Payments derived by the Governmental Lender under and pursuant to, and subject to the provisions of, the Borrower Loan Agreement; provided that the pledge and assignment made under this Funding Loan Agreement shall not impair or diminish the obligations of the Governmental Lender under the provisions of the Borrower Loan Agreement; 2016-03-08 Agenda Packet Page 704 18 (b)All right, title and interest of the Governmental Lender in, to and under, together with all rights, remedies, privileges and options pertaining to, the Funding Loan Documents, and all other payments, revenues and receipts derived by the Governmental Lender under and pursuant to, and subject to the provisions of, the Funding Loan Documents; (c)Any and all moneys and investments from time to time on deposit in, or forming apart of, all funds and accounts created and held under this Funding Loan Agreement and any amounts held at any time in the Remaining Funding Loan Proceeds Account and the Remaining Funding Loan 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 Funding Loan Agreement permitting the application thereof for the purposes and on the terms and conditions set forth herein; and (d)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 Funding Loan Agreement as additional security by the Governmental Lender oranyone on its part or with its consent, or which pursuant to any of the provisions hereof or of the Borrower Loan Agreement may come into the possession or control of the Fiscal Agent, the Funding Lender or a receiver appointed pursuant to this Funding Loan Agreement; and the Funding Lender and the Fiscal Agent are hereby authorized to receive any and all such property as and for additional security for the Funding Loan andeach Governmental Lender Note and to hold and apply all such property subject to the terms hereof. The pledge and assignment of and the security interest granted in the Security pursuant to this Section 4.1 for the payment of the principal of, premium, if any, and interest on each Governmental Lender Note, in accordance with its 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 Governmental Lender Notesby the Governmental Lender. The Security so pledged and then or thereafter received by the Governmental Lender, Fiscal Agent or the Funding Lender 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 Governmental Lender irrespective of whether such parties have notice thereof. Section 4.2.Delivery of Security. To provide security for the payment of the Funding Loan and each Governmental Lender Note, the Governmental Lender has pledged and assigned to secure payment of the Funding Loan and the Governmental Lender Notesits right, title and interest in the Security to the Funding Lender. In connection with such pledge, assignment, transfer and conveyance, the Governmental Lender shall deliver to the Funding Lender the following documents or instruments promptly following their execution and, to the extent applicable, their recording or filing: (a)Each Borrower Note endorsed without recourse to the Funding Lender by the Governmental Lender; (b)The originally executed Borrower Loan Agreement and Regulatory Agreement; 2016-03-08 Agenda Packet Page 705 19 (c)The originally executed Security Instrument and all other Borrower Loan Documents existing at the time of delivery of the Borrower Notesand an assignment for security of the Security Instrument from the Governmental Lender to the Funding Lender, in recordable form; (d)Uniform Commercial Code financing statements or other chattel security documents giving notice of the Funding Lender’s status as an assignee of the Governmental Lender’s security interest in any personal property forming partof the Project, in form suitable for filing; and (e)Uniform Commercial Code financing statements giving notice of the pledge by the Governmental Lender of the Security pledged under this Funding Loan Agreement. The Governmental Lender shall deliver and deposit with the Funding Lender such additional documents, financing statements, and instruments as the Funding Lender may reasonably require from time to time for the better perfecting and assuring to the Funding Lender of its lien and security interest in andto the Security including, at the request of the Funding Lender, any amounts held under the Contingency Draw-Down Agreement, in each case at the expense of the Borrower. ARTICLE V LIMITED LIABILITY Section 5.1.Source of Payment of Funding Loan and Other Obligations. The Funding Loan and the Governmental Lender Notes are limited obligationsof the Governmental Lender, payable solely from the Pledged Revenues and other funds and moneys and Security pledged and assigned hereunder. None of the Governmental Lender (except as provided in thefirst sentence of this Section5.1), the City of Chula Vista, the State, or any political subdivision thereof (except the Governmental Lender, to the limited extent set forth herein), shall in any event be liable for the payment of the principal of, premium (if any) or interest on the Funding Loan or the Governmental Lender Notes or for the performance of any pledge, obligation or agreement of any kind whatsoever with respect thereto except as set forth herein, and none of the Funding Loan, or the Governmental Lender Note or any of the Governmental Lender’s agreements or obligations with respect to the Funding Loan, the Governmental Lender Notes, or hereunder or under any of the other Funding Loan Documents, 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 Governmental Lender has no taxing power. Section 5.2.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 member of the Board of Commissioners, officer, director, employee or agent of the Governmental Lender in his individual capacity, and none of the members of the Board of Commissioners, the officers, directors, employees or agents of the Governmental Lender executing the Governmental Lender Notesor this Funding Loan Agreement shall be liable personally on the Governmental Lender Notesor under this Funding Loan Agreement or be subject to any personal liability or accountability by reason of the issuance of the Governmental Lender Notes or the execution of this Funding Loan Agreement or any of the Funding Loan Documents. 2016-03-08 Agenda Packet Page 706 20 ARTICLE VI CLOSING CONDITIONS; APPLICATION OF FUNDS Section 6.1.Conditions Precedent to Closing. Closing of the Funding Loan on the Closing Date shall be conditioned upon satisfaction or waiver by the Funding Lender in its sole discretion of each of the conditions precedent to closing set forth in this Funding Loan Agreement, including but not limited to the following: (a)Receipt by the Funding Lender of the original Governmental Lender Notes; (b)Receipt by the Funding Lender of the original executed BorrowerNotes, endorsed without recourse to the Funding Lender by the Governmental Lender; (c)Receipt by the Funding Lender of executed counterpart copies of this Funding Loan Agreement, the Borrower Loan Agreement, the Construction Funding Agreement, the RegulatoryAgreement, the Tax Certificate and the Security Instrument; (d)Receipt by the Funding Lender of a certified copy of the Resolution; (e)Executed Required Transferee Representations from the Funding Lender; (f)Delivery into escrow of all amounts required to be paid in connection with the origination of the Borrower Loan and the Funding Loan and any underlying real estate transfers or transactions, including the Costs of Funding Deposit, in accordance with Section 2.3(c)(ii) of the Borrower Loan Agreement; (g)Receipt by the Funding Lender of a Tax Counsel Approving Opinion; (h)Receipt by the Funding Lender of an Opinion of Counsel from Tax Counsel to the effect that the Governmental Lender Notes are exempt from registration under the Securities Actof 1933, as amended, and this Funding Loan Agreement is exempt from qualification under the Trust Indenture Actof 1939, as amended; (i)Delivery of an opinion of counsel to the Borrower addressed to the Governmental Lender to the effect that the Borrower Loan Documents and the Regulatory Agreement are valid and binding obligations of the Borrower that are enforceable against the Borrower in accordance with their terms, subject to such exceptions and qualifications as are acceptable to the Governmental Lender; and (j)Receipt by the FundingLender of any other documents or opinions that the Funding Lender or Tax Counsel may require. ARTICLE VII FUNDS AND ACCOUNTS Section 7.1.Authorization to Create Funds and Accounts. Except as provided in Section 7.3 hereof,no funds or accounts shall be established in connection with the Funding Loan at the time of closing and origination of the Funding Loan. The Funding Lender, the Fiscal Agent and 2016-03-08 Agenda Packet Page 707 21 the Servicer, if any, and any designee of the Funding Lender or the Servicer, are authorized to establish and create from time totime 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), if any, received by the Governmental Lender, the Fiscal Agent, the Funding Lender or the Servicer pursuant to the terms hereof or any of the other Funding Loan Documents and not immediately transferred or disbursed pursuant to the terms of the Funding Loan Documents and/or the Borrower Loan Documents. Section 7.2.Investment of Funds. Amounts held in any funds or accounts created under this Funding Loan Agreement shall be invested by the Fiscal Agent, the Funding Lender, the Servicer or the designee of the Funding Lender or Servicer, as applicable, in Permitted Investments at the written direction of the Borrower, subject in all cases to the restrictions of Section 8.7 hereof and of the Tax Certificate. The Borrower’s instruction shall be sufficient evidence that the investment constitutes a Permitted Investment. In the absence of any such instruction,monies shall be held uninvested. Permitted Investments purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account. All interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be deposited in such fund or account. For purposes of acquiring any investments hereunder, the Fiscal Agentmay commingle funds held by it hereunder, except as provided in Section 7.8(h) hereof with respect to the Rebate Fund. The Fiscal Agent shall incur no liability for losses arising from any investments made pursuant to this Section. The Fiscal Agent shall furnish the Borrower and Funding Lender periodic cash transaction statements thatinclude detail for all investment transactions effected by the Fiscal Agent or brokers selected bythe Borrower. Upon the Borrower’s or Funding Lender’s election, such statements will be delivered via the Fiscal Agent’s online service,and upon electing such service, paper statements will be provided only upon request. The Borrower waives the right to receive brokerage confirmations of security transactions effected by the Fiscal Agent as they occur,to the extent permitted by law. The Borrower further understandsthat trade confirmations for securities transactions effected by the Fiscal Agent will be available upon request and at no additional cost,and other trade confirmations may be obtained from the applicable broker. Section 7.3.Establishment of Funds. There are established with the Fiscal Agent the following funds and accounts: (a)The Funding Loan Payment Fund; (b)The Project Fund (consisting solely of a Note Proceeds Account and an Equity Account); (c)The Expense Fund; (d)The Closing Costs Fund; and (e)The Rebate Fund (to be established by the Fiscal Agent once the Fiscal Agent is required to deposit or transfer, as applicable, amounts to the Rebate Fund in accordance with Section 7.8(a)). 2016-03-08 Agenda Packet Page 708 22 All money required to be deposited with or paid to the Fiscal Agent for the account of any of the funds or accounts created by this Funding Loan Agreement shall be held by the Fiscal Agent for the benefit of the Funding Lender, and except for money held in the Expense Fund or the Rebate Fund, shall, while held by the Fiscal Agent, constitute part of the Pledged Revenues and be subject to the lien hereof. Section 7.4.Funding Loan Payment Fund. The Governmental Lender and the Borrower shall have no interest in the Funding Loan Payment Fund or the moneys therein, which shall always be maintained by the Fiscal Agent completely separate and segregated from all other moneys held hereunder and from any other moneys of the Governmental Lender and the Borrower. The Fiscal Agent shall deposit into the Funding Loan Payment Fund any amounts received from or on behalf of the Borrower as payments of principal of or premium and interest on the Borrower Loan and any other amounts received by the Fiscal Agent that are subject to the lien and pledge of this Funding Loan Agreement, including any Pledged Revenues not required to be deposited to the Expense Fund ornot otherwise specifically directed in writing to be deposited into other funds created by this Funding Loan Agreement. The Fiscal Agent shall apply all amounts on deposit in the Funding Loan Payment Fund in the following order of priority: First, to pay or provide for the payment of the interest then due on the Funding Loanto the Funding Lender or any transferee of the Funding Lender with respect to the Funding Loan; Second, to pay or provide for the payment or the prepayment (together with any Prepayment Premium payable in connection with such prepayment) of principal on the Funding Loanto the Funding Lender or any transferee of the Funding Lender with respect to the Funding Loan, provided moneys have been transferred or deposited into the Funding Loan Payment Fund for such purpose; and Third, to pay or provide for the payment of the Funding Loan on the Maturity Dateto the Funding Lender or any transferee of the Funding Lender with respect to the Funding Loan. Section 7.5.Expense Fund. The Fiscal Agent shall deposit into the Expense Fund the amounts required by the Regulatory Agreement or the Borrower Loan Agreement to be paid by the Borrower to the Governmental Lender or the Fiscal Agent on behalf of the Borrower. Amounts on deposit in the Expense Fund shall be used to pay the fees and expenses of the Governmental Lender and the Fiscal Agent, as and when the same become due. In that regard, moneys in the Expense Fund shall be withdrawn or maintained, as appropriate,by the Fiscal Agent to pay (i)the Ongoing Governmental Lender Fee to the Governmental Lender as and when due, (ii)the Fiscal Agent’s Fees to the Fiscal Agent when due, (iii)upon receipt, to the Fiscal Agent, any amounts due to the Fiscal Agent which have not been paid, other than amounts paid in accordance with clause(ii) hereof, and (iv)upon receipt, to, or at the direction of, the Governmental Lender, any amounts owing the Governmental Lender by the Borrower and then due and unpaid, other than amounts paid in accordance with clause(i) hereof. Inthe event that the amounts on deposit in the Expense Fund are not equal to the amounts payable from the Expense Fund as provided in the preceding paragraph on any date on which such amounts are due and payable, the Fiscal Agent shall give notice to the Borrower of such deficiency 2016-03-08 Agenda Packet Page 709 23 and of the amount of such deficiency and request payment within two Business Days to the Fiscal Agent of the amount of such deficiency. Written notice of any insufficiency, which would result in the Governmental Lender not receiving the Ongoing Governmental Lender Fee on the applicable due date, shall be provided by the Fiscal Agent to the Governmental Lender (with a copy to the Borrower and the Funding Lender) within 10 days of the respective due date. Upon payment by the Borrowerto the Fiscal Agent of such deficiency, the amounts for which such deficiency was requested shall be paid by the Fiscal Agent. Notwithstanding anything herein to the contrary, the Fiscal Agent, on behalf of the Governmental Lender, shall prepare and submit a written invoice to the Borrower for payment of the Ongoing Governmental Lender Fee not later than 30 days prior to the due date for payment of such the Ongoing Governmental Lender Fee, and shall remit moneys received by the Borrower to the GovernmentalLender for payment of such fee. Section 7.6.Closing Costs Fund. Amounts in the Closing Costs Fund shall be disbursed by the Fiscal Agent to pay Closing Costs on the Closing Date or as soon as practicable thereafter as follows: moneys on deposit in the Closing CostsFund shall be applied to pay Closing Costs at the written direction of the Authorized Borrower Representative, countersigned by the Funding Lender and the Governmental Lender, in the form attached hereto as ExhibitD. Any interest earnings on amounts on deposit in the Closing Costs Fund shall remain in the Fund. Any moneys remaining in the Closing Costs Fund (including investment proceeds) after the earlier of (i)the payment of all costs of issuance as certified in writing to the Fiscal Agent by the Borrower or (ii)a period of six(6) months after the Closing Date, shall be paid to or at the direction of the Borrower and the Closing Costs Fund shall be closed. Section 7.7.Project Fund. (a)The proceeds of the Funding Loan shall be depositedby the Fiscal Agentto the Note ProceedsAccount of the Project Fund. All proceeds of the Borrower Deferred Equity, as well as any additional amounts delivered from time to time to the Fiscal Agent by or on behalf of the Borrower (excluding any proceeds of the Funding Loan)shall be deposited to the Equity Account of the Project Fund. The Fiscal Agent shall disbursemoneys in the Project Fund for the acquisition, construction and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein. Not less than 97% of the moneys deposited in and credited to the Note Proceeds Account of the Project Fund, and taking into account proceeds of the Funding Loan (if any) deposited in the Closing Costs Fund, representing the proceeds of the Funding Loan, including Investment Income thereon, will be expended for Qualified Project Costs (the “97% Requirement”). No more than $__________of theamounts on deposit in the Note Proceeds Account of the Project Fund shall be applied to the payment of Closing Costs. Before any payment shall be made from the Note Proceeds Account of the Project Fund, the Regulatory Agreement shall have been executed and submitted to a title company for recordation in the official records of the County of San Diego. 2016-03-08 Agenda Packet Page 710 24 Notwithstandingany other provision of this Funding Loan Agreementor the BorrowerLoan Agreement, the Fiscal Agent shall disburse on the Closing Datefrom the Note Proceeds Account of the Project Fund, promptly following the deposit therein of the initial advance of the Funding Lender to the Fiscal Agent of the proceeds of the GovernmentalLender Notes, the amount of such initial advance by wire transfer to First American Title Company pursuant tothe following wire instructions: PAYABLE TO:First American Title Company BANK:First American Trust, FSB ADDRESS:5 First American Way, Santa Ana, CA 92707 ACCOUNT NO:3120540000 ROUTING NUMBER:122241255 PLEASE REFERENCE THE FOLLOWING: PROPERTY:Vacant Land, Chula Vista, CA FILE NUMBER:__________ Before any payment shall be made from the Note Proceeds Account of the Project Fund following the payment to be made on the Closing Datepursuant tothe preceding sentence, there shall be filed with the Fiscal Agent a Written Requisition of the Borrower substantially in the form attached hereto as ExhibitC and approved by the Funding Lender pursuant to the terms, conditions and provisions of the Construction Funding Agreement, with a copy to the Governmental Lender. (b)Upon receipt of each Written Requisitionsubmitted by the Borrower and approved in writing by the Funding Lender, the Fiscal Agent shall promptly, but in any case within two Business Days, make payment from the appropriate account within the Project Fund in accordance with such Written Requisition. The Fiscal Agent shall have no duty to determine whether any requested disbursement from the Project Fund complies with the terms, conditions and provisions of the Funding Loan Documents, constitutes payment of Qualified Project Costs or complies withthe 97% Requirement. The approval in writing of a Written Requisition by the Funding Lender shall be deemed a certification and, insofar as the Fiscal Agent and the Governmental Lender are concerned, shall constitute conclusive evidence that all of the terms, conditions and requirements of the Funding Loan Documents applicable to such disbursement have been fully satisfied or waived and the Written Requisition from the Borrower shall, insofar as the Fiscal Agent and the Governmental Lender are concerned, constitute conclusive evidence that the costs described in the Written Requisition constitute Qualified Project Costs or other permitted Project costs. These documents shall be retained by the Fiscal Agent, subject at all reasonable times to examination by the Borrower, the Governmental Lender, the Funding Lender and the agents and representatives thereof upon reasonable notice to the Fiscal Agent. The Fiscal Agent 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 Written Requisition or other statements, orders, certifications and approvals received by the Fiscal Agent. The Fiscal Agent is not required to obtain completion bonds, lien releases or otherwise supervise the acquisition, construction and equippingof the Project. 2016-03-08 Agenda Packet Page 711 25 Notwithstanding anything to the contrary contained herein, only the signature of an authorized officer of the Funding Lender 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 Borrower Loan (notice of which default has been given in writing by an authorized officer of the Funding Lender to the Fiscal Agent and the Governmental Lender, and the FiscalAgent shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default). Furthermore, the Fiscal Agent shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only by the Funding Lender (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 Funding Loan Documents. The Fiscal Agent shall immediately provide Written Notice to the Borrower, the Funding Lender and the Governmental Lender if there are not sufficient funds available to or on deposit with the Fiscal Agent to make the payments as and when required by this Section 7.7(b). Except as provided in the next sentence, all such payments shall be made by check or draft payable, or by wire transferin accordance with the payment instructions set forth in the Written Requisition. The Fiscal Agent shall conclusively rely on the payment instructions provided in any Written Requisition or invoices provided in connection therewith,and the Fiscal Agent shall have no duty to authenticate or investigate such payment instructions or the authority under which they were given. Upon the occurrence of an Event of Default of the Borrower of which the Fiscal Agent has knowledge as provided herein, which is continuing under the Funding Loan Documents, with the Written Consent of the Funding Lender, the Fiscal Agent may apply amounts ondeposit in the Project Fund to the payment of principal of and interest on the Funding Loan. (c)Immediately prior to any mandatory prepayment of the Funding Loan pursuant to hereto, any amounts then remaining in the Project Fund shall, at the written direction of the Funding Lender, be transferred to the Funding Loan Payment Fund to be applied to the prepayment of the Funding Loan pursuant hereto. (d)Amounts on deposit in the Project Fund, other than the deposit to the Note Proceeds Account on the Closing Date (which will be promptly disbursed therefrom pursuant to Section7.7(a) above) which shall be held uninvested until disbursed,shall be invested in Permitted Investments directed in writing by the Borrower. 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. Upon final disbursement of all amounts on deposit in the Project Fund, the Fiscal Agent shall close the Project Fund. Section 7.8.Rebate Fund. (a)The Fiscal Agent shall deposit or transfer to the credit of the Rebate Fund each amount delivered to the Fiscal Agent 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, the Fiscal Agent 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 tothis Section shall be made by the Fiscal Agent for the account and in the name of the Governmental Lender and shall be 2016-03-08 Agenda Packet Page 712 26 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 Fiscal Agent by the Borrower or the Rebate Analyst). (d)The Fiscal Agent shall preserve all statements, forms and explanations received from the Borrower and delivered to the Fiscal Agent and all records of transactions in the Rebate Fund until six years after the retirement of all of the Tax-Exempt Governmental Lender Notes. (e)The Fiscal Agent may conclusively rely on the instructions of the Borrower (based upon the report of the Rebate Analyst) with regard to any actions to be taken by it pursuant to this Section and shall have no liability for any consequences of any failure of the Borrower or the Rebate Analyst to perform its duties or obligations orto supply accurate or sufficient instructions. Except as specifically provided in Subsection (b) above, the Fiscal Agent 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 specific written instruction related thereto. (f)If at any time during the term of this Funding Loan Agreement the Governmental Lender, the Fiscal Agent or the Borrower desires to take any action thatwould 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 Tax Counsel No Adverse Effect Opinion and an opinion of Tax Counsel that such action shall be in compliance with the laws of the State and the terms of this Funding Loan Agreement. (g)Moneys and securities held by the Fiscal Agent in the Rebate Fund shall not be deemed funds of the Governmental Lender and are not pledged or otherwise subject to any security interest in favor of the Owners to secure the Governmental Lender Notesor any other obligations. (h)Moneys in the Rebate Fund may be separately invested and reinvested by the Fiscal Agent, at the request of and as directed in writing by the Borrower, in Permitted Investments, subject to the Code. The Fiscal Agent shall sell and reduce to cash a sufficient amount of such Permitted Investments, as directed in writing by the Borrower,whenever the cash balance in the Rebate Fund is insufficient for its purposes. (i)Notwithstanding anything to the contrary in this Funding Loan Agreement, no payment shall be made by the Fiscal Agent to the United States if the Borrower shall furnish to the Governmental Lender and the Fiscal Agent, an opinion of Tax 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 Tax-Exempt Governmental Lender Note. In such event the Borrower shall be entitled to withdraw funds from the Rebate Fund to the extent the Borrower shall provide a Tax Counsel No Adverse Effect Opinion to the Governmental Lender and the Fiscal Agent with respect to such withdrawal. (j)The Fiscal Agent shall keep and make available to the Governmental Lender and the Borrower records concerning the investments of all funds held by the Fiscal Agent pursuant to the Funding Loan Agreement 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 Tax-Exempt 2016-03-08 Agenda Packet Page 713 27 Governmental Lender Note is 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 7.8 need not be made to the extent that neither the Governmental Lender nor the Borrower will thereby fail to comply with any requirements of Section 148(f) of the Code based on a Tax Counsel No Adverse Effect Opinion, a copy of which shall be provided to the Fiscal Agentand the Governmental Lender. ARTICLE VIII REPRESENTATIONS AND COVENANTS Section 8.1.General Representations. The Governmental Lender makes the following representations as the basis for the undertakings on its part herein contained: (a)The Governmental Lender is a public body corporate and politic, organized and existing under the laws of the State, hasthe power and authority to (i)enter into the Funding Loan Documents to which it is a party andthe transactions contemplated thereby, (ii)incur the limited obligation represented by the Governmental Lender Note and the Funding Loan, and apply the proceeds of such obligation or loan tofinance the Project, and (iii)carry out its other obligations under this Funding Loan Agreement and the Governmental Lender Notes, and by proper action has duly authorized the Governmental Lender’s execution and delivery of, and its performance under, the Funding Loan Documents to which it is a party. (b)The Governmental Lender is not in default under or in violation of, and the execution and delivery of the Funding Loan 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, (i)the Act, (ii)to its knowledge, any other existing laws, rules, regulations, judgments, decrees and orders applicable to it, or (iii)to its knowledge, the provisions of any agreements and instruments to which the Governmental Lender isa party, a default under or violation of which would prevent it from entering into the Funding Loan Agreement, executing and delivering the Governmental Lender Notes, financing the Project, executing and delivering the other Funding Loan Documents to which it is a party or consummating the transactions on its part 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 Governmental Lender is making no representations as to the necessity of registering the Governmental Lender Notesor the Borrower Notespursuant to any securities laws or complying with any other requirements of securities laws). (c)No litigation, inquiry or investigation of any kind in or by any judicial or administrative court or agency is pending with respect to which the Governmental Lender has been served with process or, to the knowledge of the Governmental Lender, is threatened against the Governmental Lender with respect to (i)the organization and existence of the Governmental Lender, (ii)its authority to execute or deliver the Funding Loan Documents to which it is a party, (iii)the validity or enforceability of any such Funding Loan Documents or the transactions contemplated thereby, (iv)the title of any officer of the Governmental Lender who executed such Funding Loan Documents or (v)any authority or proceedings relating to the execution and delivery of such Funding 2016-03-08 Agenda Packet Page 714 28 Loan Documents on behalf of the Governmental Lender, 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 Borrower Loan Agreement, the Borrower Notesand this Funding Loan Agreement have not been pledged previously by the Governmental Lender to secure any of its notes or bonds other than the Funding Loan Agreement as evidenced by the Governmental Lender Notes. (e)The California Debt Limit Allocation Committee has provided an allocation of the State’s 2015 private activitybond volume cap, under section146 of the Code to the Governmental Lender for the Tax-Exempt Governmental Lender Note. The Governmental Lender hereby elects to apply the alternative option under clause (2) of the first paragraph of Section3.01 of IRS Notice 2011-63 with respect to the issue date of the Tax-Exempt Governmental Lender Note; and, in connection therewith, has directed Tax Counsel to include the information on Form 8038 filed for the Tax-Exempt Governmental Lender Notethat is required by section3.03 of said Notice. THE GOVERNMENTAL LENDER MAKES NO REPRESENTATION, COVENANT OR AGREEMENT AS TOTHE 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 FUNDING LOAN OR THE BORROWER LOAN, OR AS TO THE CORRECTNESS, COMPLETENESS OR ACCURACY THEREOF. Section 8.2.No Encumbrance on Security. The Governmental Lender will not knowingly create or knowingly permit the creation of any mortgage, pledge, lien, charge or encumbrance of any kind on the Security or any part thereof prior to or on a parity with the lien of this Funding Loan Agreement, except as expressly permitted or contemplated by the Funding Loan Documents. Section 8.3.Repayment of Funding Loan. Subject to the provisions of ArticleIII hereof, the Governmental Lender will duly and punctually repay, or cause to be repaid, the Funding Loan, as evidenced by the Governmental Lender Notes, as and when the same shall become due, all in accordance with the terms of the Governmental Lender Notesand this FundingLoan Agreement. Section 8.4.Servicer. The Funding Lender may appoint a Servicer to service and administer the Governmental Loan and/or the Borrower Loan on behalf of the Funding Lender, including without limitation the fulfillment of rights and responsibilities granted by Governmental Lender to Funding Lender pursuant to Section2.1 of the Borrower Loan Agreement. Section 8.5.Borrower Loan Agreement Performance. (a)The Funding Lender and the Servicer, if any, on behalf of the Governmental Lender, may (but shall not be required or obligated to) perform and observe any agreement or covenant of the Governmental Lender under the Borrower Loan Agreement subject to the terms and provisions contained therein, all to the end that the Governmental Lender’s rights under the Borrower Loan Agreement may be unimpaired and free from default. 2016-03-08 Agenda Packet Page 715 29 (b)The Governmental Lender will promptly notify the Borrower, the Servicer and the Funding Lender in writing of the occurrence of any Borrower Loan Agreement Default, provided that the Governmental Lender has received written notice of such event. Section 8.6.Maintenance of Records; Inspection of Records. (a)The Funding Lender shall keep and maintain adequate records pertaining to any funds and accounts established hereunder, including all deposits to and disbursements from said funds and accounts and shall keep and maintain the registration books for the Funding Loan and interests therein. The Funding Lender 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 Funding Loan, subject to the inspection of the Governmental Lender and its representatives at all reasonable times and upon reasonable prior notice. (b)The Governmental Lender will at any and all times, upon the reasonable request of the Servicer, the Borrower or the Funding Lender, afford and procure a reasonable opportunity by their respective representatives to inspect the books, records, reports and other papers of the Governmental Lender relating to the Project and the Funding Loan, if any, and to make copies thereof. Section 8.7.Tax Covenants. The Governmental Lender covenants to and for the benefit of the Funding Lender that, notwithstanding any other provisions of this Funding Loan Agreement or of any other instrument,it will: (a)Require the Borrower to execute the Regulatory Agreement as a condition of funding the Borrower Loan; (b)Not knowingly take or cause to be taken any action or actions, or knowingly fail to take any action or actions, which would cause the interest payable on the Tax-Exempt Governmental Lender Noteto be includable in gross income for federal income tax purposes; (c)Whenever and so often as requested in writing by Funding Lender, the Governmental Lender (at the sole cost and expense of the Borrower), shall do and perform all acts and things permitted by law and necessary or desirable in order to assure that interest paid by the Governmental Lender on the Tax-Exempt Governmental Lender Notewill be excluded from the gross income of the Noteowner, for federal income tax purposes, pursuant to Section103 of the Code, except in the event where any owner of the Tax-Exempt Governmental Lender Noteor a portion thereof is a “substantial user” of the facilities financed with the Funding Loan or a “related person” within the meaning of Section147(a) of the Code; (d)Not knowingly take any action nor, solely in reliance upon the covenants and representations of the Borrower in the Borrower Loan Agreement, in the Regulatory Agreement and in the Tax Certificate, knowinglypermit or suffer any action to be taken if the result of the same would be to cause the Governmental Lender Notes to be “federally guaranteed” within the meaning of Section149(b) of the Code and the Regulations; (e)Require the Borrower to agree, solely by causing the Borrower to execute and deliver the Borrower Loan Agreement, not to commit any act and not to make any use of the proceeds of the Funding Loan, or any other moneys which may be deemed to be proceeds of the 2016-03-08 Agenda Packet Page 716 30 Funding Loan pursuant to the Code, which would cause the Tax-Exempt Governmental Lender Note 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 Funding Loan; and (f)Require the Borrower, solely by causing the Borrower to execute and deliver the Borrower Loan Agreement, to take all steps necessary to compute and pay any rebatable arbitrage in accordance with Section148(f) of the Code. In furtherance of the covenants in this Section8.7, the Governmental Lender and the Borrower shall execute, deliver and comply with the provisions of the Tax Certificate, which are by this reference incorporated into this Funding Loan Agreement and made a part of this Funding Loan Agreement as if set forth in this Funding Loan Agreement in full. For purposes of this Section8.7 the Governmental Lender’s compliance shall be based solely on matters within the Governmental Lender’s knowledge and control and no acts, omissions or directions of the Borrower, the Funding Lender or any other Persons shall be attributed to the Governmental Lender. In complying with the foregoing covenants, the Governmental Lender may rely from time to time on a Tax Counsel No Adverse Effect Opinion or other appropriate opinion of Tax Counsel. Section 8.8.Performance by the Borrower. Without relieving the Governmental Lender 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 Governmental Lender, may (but is under no obligation to) perform any such agreement or covenant if no Borrower Loan Agreement Default or Potential Default under (and as such term is defined in) the Borrower Loan Agreement exists. ARTICLE IX DEFAULT; REMEDIES Section 9.1.Events of Default. Any one or more of the following shall constitute an event of default (an “Event of Default”) under this Funding Loan Agreement (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 Governmental Lender Notes when such interest becomes due and payable; (b)A default in the payment of principal of, or premium on, the Governmental Lender Noteswhen such principal or premium becomes due and payable, whether at its stated maturity, by declaration of acceleration or call for mandatory prepayment or otherwise; (c)Subject to Section8.8 hereof, default in the performance or breach of any material covenant or warranty of the Governmental Lender in this Funding Loan Agreement (other than a covenant or warranty or default in the performance or breach of which is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 30 days 2016-03-08 Agenda Packet Page 717 31 after there has been given written notice, as provided in Section12.1 hereof, to the Governmental Lender and the Borrower by the Funding Lender or the Servicer, specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” under this Funding Loan Agreement; provided that, so long as the Governmental Lender has commenced to cure such failure to observe or perform within the thirty (30) day cure period, the subject matter of the default is not capable of cure within said thirty (30) day period and the Governmental Lender is diligently pursuing such cure to the Funding Lender’s satisfaction, with the Funding Lender’s Written Direction or Written Consent, then the Governmental Lender shall have an additional period of time as reasonably necessary (not to exceed 30 days unless extended in writing by the Funding Lender) within which to cure such default; (d)A default in the payment of any Additional Borrower Payments; or (e)Any other “Default” or “Event of Default” under any of the other Funding Loan Documents (taking into account any applicable grace periods therein). Section 9.2.Acceleration of Maturity; Rescission and Annulment. (a)Subject to the provisions of Section9.9 hereof, upon the occurrence of an Event of Default under Section9.1 hereof, then and in every such case, the Funding Lender may declare the principal of the Funding Loan and the Governmental Lender Notesand the interest accrued to be immediately due and payable, by notice to the Governmental Lender, Borrower and the Equity Investor, and upon any such declaration, all principal of and Prepayment Premium, if any, and interest on the Funding Loan and the Governmental Lender Notesshall become immediately due and payable. (b)At any time after a declaration of acceleration has been made pursuant to subsection(a) of this Section, the Funding Lender may by Written Notice to the Governmental Lender rescind and annul such declaration and its consequences if: (i)there has been deposited with the Funding Lender a sum sufficient to pay (1)all overdue installments of interest on the Funding Loan, (2)the principal of and Prepayment Premium on the Funding Loan that has become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in the Funding Loan, (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 Funding Loan, and (4)all sums paid or advanced by the Funding Lender and the reasonable compensation, expenses, disbursements and advances of the Funding Lender, its agents and counsel (but only to theextent not duplicative with subclauses(1) and (3) above); and (ii)all Events of Default, other than the non-payment of the principal of the Funding Loan that has become due solely by such declaration of acceleration, have been cured or have been waived in writing as provided in Section9.9 hereof. 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 Funding Lender shall pursue no remedies against the Borrower, any of the 2016-03-08 Agenda Packet Page 718 32 Borrower’s partners or the Project if no Borrower Loan Agreement Default has occurred and is continuing. An Event of Default hereunder shall not in and of itself constitute a Borrower Loan Agreement Default. Section 9.3.Additional Remedies; Funding Lender Enforcement. (a)Upon the occurrence of an Event of Default, the Funding Lender may, subject to the provisions of this Section9.3 and Section9.9 hereof, proceed to protect and enforce its rights by mandamus or other suit, action or proceeding at law or in equity. No remedy conferred by this Funding Loan Agreement upon or remedy reserved to the Funding Lender 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 Funding Lender 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 Funding Lender may proceed forthwith to protect andenforce its rights and this Funding Loan Agreement by such suits, actions or proceedings as the Funding Lender, in its sole discretion, shall deem expedient. Funding Lender shall have upon the occurrence and continuation of any Event of Default all rights, powers, and remedies with respect to the Security as are available under the Uniform Commercial Code applicable thereto or as are available under any other applicable law at the time in effect and, without limiting the generality of the foregoing, the Funding Lender may proceed at law or in equity or otherwise, to the extent permitted by applicable law: (i)to take possession of the Security or any part thereof, with or without legal process, and to hold, service, administer and enforce any rights thereunderor thereto, and otherwise exercise all rights of ownership thereof, including (but not limited to) the sale of all or part of the Security; (ii)to become mortgagee of record for the Borrower Loan including, without limitation, completing the assignment of theSecurity Instrument by the Governmental Lender to the Funding Lender as anticipated by this Funding Loan Agreement, and recording the same in the real estate records of the jurisdiction in which the Project is located, without further act or consent of the Governmental Lender, and to service and administer the same for its own account; (iii)to service and administer the Funding Loan as agent and on behalf of the Governmental Lender or otherwise, and, if applicable, to take such actions necessary to enforce the Borrower Loan Documents and the Funding Loan Documents on its own behalf, and to take such alternative courses of action, as it may deem appropriate; or (iv)to take such steps to protect and enforce its rights whether by action, suit or proceeding in equity orat law for the specific performance of any covenant, condition or agreement in the Governmental Lender Notes, this Funding Loan Agreement or the other Funding Loan Documents, or the Borrower Loan Documents, or in and of the execution of any power herein granted, or for foreclosure hereunder, or for enforcement of any other appropriate legal or equitable remedy or otherwise as the Funding Lender may elect. (c)Whether or not an Event of Default has occurred, the Funding Lender, in its sole discretion, shall have the sole right to waive or forbear from enforcing any term, condition, covenant or agreement of the Security Instrument, the Borrower Loan Agreement, the Borrower 2016-03-08 Agenda Packet Page 719 33 Notesor any other Borrower Loan Documents or Funding Loan Documents applicable to the Borrower, or any breach thereof, other than a covenant that would adversely impact the tax-exempt status of the interest on the Tax-Exempt Governmental Lender Note, and provided that the Governmental Lender may seek specific performance by the Borrower to enforce the Unassigned Rights; provided, however, that any such forbearance by the Funding Lender in the exercise of its remedies under the Funding Loan Documents shall not be construed as a waiver by the Funding Lender of any Conditions to Conversion (as suchterm is defined in the Borrower Loan Agreement). (d)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, the Equity Investor and the Funding Lender receive Written Notice stating that a default under the Regulatory Agreement has occurred and specifying the nature of the default, the Funding Lender 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 Funding Lender in the exercise of its remedies under the Funding Loan Documents shall not be construed as a waiver by the Funding Lender of any Conditions to Conversion. (e)If the Borrower defaults in the performance of its obligations under the Borrower Loan Agreement (subject to applicable notice and cure periods) to make rebate payments, tocomply with any applicable continuing disclosure requirements, or to make payments owed pursuant to Sections 2.5, 5.14 or 5.15 of the Borrower Loan Agreement for fees, expenses or indemnification, the Funding Lender shall have the right to exercise all its rights and remedies thereunder (subject to the last paragraph of Section9.14 hereof). Section 9.4.Application of Money Collected. Any money collected by the Funding Lender pursuant to this Article and any other sums then held by the Funding Lender as part of the Security, shall be applied in the following order, at the date or dates fixed by the Funding Lender: (a)First: To the payment of any and all amounts due under the Funding Loan Documents other than with respect to principal and interest accrued on the Funding Loan, including, without limitation, any amounts due to the Governmental Lender, the Funding Lender, the Servicer and the Rebate Analyst; (b)Second: To the payment of the whole amount of the Funding Loan, as evidenced by the Governmental Lender Notes, then due and unpaid in respect of which or for the benefit of which such money has been collected, with interest (to the extent that such interest has been collected or a sum sufficient therefor has been so collected and payment thereof is legally enforceable atthe respective rate or rates prescribed therefor in the Funding Loan) on overdue principal of, and Prepayment Premium and overdue installments of interest on the Funding Loan; provided, however, that partial interests in any portion of the Funding Loan shall be paid in such order of priority as may be prescribed by Written Direction of the Funding Lender in its sole and absolute discretion; and (c)Third: The payment of the remainder, if any, to the Borrower or to whosoever may be lawfully entitled to receivethe same or as a court of competent jurisdiction may direct. 2016-03-08 Agenda Packet Page 720 34 If and to the extent this Section9.4 conflicts with the provisions of the Servicing Agreement, the provisions of the Servicing Agreement shall control. Capitalized terms used in this Section9.4 but not otherwise defined in this Funding Loan Agreement shall have the meanings given such terms in the Servicing Agreement. Section 9.5.Remedies Vested in Funding Lender. All rights of action and claims under this Funding Loan Agreement or the Governmental Lender Notes may be prosecuted and enforced by the Funding Lender without the possession of the Governmental Lender Note or the production thereof in any proceeding relating thereto. Section 9.6.Restoration of Positions. If Funding Lender shall have instituted any proceeding to enforce any right or remedy under this Funding Loan Agreement and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Funding Lender, then and in every such case the Governmental Lender and the Funding Lender shall, subject to any determination in such proceeding, be restored to their former positions hereunder, and thereafter all rights and remedies of the Governmental Lender and the Funding Lender shall continue as though no such proceeding had been instituted. Section 9.7.Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Funding Lender 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 9.8.Delay or Omission Not Waiver. No delay or omission of the Funding Lender 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 Funding Lender may be exercised from time to time, and as often as may be deemed expedient, by Funding Lender. No waiver of any default or Event of Default pursuant to Section9.9 hereof shall extend to or shall affectany subsequent default or Event of Default hereunder or shall impair any rights or remedies consequent thereon. Section 9.9.Waiver of Past Defaults. Before any judgment or decree for payment of money due has been obtained by the Funding Lender, the Funding Lender may, subject to Section9.6 hereof, by Written Notice to the Governmental Lender and the Borrower, waive any past default hereunder or under the Borrower Loan Agreement and its consequences except for default in obligations due the Governmental Lender pursuant to or under the Unassigned 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 Funding Loan Agreement and the Borrower Loan Agreement;but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. Section 9.10.Remedies Under Borrower Loan Agreement or Borrower Notes. As set forth in this Section 9.10 but subject to Section9.9 hereof, the Funding Lender shall have the right, in its own name or on behalf of the Governmental Lender, to declare any default and exercise any remedies under the Borrower Loan Agreement or the Borrower Notes, whether or not either Governmental Lender Note has been accelerated or declared due and payable by reason of an Event of Default. 2016-03-08 Agenda Packet Page 721 35 Section 9.11.Waiver of Appraisement and Other Laws. (a)To the extent permitted by law, the Governmental Lender 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 Funding Loan Agreement; and the Governmental Lender, 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 Governmental Lender, for itself and all who may claim under it, waives, to the extent that it may lawfully do so, all right to have the property in the Security marshaled upon any enforcement hereof. (b)If any law now in effect prohibiting the waiver referred to in clause(a) 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 Section9.11. Section 9.12.Suits to Protect the Security. The Funding Lender shall have power to institute and to maintain such proceedings as it may deem expedient to prevent any impairment of the Security by any acts that may be unlawful or in violation of this Funding Loan Agreement and to protect its interests in the Security and in the rents, issues, profits, revenues and other income 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 Funding Lender. Section 9.13.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 Funding Loan Agreement invalid, unenforceableor not entitled to be recorded, registered or filed under the provisions of any applicable law. Section 9.14.Assumption of Obligations. In the event that the Funding Lender or its assignee or designee shall become the legal or beneficial owner of the Project by foreclosure or deed in lieu of foreclosure, such party shall succeed to the rights and the obligations of the Borrower under the Borrower Loan Agreement, the Borrower Notes, the Regulatory Agreement and any other Funding Loan 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 Funding Loan Documents. 2016-03-08 Agenda Packet Page 722 36 ARTICLE X AMENDMENT; AMENDMENTOF BORROWER LOAN AGREEMENT AND OTHER DOCUMENTS Section 10.1.Amendment of Funding Loan Agreement. Any of the terms of this Funding Loan Agreement and the Governmental Lender Notesmay be amended or waived only by an instrument signed by the Funding Lender and the Governmental Lender, provided, however, no such amendment which materially affects the rights, duties, obligations or other interests of the Borrower or Fiscal Agent shall be made without the consent of the Borrower or Fiscal Agent, as applicable, and, provided further, that if the Borrower is in default under any Funding Loan Document, no Borrower consent shall be required unless such amendment has a material adverse effect on the rights, duties, obligations or other interests of the Borrower. All of the terms of this Funding Loan Agreement shall be binding upon the successors and assigns of and all persons claiming under or through the Governmental Lender or any such successor or assign, and shall inure to the benefit of and be enforceable by the successors and assigns of the Funding Lender. Section 10.2.Amendments Require Funding Lender Consent. The Governmental Lender shall not consent to any amendment, change or modification of the Borrower Loan Agreement or any other Borrower Loan Document or Funding Loan Document without the prior Written Consent of the Funding Lender. Section 10.3.Consents and Opinions. No amendment to this Funding Loan Agreement or any other Funding Loan Document entered into under this ArticleX or any amendment, change or modification otherwise permitted under this ArticleX shall not becomeeffective unless and until (i)the Funding Lender shall have approved the same in writing in its sole discretion and (ii)the Funding Lender shall have received, at the expense of the Borrower, a Tax Counsel No Adverse Effect Opinion and an Opinion of Counsel to the effect that any such proposed amendment is authorized and complies with the provisions of this Funding Loan Agreement and is a legal, valid and binding obligation of the parties thereto, subject to normal exceptions relating to bankruptcy, insolvencyand equitable principles limitations. ARTICLE XI THE FISCAL AGENT Section 11.1.Appointment of Fiscal Agent; Acceptance. The Governmental Lender hereby appoints Fiscal Agent as fiscal agent hereunder. The Fiscal Agent shall signify its acceptance of the duties and obligationsimposed upon it by this Funding Loan Agreement by executing this Funding Loan Agreement. Section 11.2.Certain Duties and Responsibilities of Fiscal Agent. (a)The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth in this Funding Loan Agreement, and no implied covenants or obligations shall be read into this Funding Loan Agreement against the Fiscal Agent. (b)If an event of default exists hereunder or under any Borrower Loan Document, the Fiscal Agent shall exercise such of the rights and powers vested in it by this Funding 2016-03-08 Agenda Packet Page 723 37 Loan Agreement, and exercise any rights or duties or remedies solely at the written direction of the Funding Lender. (c)No provision of this Funding Loan Agreement shall be construed to relieve the Fiscal Agentfrom 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 Fiscal Agent shall not be liable for any error of judgment made in good faith, unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts; (iii)The Fiscal Agent shall not be liable with respect to anyaction taken or omitted to be taken by it in accordance with the direction of the Funding Lender relating to the time, method and place of conducting any proceeding for any remedy available to the Fiscal Agent, or exercising any power conferred upon the Fiscal Agent under this Funding Loan Agreement; and (iv)No provision of this Funding Loan Agreement shall require the Fiscal Agent 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. (v)Subject to its rights to indemnification pursuant to Section11.4 hereof, the Fiscal Agent is directed to enter into the Borrower Loan Documents to which it is a party and other related documents, solely in its capacity as FiscalAgent. (d)Whether or not therein expressly so provided, every provision of this Funding Loan Agreement and the other Funding Loan Documents relating to the conduct or affecting the liability of or affording protection to the Fiscal Agent shall be subject to the provisions of this Section. (e)The Fiscal Agent mayconclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Fiscal Agent and conforming to the requirements of this Funding Loan Agreement; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Funding Loan Agreement. (f)The permissive rights of the Fiscal Agent to do things enumerated in this Funding Loan Agreement shall not be construed as a duty. (g)The rights of the Fiscal Agent and limitations of liability enumerated herein and in Section11.4 shallextend to actions taken or omitted in its role as assignee of the Governmental Lender under the Borrower Loan Agreement and the other Funding Loan Documents. Section 11.3.Notice of Defaults. Upon the occurrence of any default hereunder or under any Borrower Loan Document and provided that a Responsible Officer of the Fiscal Agent has actual 2016-03-08 Agenda Packet Page 724 38 knowledge or has received Written Notice of the existence of such default, promptly, and in any event within 15 days, the Fiscal Agent shall transmit to the Governmental Lender, the Borrower, the Equity Investor, the Servicer, if any, and the Funding Lender, in the manner and at the addresses for notices set forth in Section12.1 hereof, notice of such default hereunder known to the Fiscal Agent pursuant to Section11.4(g) hereof, unless such default shall have been cured or waived. Section 11.4.Certain Rights of Fiscal Agent. Exceptas otherwise provided in Section 11.1 hereof: (a)The Fiscal Agent 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, note, 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 Governmental Lender mentioned herein shall be sufficiently evidenced by a certificate or order executed by an Authorized Governmental Lender Representative; (c)Whenever in the administration of this Funding Loan Agreement or any Borrower Loan Document the Fiscal Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Fiscal Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a Written Certificate of the Governmental Lender, the Funding Lender, the Servicer or the Borrower, as appropriate; (d)The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Funding Loan Agreement or any Borrower Loan Document at the request or direction of the Funding Lender, pursuant to this Funding Loan Agreement, unless the Funding Lender shall have offered to the Fiscal Agent in writing security or indemnity reasonably satisfactory to the Fiscal Agent 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 Fiscal Agent of its obligations under ArticleVIII hereof; (e)The Fiscal Agent shall not be bound to makeany investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, debenture, coupon or other paper or document but the Fiscal Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Fiscal Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books and records of the Governmental Lender, 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 Fiscal Agent may execute any of its powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and pay reasonable compensation thereto and the Fiscal Agent 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 Fiscal Agent may act upon the advice of counsel of its choice concerning all matters hereof and the Fiscal Agent shall 2016-03-08 Agenda Packet Page 725 39 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 Fiscal Agent shall not be required to take notice or be deemed to have notice of any default hereunder or under any Borrower Loan Document except for failure by the Borrower to make payments of principal, interest, premium, if any, or Ongoing Governmental Lender Fee when due, unless a Responsible Officer of the Fiscal Agent shall be specifically notified by a Written Direction of such default by the Governmental Lender, the Servicer or the Funding Lender, and all notices or other instruments required by this Funding Loan Agreement or under any Borrower Loan Document to be delivered to the Fiscal Agent, must, in order to be effective, be delivered in writing to a Responsible Officer of the Fiscal Agent at the Office of the Fiscal Agent, and in the absence of such Written Notice so delivered the Fiscal Agent may conclusively assume there is no default as aforesaid. Section 11.5.Not Responsible for Recitals. The recitals contained herein and in the Governmental Lender Notesshall be taken as the statements of the Governmental Lender, and the Fiscal Agent assumes no responsibility for their correctness. The Fiscal Agent makes no representations as to the value or condition of the Pledged Revenues, the Security or any part thereof, or as to the title of the Governmental Lender thereto or as to the security afforded thereby or hereby, or as to the validity or sufficiency of this Funding Loan Agreement or of the Funding Loan. The Fiscal Agent 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 funding of the Funding Loan. The Fiscal Agent shall not be required to monitor the financial condition of the Borrower or the physical condition of the Project. Unless otherwise expressly provided, the Fiscal Agent 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, the Funding Lender and such other parties to whom the Fiscal Agent may provide such information pursuant to this Funding Loan Agreement. The Fiscal Agent makes no representations as to and shall have no responsibility for the sufficiency of the insurance required under any of the Borrower Loan Documents. Section 11.6.May Hold Funding Loan. The Fiscal Agent in its individual or any other capacity may become the owner or pledgee of the Funding Loan and may otherwise deal with the Governmental Lender, the Funding Lender and the Borrower with the same rights it would have if it were not Fiscal Agent. Section 11.7.Moneys Held Hereunder. Moneys held by the Fiscal Agent hereunder need not be segregated from other funds except to the extent required by law. The Fiscal Agent shall be under no liability for interest on any moneys received by it hereunder except as otherwise provided herein. Section 11.8.Compensation and Reimbursement. Under the Borrower Loan Agreement, the Borrower has agreed to, except as otherwise expressly provided herein, reimburse the Fiscal Agent as provided in this Funding Loan Agreement or the Borrower Loan Agreement, upon its 2016-03-08 Agenda Packet Page 726 40 request for all reasonable expenses, disbursements and advances incurred or made by the Fiscal Agent in accordance with any provision of this Funding Loan Agreement (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 Fiscal Agent’s negligence or willful misconduct, both as finally adjudicated by a court of law. When the Fiscal Agent 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 Governmental Lender has no obligation topay the Fiscal Agent for services rendered. (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 Fiscal Agent shall have the right to use and apply any moneys held by it as Pledged Revenues. (c)The Fiscal Agent’s rights to compensation and reimbursement shall survive its resignation or removal, the payment of the Funding Loan or the Borrower Loan or the release of this Funding Loan Agreement. Section 11.9.Fiscal Agent Required; Eligibility. Any successor Fiscal Agent shall at all times be a trust company, a state banking corporation or a national banking association with the authority to accept trusts in the State approved in writing by the Governmental Lender 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 and 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 and surplus of at least $2,000,000 as set forth in its most recent published annual report of condition, or (c)be otherwise acceptable to the Funding Lender in its sole and absolute discretion. Section 11.10.Resignation and Removal; Appointment ofSuccessor. (a)No resignation or removal of the Fiscal Agent hereunder and no appointment of a successor Fiscal Agent pursuant to this Article shall become effective until the written acceptance by the successor Fiscal Agent of such appointment. (b)The Fiscal Agent may resign at any time by giving 60 days’Written Notice thereof to the Governmental Lender, the Borrower, the Servicer, if any, and the Funding Lender. If an instrument of acceptance by a successor Fiscal Agent shall not have been delivered to the Fiscal Agent within 30 days after the giving of such notice of resignation, the resigning Fiscal Agent may petition any court of competent jurisdiction for the appointment of a successor Fiscal Agent. (c)The Fiscal Agent may be removed at any time with 30 days’notice by (i)the Governmental Lender, (ii)the Borrower (unless the Borrower is in default under any of the Borrower Loan Documents), subject to applicable notice and cure periods, with the Written Consent of the 2016-03-08 Agenda Packet Page 727 41 Funding Lender and the Governmental Lender, or (iii)the Funding Lender with the Written Consent of the Governmental Lender and Written Notice delivered to the Fiscal Agent and the Borrower. (d)If the Fiscal Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur inthe Office of the Fiscal Agent for any cause, the Governmental Lender shall promptly appoint a successor Fiscal Agent, with the consent of the Funding Lender, which consent shall not be unreasonably withheld. In case all or substantially all of the Pledged Revenues and Security 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 Fiscal Agent shall be so appointed by the Governmental Lender. If,within 60 days after such resignation, removal or incapability or the occurrence of such vacancy, the Governmental Lender has failed to so appoint a successor Fiscal Agent, then a successor Fiscal Agent shall be appointed by the Funding Lender (from any of the institutions approved by the Governmental Lender to serve as a fiscal agent or trustee) with Written Notice thereof delivered to the Governmental Lender, the Borrower, the Servicer, if any, and the retiring Fiscal Agent, and the successor Fiscal Agent so appointed shall, forthwith upon its acceptance of such appointment, become the successor Fiscal Agent and supersede the successor Fiscal Agent appointed by such receiver or Fiscal Agent. If no successor Fiscal Agent shall have been appointed by the Governmental Lender or the Funding Lender and accepted appointment in the manner hereinafter provided, the Fiscal Agent may petition any court of competent jurisdiction for the appointment of a successor Fiscal Agent. (e)The retiring Fiscal Agent shall cause Written Notice of each resignation and each removal of the Fiscal Agent and each appointment of a successor Fiscal Agent to be provided to the Funding Lender. Each notice shall include the name of the successor Fiscal Agent and the address of the office ofthe successor Fiscal Agent. Section 11.11.Acceptance of Appointment by Successor. (a)Every successor Fiscal Agent appointed hereunder shall execute, acknowledge and deliver to the Governmental Lender and to the retiring Fiscal Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Fiscal Agent shall become effective and such successor Fiscal Agent, without any further act, deed or conveyance, shall become vested with all the estates, properties, rights, powers and duties ofthe retiring Fiscal Agent; notwithstanding the foregoing, on request of the Governmental Lender or the successor Fiscal Agent, such retiring Fiscal Agent shall, upon payment of its charges, execute and deliver an instrument conveying and transferring to such successor Fiscal Agent all the estates, properties, rights, powers and trusts of the retiring Fiscal Agent, and shall duly assign, transfer and deliver to such successor Fiscal Agent all property and money held by such retiring Fiscal Agent hereunder. Upon request of any such successor Fiscal Agent, the Governmental Lender shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Fiscal Agent all such estates, properties, rightsandpowers. (b)No successor Fiscal Agent shall accept its appointment unless at the time of such acceptance such successorFiscal Agent shall be qualified and eligible under this Article, to the extent operative. Section 11.12.Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Fiscal Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Fiscal Agent shall 2016-03-08 Agenda Packet Page 728 42 be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Fiscal Agent, shall be the successor of the Fiscal Agent 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 Fiscal Agent shall cause Written Notice of such succession to be delivered to the Funding Lender within 30 days of suchsuccession. Section 11.13.Appointment of Co-Fiscal Agent. It is recognized that in case of litigation under this Funding Loan Agreement, the Borrower Loan Agreement, any other Borrower Loan Document or the Regulatory Agreement, and in particular in case of the enforcement of any of them on default, or in case the Fiscal Agent 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 Fiscal Agent or hold title to the properties, as herein provided, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Fiscal Agent appoint an additional individual or institution as a separate or co-fiscal agent. The following provisions of this Section are adopted to these ends. The Fiscal Agent is hereby authorized to appoint an additional individual or institution as a separate or co-fiscal agent hereunder, upon Written Notice to the Governmental Lender, the Funding Lender and the Borrower, and with the consent of the Governmental Lender and the Funding Lender, 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 Funding Loan Agreement, any Borrower Loan Document, the Regulatory Agreement or the Borrower Loan Agreement to be exercised by or vested in or conveyed to the Fiscal Agent with respect thereto shall be exercisable by and vest in such separate or co-fiscal agent 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-fiscal agent shall run to and be enforceable by either of them. Should any instrument in writing from the Governmental Lender be required by the separate fiscal agent or co-fiscal agent appointed by the Fiscal Agent for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, duties and obligations, any and all such instruments in writing shall, on request of the Fiscal Agent, be executed, acknowledged and delivered by the Governmental Lender. In case any separate fiscal agent or co-fiscal agent, or a successor to either, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, duties and obligations of such separate fiscal agent or co-fiscal agent, so far as permitted by law, shall vest in and be exercised by the Fiscal Agent until the appointment of a successor to such separate fiscal agent or co fiscal agent. Section 11.14.Loan Servicing. The Governmental Lender and the Fiscal Agent acknowledge that the Funding Lender shall have the right to appoint a Servicer to service and administer the Funding Loan and the Borrower Loan as set forth in a Servicing Agreement. The Governmental Lender and the Fiscal Agent shall not be responsible for monitoring the performance of any Servicer or for any acts or omissions of such Servicer. The Funding Lender may, in its sole discretion, terminate or replace the Servicer. Section 11.15.No Recourse Against Officers or Employees of Fiscal Agent. No recourse with respect to a ny claim related to any obligation, duty or agreement contained in this Funding Loan Agreement or any other Funding Loan Document shall be had against any officer or employee, as 2016-03-08 Agenda Packet Page 729 43 such, of the Fiscal Agent, it being expressly understood that the obligations, duties and agreements of the Fiscal Agent contained in this Funding Loan Agreement and the other Funding Loan Documents are solely corporate in nature. ARTICLE XII MISCELLANEOUS Section 12.1.Notices. All notices, demands, requests and other communications required or permitted to be given by any provision of this Funding Loan Agreement 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, hand delivery, or, electronic mail with an imaged or scanned attachment, such as a PDF, to the party to be notified addressed as follows: If to the Fiscal Agent U.S. Bank National Association Global Corporate Trust Services 633 West 5th Street, 24th Floor Los Angeles, California 90071 Attention: Ismael Diaz Ref: __________ Phone: (213) 615-6063 Facsimile: __________ If to the Governmental Lender:Chula Vista Housing Authority 276 Fourth Avenue Chula Vista, California 91910 Attention: Housing Manager Telephone: (619) 691-5263 With a copy to:Chula Vista Housing Authority 276 Fourth Avenue Chula Vista, California 91910 Attention: City Attorney Telephone: (619) 691-5037 If to the Borrower:F Street Family CIC, LP c/o Chelsea Investment Corporation 5993 Avenida Encinas, Suite 101 Carlsbad, California 92008 Attention: Tim Baker Telephone: (760) 456-6000 Facsimile: ___________ 2016-03-08 Agenda Packet Page 730 44 with a copy to:Cox, Castle & Nicholson 50California Street, Suite 3200 San Francisco, California94111 Attention: Ofer Elitzur Telephone: (415) 262-5165 Facsimile: (415) 262-5199 and a copy to:CIC Opportunities Fund II LLC, c/o Chelsea Investment Corporation, 5993 Avenida Encinas, Suite 101, Carlsbad, CA 92008, Attention: James J. Schmid and a copy to:Odu & Associates, P.C. 250 S. Pasadena Ave. #2082 Pasadena Ave., CA 91105, Attention: Nkechi Odu If to the Equity Investor:Raymond James California Housing Opportunities Fund V L.L.C. c/o Raymond James Tax Credit Funds, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Attention: Steven Kropf Telephone: (727) 567-4800 Facsimile: (727) 567-8455 with a copy to:Bocarsly Emden Cowan Esmail & Arndt LLP 633 West Fifth Street, 64th Floor Los Angeles, CA 90071 Attention: Kyle Arndt, Esq. Phone: (213) 239-8000 Facsimile: (213) 239-0410 If to the Funding Lender:Citibank, N.A. 390 Greenwich Street, 2nd Floor New York, New York 10013 Attention: Transaction Management Group Deal ID 23205 Facsimile: (212) 723-8209 and to:Citibank, N.A. 325 East Hillcrest Drive, Suite 160 Thousand Oaks, California 91360 Attention: Operations Manager/Asset Manager Deal ID 23205 Facsimile: (805) 557-0924 2016-03-08 Agenda Packet Page 731 45 prior to the Conversion Date, with a copy to: Citibank, N.A. One Sansome Street, 27th Floor San Francisco, California94104 Attention: Account Specialist Deal ID# 23205 Facsimile: (415)445-9965 following the Conversion Date, with a copy to: Citibank, N.A. c/o Berkadia Commercial Servicing Department 323 Norristown Road, Suite 300 Ambler, Pennsylvania 19002 Attention: Client Relations Manager Deal ID# 23205 Facsimile: (215)328-0305 and a copy of any notices of default sent to: Citibank, N.A. 388 Greenwich Street, 17th Floor New York, New York 10013 Attention: General Counsel’s Office Deal ID# 23205 Facsimile: (646) 291-5754 Any such notice, demand, request or communication shall be deemed to have been given and received for all purposes under this Funding Loan Agreement: (i)three 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 4:00p.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 thesame 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. Any facsimile signature by a Person on a document, notice, demand, request or communication required or permitted by this Funding Loan Agreement shall constitute a legal, valid and binding execution thereof by such Person. Any party to this Funding Loan Agreement may change such party’s address for the purpose of notice, demands, requests and communications required or permitted under this Funding Loan Agreement by providing written notice of such change of address to all of the parties by written notice as provided herein. Section 12.2.Term of Funding Loan Agreement. This Funding Loan Agreement shall be in full force and effect until all payment obligations of the Governmental Lender hereunder have been paid in full and the Funding Loan has been retired or the payment thereof has been provided for; except that on and after payment in full of each Governmental Lender Note, this Funding Loan Agreement shall be terminated, without further action by the parties hereto. 2016-03-08 Agenda Packet Page 732 46 Section 12.3.Successors and Assigns. All covenants and agreements in this Funding Loan Agreement by the Governmental Lender shall bind its successors and assigns, whether so expressed or not. Section 12.4.Legal Holidays. In any case in which the date of payment of any amount due hereunder or the date on which any other act is to be performed pursuant to this Funding Loan Agreement shall be a day that is not a Business Day, then payment of such amount 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 prepayment or the date fixed for such act, and no additional interest shall accrue for the period from and after such date and prior to the date of payment. Section 12.5.Governing Law. This Funding Loan Agreement shall be governed by and shall be enforceable in accordance with the laws of the State applicable to contracts made and performed in the State. Section 12.6.Severability. If any provision of this Funding Loan Agreement 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 Governmental Lender Notesor in this Funding Loan Agreement 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 Governmental Lender or the Funding Lender only to the full extent permitted by law. Section 12.7.Execution in Several Counterparts. This Funding Loan Agreement 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 12.8.Nonrecourse Obligation of the Borrower. Except as otherwise provided in the Borrower Loan Agreement, any obligations of the Borrower under this Funding Loan Agreement or other provisions of the Borrower Loan Agreement are without recourse to the Borrower or to the Borrower’s partners or members, as the case may be, and the provisions of Section11.1 of the Borrower Loan Agreement are by this reference incorporated herein. Section 12.9.Waiver of Trial by Jury. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF BORROWER, THE GOVERNMENTAL LENDER AND THE FUNDING LENDER (A)COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS FUNDING LOAN AGREEMENT OR THE RELATIONSHIP BETWEEN THE PARTIES THAT IS TRIABLE OF RIGHTBY A JURY AND (B)WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL. IF FOR ANY REASON THIS WAIVER IS DETERMINED TO BE UNENFORCEABLE, ALL DISPUTES WILL BE RESOLVED BY JUDICIAL REFERENCE PURSUANT TO THE PROCEDURES SET FORTH IN THE SECURITY INSTRUMENT. 2016-03-08 Agenda Packet Page 733 47 Section 12.10.Electronic Transactions. The transactionsdescribed in this Funding Loan Agreement may be conducted and related documents and may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authenticand valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 12.11.Reference Date. This Funding Loan Agreement is dated for reference purposes only as of the first day of March2016. [Remainder of Page Intentionally Left Blank] 2016-03-08 Agenda Packet Page 734 [Signature Page to Funding Loan Agreement –Duetta Apartment Homes] S-1 IN WITNESS WHEREOF, the Funding Lender, the Fiscal Agent and the Governmental Lender have caused this Funding Loan Agreement to be duly executed as of the date first written above. FUNDING LENDER: CITIBANK, N.A. By: Authorized Signatory 2016-03-08 Agenda Packet Page 735 [Signature Page to Funding Loan Agreement –Duetta Apartment Homes] S-2 GOVERNMENTAL LENDER: CHULA VISTA HOUSING AUTHORITY By: Mary Casillas Salas Executive Director ATTEST: By: DonnaNorris Secretary 2016-03-08 Agenda Packet Page 736 [Signature Page to Funding Loan Agreement –Duetta Apartment Homes] S-3 FISCAL AGENT: U.S. BANK NATIONAL ASSOCIATION, as Fiscal Agent By: Authorized Officer 2016-03-08 Agenda Packet Page 737 A-1 EXHIBITA FORM OF GOVERNMENTAL LENDER NOTE THIS NOTE MAY BE OWNED ONLY BY A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE TERMS OF THE FUNDING LOAN AGREEMENT, AND THE HOLDER HEREOF, BY THE ACCEPTANCE OF THIS NOTE (A)REPRESENTS THAT IT ISA PERMITTED TRANSFEREE AND (B)ACKNOWLEDGES THAT IT CAN ONLY TRANSFER THIS GOVERNMENTAL LENDER NOTE TO ANOTHER PERMITTED TRANSFEREE IN ACCORDANCE WITH THE TERMS OF THE FUNDING LOAN AGREEMENT. CHULA VISTA HOUSING AUTHORITY MULTIFAMILY HOUSING REVENUE NOTE (DUETTA APARTMENT HOMES) SERIES 2016A-1 $__________March__, 2016 FOR VALUE RECEIVED, the undersigned CHULA VISTA HOUSING AUTHORITY (“Obligor”) promises to pay to the order of CITIBANK, N.A. (“Holder”) the maximum principal sum of __________AND 00/100 DOLLARS ($__________), on [September1, 2048], or earlier as provided herein, together with interest thereon at the rates, at the times and in the amounts provided below. Obligor shall pay to the Holder on or before each date on which payment is due under that certain Funding Loan Agreement, dated as of March1, 2016(the “Funding Loan Agreement”), among Obligor, Holder and U.S. Bank National Association, as fiscal agent (“Fiscal Agent”), an amount in immediately available funds sufficient to pay the principal amount of and Prepayment Premium, if any, on the Funding Loanthen due and payable, whether by maturity, acceleration, prepayment or otherwise. In the event that amounts held derived from proceeds of the Borrower Loan, condemnation awards or insurance proceeds or investment earnings thereon are applied to the payment of principal due on the Funding Loan in accordance with the Funding Loan Agreement, the principal amount due hereunder shall be reduced to the extent of the principal amount of the Funding Loan so paid. Capitalized terms not otherwise defined herein shall have the meaning assigned in the Funding Loan Agreement. Obligor shall pay to the Holder on or before each date on which interest on the Funding Loan is payable interest on the unpaid balance hereof in an amount in immediately available funds sufficient to pay the interest on the Funding Loan then due and payable in the amounts and at the rate or rates set forth in the Funding Loan Agreement. The Funding Loan and this Governmental Lender Note are pass-through obligations relating to a construction and permanent loan (the “Borrower Loan”) made by Obligor from proceeds of the Funding Loan to FStreet Family CIC, LP, a California limited partnership, as borrower (the “Borrower”), under that certain Borrower Loan Agreement, dated as of March1, 2016, (as thesame may be modified, amended or supplemented from time to time, the “Borrower Loan Agreement”), between the Obligor and the Borrower, evidenced by the Borrower Note (as defined in the Borrower Loan Agreement). Reference is made to the Borrower Loan Agreement and to the Borrower Note for 2016-03-08 Agenda Packet Page 738 A-2 complete payment and prepayment terms of the Borrower Note, payments on which are passed- through under the Governmental Lender Note. This Governmental Lender Note is a limited obligation of the Obligor, payable solely from the Pledged Revenues and other funds and moneys and Security pledged and assigned under the Funding Loan Agreement. None of the Governmental Lender, the State, or any political subdivision thereof (except the Governmental Lender, 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 Funding Loan or for the performance of any pledge, obligation or agreement of any kind whatsoever with respect thereto except as set forth herein and in the Funding Loan Agreement, and none of the Funding Loan or the Governmental Lender Note or any of the Governmental Lender’s agreements or obligations with respect to the Funding Loan or this Governmental Lender Note 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 GovernmentalLender has no taxing power. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Funding Loan Agreement or in the Borrower Loan Agreement. This Governmental Lender Note is subject to the express condition that at no time shall interest be payable on this Governmental Lender Note or the Funding Loan at a rate in excess of the Maximum Rate provided in the Funding Loan Agreement; and Obligor shall not be obligated or required to pay, nor shall the Holder be permitted to charge or collect, interest at a rate in excess of such Maximum Rate. If by the terms of this Governmental Lender Note or of the Funding Loan Agreement, Obligor is required to pay interest at a rate in excess of such Maximum Rate, the rate of interest hereunder or thereunder shall be deemed to be reduced immediately and automatically to such Maximum Rate, and any such excess payment previously made shall be immediately and automatically applied to the unpaid balance of the principal sum hereof and not to the payment of interest. Amounts payable hereunder representing late payments, penalty payments or the like shall be payable to the extent allowed by law. This Governmental Lender Note is subject to all of the terms, conditions, and provisions of the Funding Loan Agreement, including those respecting prepayment and the acceleration of maturity. If there is an Event of Default under the Funding Loan Documents, then in any such event and subject to the requirements set forth in the Funding Loan Agreement, the Holder may declare the entire unpaid principal balance of this Governmental Lender Note and accrued interest, if any, due and payable at once. All of the covenants, conditions and agreements contained in the Funding Loan Documents are hereby made part of this Governmental Lender Note. No delay or omission on the part of the Holder in exercising any remedy, right or option under this Governmental Lender Note or the Funding Loan Documents shall operate as a waiver of such remedy, right or option. In any event a waiver on any one occasion shall not be construed as a waiver or bar to any such remedy, right or option on a future occasion. The rights, remedies and options of the Holder under this Governmental Lender Note and the Funding Loan Documents are 2016-03-08 Agenda Packet Page 739 A-3 and shall be cumulative and are in addition to all of the rights, remedies and options of the Holder at law or in equity or under any other agreement. Obligor shall pay all costs of collection on demand by the Holder, including without limitation, reasonable attorneys’ fees and disbursements, which costs may be added to the indebtedness hereunder, together with interest thereon, to the extent allowed by law, as set forth in the Funding Loan Agreement. This Governmental Lender Note may not be changed orally. Presentment for payment, notice of dishonor, protest and notice of protest are hereby waived. The acceptance by the Holder of any amount after the same is due shall not constitute a waiver of the right to require prompt payment, when due, of all other amounts due hereunder. The acceptance by the Holder of any sum in an amount less than the amount then due shall be deemed an acceptance on account only and upon condition that such acceptance shall not constitute a waiver of the obligation of Obligor to pay the entire sum then due, and Obligor’s failure to pay such amount then due shall be and continue to be a default notwithstanding such acceptance of such amount on account, as aforesaid. Consent by the Holder to any action of Obligor which is subject to consent or approval of the Holder hereunder shall not be deemed a waiver of the right to require such consent or approval to future or successive actions. This Governmental Lender Note (and the Funding Loan that it represents), and any interests herein or therein, are transferable by the registered owner hereof, but only in the manner, subject to the limitations and upon payment of the charges provided in the Funding Loan Agreement. Upon such transfer a new fully registered Governmental Lender Note will be issued to the transferee in exchange herefor. The Obligor, the Funding Lender and the Fiscal Agent may treat the registered owner hereof as the absolute owner hereof for all purposes, and the Obligor and the Funding Lender shall not be affectedby any notice to the contrary. The Obligor hereby certifies that all of the conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Governmental Lender Note do exist, have happened and have been performed in due time, form and manner as required by the Constitution and laws of the State (including the Act) and that the amount of this Governmental Lender Note, together with all other indebtedness of the Obligor, does not exceed any limit prescribed by the Constitution or laws of the State. 2016-03-08 Agenda Packet Page 740 A-4 IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Governmental Lender Note by its authorized representative as of the date first set forth above. The undersigned intends that this instrument shall be deemed to be signed and delivered as a sealed instrument. OBLIGOR: CHULA VISTA HOUSING AUTHORITY By: Mary Casillas Salas Executive Director ATTEST: By: Donna Norris Secretary 2016-03-08 Agenda Packet Page 741 B-1 EXHIBITB FORM OF REQUIRED TRANSFEREE REPRESENTATIONS [_________________, 20__] The undersigned, as holder (the “Holder”) of a loan (the “Funding Loan”) in the maximum principal amount of $__________from CITIBANK, N.A. (“Funding Lender”) to the CHULA VISTA HOUSING AUTHORITY (“Governmental Lender”) pursuant to a Funding Loan Agreement dated as of March1, 2016(the “Funding Loan Agreement”) among the Funding Lender, the Governmental Lender and U.S. BANK NATIONAL ASSOCIATION, as fiscal agent (the “Funding Loan”), evidenced bythe Chula Vista Housing AuthorityMultifamily Housing Revenue Notes (Duetta Apartment Homes), Series2016A-1and Taxable Series 2016A-2 (the “Governmental Lender Note”), or an interest therein, hereby represents that: 1.The Holder 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 Funding Loanand the Governmental Lender Notes. We are able to bear the economic risks of such investment. 2.The Holder 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 Holder has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Governmental Lender, the Project, the use of proceeds of theFunding Loan and the Governmental Lender Notes and the security therefor so that, as a reasonable investor, the Holder has been able to make its decision to [extend/purchase] the Funding Loan [or an interest therein]. The Holder acknowledges that it has not relied upon the Governmental Lender for any information in connection with the Holder’s purchase of the Funding Loan and the Governmental Lender Notes [or an interest therein]. 3.The Holder is an Approved Transferee. 4.The Holder acknowledges that itis purchasing [an interest in] the Funding Loan 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 Funding Loan; provided, however, that the Holder may sell or transfer the Governmental Lender Note and the Funding Loan subject to the restrictions set forth in Section2.4 of the Funding Loan Agreement, including but not limited to delivery to the Governmental Lender and the Fiscal Agent of an investor letter from the transferee in substantially the same substance as this Investor Letter with no revisions except as may be approved in writing by the Governmental Lender. The Holder shall not sell or transfer the Funding Loan 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 Governmental Lender. 5.In the event any placement memorandum to be provided to any subsequent buyer or beneficial owner of such portion of the Funding Loan will disclose information with respect to the Governmental Lender other than its name, location and type of political subdivision and general 2016-03-08 Agenda Packet Page 742 B-2 information with respect to the Funding Loan and Borrower Loan and related documents, the Holder will provide the Governmental Lender with a draft of such placement memorandum and the Governmental Lender shall have the right to approve any description of the Governmental Lender therein (which approval shall not be unreasonably withheld). 6.The Holder understands that the Funding Loan is a limited obligation of the Governmental Lender; payable solely from funds and moneys pledged and assigned under the Funding Loan Agreement, and that the liabilities and obligations of the Governmental Lender with respect to the Funding Loan are expressly limited as set forth in the Funding Loan Agreement and related documents. 7.The Holder hereby waives the requirement of any “due diligence investigation or inquiry” by the Governmental Lender, by each employee of the Governmental Lender, by each member of the governing board of the Governmental Lender, and by counsel to the Governmental Lender, the Fiscal Agent, counsel to the Fiscal Agent and Tax Counsel in connection with the authorization, execution and delivery of the Funding Loan, other than, in the case of counsel, such professional due diligence normally and customarily required for such counsel to deliver any opinion delivered by it in connection with the authorization, execution and delivery of the Funding Loan. The Holder recognizes and agrees that the Governmental Lender, each employee of the Governmental Lender, each member of the governing board of the Governmental Lender, counsel to the Governmental Lender, the Fiscal Agent, counsel to the Fiscal Agent and Tax 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 Holder in connection with the Holder acquiring the Funding Loan or any interest therein. In making an investment decision, the Holder is relying upon its own examination of the Governmental Lender, the Borrower, the Project and the terms of the Funding Loan. 8.Capitalized terms used herein and not otherwise defined have the meanings given such terms in the Funding Loan Agreement. [_______________], as Holder By Name Its 2016-03-08 Agenda Packet Page 743 C-1 EXHIBITC FORM OF WRITTEN REQUISITION OF THE BORROWER –PROJECT FUND Draw #______ To:U.S. Bank National Association, as Fiscal Agent (the “Fiscal Agent”) under that certain Funding Loan Agreement, dated as of March1, 2016, among Citibank, N.A., as Funding Lender, the Chula Vista Housing Authority, as Governmental Lender, and the Fiscal Agent (the “Funding Loan Agreement”), pursuant to which the Chula Vista Housing Authority Multifamily Housing Revenue Note (Duetta Apartment Homes), Series 2016A-1(the “Governmental Lender Note”) was issued. 1.You are requested to disburse funds from the Project Fund pursuant to Section7.7 of the Funding Loan Agreement 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 ScheduleI 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 rehabilitation or equipping of the Project, each item is a proper charge against the Project Fund, and the obligation has not been the basis for a prior requisition that hasbeen paid; (iv)such requisition contains no items representing any Costs of Issuance or any other amount constituting an issuance cost under Section147(g) of the Code, unless such item is being paid solely from the Equity Account of the Project Fund; (v)not less than 97% of the sum of: (A)the amounts requisitioned by this Requisition to be funded with the proceeds of the Tax-Exempt Governmental Lender Note plus (B)all amounts allocated to theTax-Exempt Governmental Lender Note previously disbursed from the Note Proceeds Account of the Project Fund, have been or will be applied by the Borrower to pay Qualified Project Costs; (vi)to the undersigned’s current, actual knowledge, as of the date hereof no event or condition has happened or is happening orexists that constitutes, or that with notice or lapse of time or both, would constitute, an Event of Default under the Funding Loan Agreement; and 2016-03-08 Agenda Packet Page 744 C-2 (vii)attached as ScheduleI to this Requisition is an exhibit that allocates the amount requested hereby from each account of the Project Fund among the sources for payment. Dated:______________________ F STREET FAMILY CIC, LP, a California limited partnership By:Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its Managing General partner By: Robert W. Laing, Executive Director/President By:CIC F Street Family, LLC, a California limited liability company, its Administrative General Partner By:Chelsea Investment Corporation, a California corporation, itsManager By: Cheri Hoffman, President Consented to: CITIBANK, N.A., as Funding Lender By: Authorized Signatory 2016-03-08 Agenda Packet Page 745 C-3 Schedule I Payment Instructions 2016-03-08 Agenda Packet Page 746 D-1 EXHIBITD FORM OF WRITTEN REQUISITION OF THE BORROWER –CLOSING COSTS FUND To:U.S. Bank National Association, as Fiscal Agent (the “Fiscal Agent”) under that certain Funding Loan Agreement, dated as of March1, 2016, among Citibank, N.A., as Funding Lender, Chula Vista Housing Authority, as Governmental Lender, and the Fiscal Agent (the “Funding Loan Agreement”). 1.You are requested to disburse funds from the Closing Costs Fund pursuant to Section7.6 of the Funding Loan Agreement 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. All payments will be made by check or wire transfer in accordance with the payment instructions set forth on Schedule I (or on the attached invoice) and the Fiscal Agent shall have no obligation to authenticate such payment instructions or the authority under which they were given. 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 the Funding Loan Agreement. Dated: BORROWER: F STREET FAMILY CIC, LP, a California limited partnership By:Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its Managing General partner By: Robert W. Laing, Executive Director/President By:CIC F Street Family, LLC, a California limited liability company, its Administrative General Partner By:Chelsea Investment Corporation, a California corporation, its Manager By: Cheri Hoffman, President 2016-03-08 Agenda Packet Page 747 D-2 The foregoing Requisition is hereby consented to: FUNDING LENDER: CITIBANK, N.A. By: Authorized Signatory GOVERNMENTAL LENDER: CHULA VISTA HOUSING AUTHORITY By: Mary Casillas Salas Executive Director ATTEST: By: Donna Norris Secretary 2016-03-08 Agenda Packet Page 748 D-3 Schedule I Payment Instructions Payee Purpose Amount of Payment U.S. Bank National AssociationFiscal Agent initial fees $[__________] California Debt and Investment Advisory Commission CDIAC fee$[__________] 2016-03-08 Agenda Packet Page 749 City of Chula Vista Staff Report File#:16-0079, Item#: 6. PRESENTATION AND UPDATE ON HOMELESSNESS ISSUES City of Chula Vista Printed on 3/3/2016Page 1 of 1 powered by Legistar™2016-03-08 Agenda Packet Page 750 City of Chula Vista Staff Report File#:16-0128, Item#: 7. CONFERENCE WITH LEGAL COUNSEL REGARDING EXISTING LITIGATION PURSUANT TO GOVERNMENT CODE SECTION 54956.9 (d)(1) Name of case:Chris Shilling, et al. v. City of Chula Vista, et al., San Diego Superior Court, Case No. 37-2015-00006097-CU-MC-CTL. City of Chula Vista Printed on 3/3/2016Page 1 of 1 powered by Legistar™2016-03-08 Agenda Packet Page 751