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BOND PURCHASE AGREEMENT

THIS BOND PURCHASE AGREEMENT (this "Agreement") is rm.de and entered into as of May 3, 2017, b,' and among BANK OF AMERICA, N.A. ("Bank"), CALIFORNIA COMMUNITY REINVESTMENT CORPORATION, a California nonp-ofit p.,1blic benefit corporation ("CCRC"), and CAC WEST, L.P., a California limited partnership ("Borravver").

RECITALS

A. Borravver is the avvner of a leasehold interest in certain real property (the" Land") located in the City of Palmdale, County of Los Angeles, California, as more particularly described in Exhibit A attached hereto and rm.de a part hereof.

B. Borrcwer intends to construct upon the Land certain imp-avements (the "I mpravements'') that will qualify as a "qualified lcw income housing p-oject" under Section 42(g) of the Internal Revenue Code (the "Code") and will consist of a multifamily rental housing p-oject and cther related app.,1rtenances with 80 aggregate units (the "Prqject"). The Land and the I mpravements are hereinafter collectively referred to as the" Property."

C. B orravver has received a prel i rri nary reservation or wi 11 receive prior to the Conversion Date (as defined in Section 4.1 belcw) from the California Tax Credit Allocation Committee ("TCAC"), a reservation of lavv income housing tax credits ("Tax Credits'') under Section 42 of the Code pursuant to the terms of a reservation I etter issued or to be issued b,' TCAC.

D. Concurrently herewith, California Housing Finance Agency (the "Issuer"), is issuing or has issued its Limited Obligation Multifamily Housing Revenue Bonds (Courson Arts Cdony West), 2017 Issue D in the p-incipal amount of $26,067,000.00 (cdlectively, the "Bonds''), p.,1rsuant to the terms of that certain Master Pledge and Assignment of even date herewith (the "Master Pledge") b,' and between Bank, in its capacity as the initial Agent thereunder, and Issuer. The Master Pledge and other documents executed in connection with the i ssuance of the B ands, i ncl udi ng that certai n M aster Agency Agreement b,' and between I ssuer and Bank ("Master Agency Agreement"), that certain Paying Agent Agreement between Borrcwer and U.S. Bank National Association, as Paying Agent ("Paying Agent") and that certain Regulatory Agreement and Declaration of Restrictive Cavenants, dated as of May 1, 2017, b,' and between Issuer and Borravver (the "Bond Regulatory Agreement"), collectively constitute the" Bond Documents."

E. The p-oceeds of the Bonds will be used to fund a loan (the "Bank Loan") to the Borrcwer for the acquisition, construction and equippng b,' the Borrcwer of buildings or cther impravements on a leasehold interest in the Property (as defined belcw) in accordance with those certain plans and specifications (the "Plans and Specifications'') described in the Construction Disbursement Agreement (as defined belavv). The Bonds will be periodically purchased b,' the Bank in an amount equal to the amount of the periodic Requisitions (as defined in the Master Pledge) apprCNed and funded pursuant to the terms of the Master Pledge and that certain Construction Disbursement Agreement of even date herewith executed b,' B orravver and the Bank (the "Construction Disbursement Agreement"). The Bank Loan is evidenced b,' that certain Promissory Note Secured b,' Deed of Trust dated as of May 3, 2017, rm.deb,' Borrcwer to the order of Bank in the original p-incipal amount of $26,067,000.00; and secured b,' that

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certain Cmstruction and PerrrB.llent Leasehold Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing dated as of the date hereof (the "Deed of Trust"), naming the Bank as the" Beneficiary." The Note and the Deed of Trust, together with al I of their exhibits, and all other documents which evidence, guaranty, secure, or ctherwise pertain to the Bank Loan collectively cmstitute the "Loan Documents." On or p-ior to the Conversim Date, a portion of the outstanding Bands shal I be redeemed pursuant to the terms of the Master Pl edge, and the outstandi ng p-i nci pal balance of the B ank Loan shal I be reduced accordi ngl y. Cap tali zed terms not defined herein shal I have the meanings specified in the Master Pl edge or Supplemental Agreement (as defined belcw).

F. Pursuant to the terms and cmditims of this Agreement, upon satisfaction of the Conversion Cmditims set forth in Article 111 and any other cmditims herein, CCRC has agreed to purchase the Bands in the principal amount of $1,954,100.00 or such I esser amount as required by the terms hereof. The terms and conditims of CCR C's purchase of the Bonds are set forth in this Agreement. Upon such purchase of the Bonds by CCRC (subject to the terms herein), the Bank Loan will, pursuant to its terms, convert into a term loan in an amount not to exceed One Million Nine Hundred Fifty-four Thousand One Hundred and No/100 Dollars ($1,954,100.00) (the" Permanent Loan"), and that certain Suppemental Agreement, dated as of even date herewith, by and between BorrOvVer and CCRC (the "Supplemental Agreement"), shall automatically become effective and shall amend, modify and supplement the terms of the Loan Documents. If CCRC does not purchase the Bonds from Bank for any reasm whatsoever, the Bank Loan wi 11 become immediately due and payable.

G. As a condition precedent to the closing of the Loan, and as a conditim precedent to the disbursement of any funds under the Bank Loan, Bank requires that BorrOvVer and CCRC execute this Agreement and enter into the agreements, and malke the certifications, set forth belOvV.

NOW, THEREFORE, in cmsideration of the mutual ccwenants and prorrises of the parties herein contained, and for cther good and valuable consideration, receipt and sufficiency of whi ch are hereby acknOvVI edged, the parties hereto agree as fol I OvVs:

ARTICLE 1 PURCHASE OF BONDS AND BANK LOAN

1.1 Sale and Purchase. Suqject to the terms and cmditims of this Agreement, including expressly the Conversim Condi ti ms set forth in Article 111 hereof, Bank agrees to sell to CCRC, and CCRC agrees to purchase from Bank, without recourse, rep-esentation or warranty the B mds and Bank Loan (which at the ti me of purchase shal I have principal outstanding equal to the CCRC Purchase Price as defined in Sectim 2.1 hereof), together with an assignment (or in the case of the opinions listed herein, delivery thereof) of all of Bank's right, title and interest, as "Lender" or "Majority Owner" or "Servicer" ( as app i cal:fo), in the fol I OvVi ng documents or instruments relating to the Bonds and the Bank Loan (cdlectively the "Assigned Loan Documents''):

(a) The original Bonds, with an assignmentthereof executed by Bank, without recourse, representati m or warranty;

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(b) The Master Pledge (to the extent of Bank's interest therein);

( c) The Master Agency Agreement (to the extent of Bank's interest therein);

(cl) The Ncte;

(e) The Deed of Trust, with evidence of recording thereon;

(f) The original or a copy of the legal opinion letter addressed to Bank from Borrcwer's legal counsel, dated as of the Closing Date of the Bank Loan;

(g) The original or a copy of the legal opinion letter addressed to the Issuer and Bank from Bond Counsel in connection with the issuance of the Bonds pus an update thereof in favor of CCRC (if requested 0\/ CCRC) in form and substance reasonably satisfactory to CCRC, dated as of the Conversion Date and opining that the tax exem[X status of the Bonds will not be adversely affected 0\/ the assignment and purchase of the Bonds as contemplated 0\/ this Agreement;

(h) Except forthe Terminated Documents (as listed in Schedule 1 to the form of Assignment and Assumption of Bonds and Loan Documents attached as Exhibit B to this Agreement (the "Assignment and Assumption")), all appropriate Uniform Commercial Code financing statements and continuation statements (the "UCC Statements'') sufficient to perfect (and maintain the perfection of) the security interest held 0\/ Bank in and to the personalty and cther collateral of Borrcwer described in the Deed of Trust (in each case, with evidence of filing thereon), together with all amendments thereto (to the extent of Bank's interest in any of the foregoing);

(i) The Assignment of Contracts, Plans and Specifications, and related consents of the architect, the contractor or contractors, the engineer, the devel aper and any other consenting parties in connection with the Prqject (to the extent of Bank's i nterest therei n), and that certai n Assignment of M anagement Agreement ( the foregoi ng documents and related consents thereto, to be collectively referred to herein as the "Assignment of Contracts'');

U) Any subordination agreements related to subordinate financing, if any, as the same may be described in the Loan Documents, with evidence of recording thereon, including, but not Ii ni ted to, the subordination agreements relating to the Subordinate Loans (as defined in the Supplemental Agreement);

(k) Indemnity Agreement (BorrOvVer);

(I) Each modification, amendment, assum[Xion, release, or waiver letter, if any, executed 0\/ Bank (if legally required) andpr BorrOvVer (if legally required), pertaining to any of the terms, cavenants or conditions of the Loan, any obi i gor under the Bank Loan andpr any cdlateral for the Bank Loan, with evidence of recording where appropriate; and

( ml Except for the T erni nated Documents ( as defined in Schedule 1 to the Assignment and A ssum[Xi on), al I other instruments, agreements, documents or reports

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( cther than documents, memos, nctes IT reports p-epared b,' empl 0yees, agents or representatives of Bank solely fIT the internal use of Bank) affecting or relating to the Bank Loan which were prepared and delivered to Bank in connection with, or executed and delivered to Bank in connection with IT as security for, the Bank Loan, including but not Ii rrited to any and all security agreements, cd lateral assignments, pedge agreements, fi nanci al agreements, corpcrate authorizations, I i mi ted I i abi I i ty company certificates partnership consents and other corpcrate limited liability company or partnership documents, I egal opinion I etters from B orrcwer' s counsel, estoppel I etters addressed to BITrcwer in connection with the Assigned Loan Documents, estoppel letters from B ITrcwer, tenants on the Property or gcwernmental authITi ti es or agencies, operating reports, environmental reports, site fl ans, surveys, soi I and substrata studies, architectural drawings, plans and specifications, engineering plans and studies, floor pans, landscape pans, external written correspondence, insurance certificates IT policies, appraisals, financial statements of Borrcwer, any constituent parties of BITrcwer, and any other obligors underthe Bank Loan.

1.2 Form of Loan Documents and Subordinate Loan Documents. Copies of the Assigned Loan Documents and Subordinate Loan Documents (as defined in the Supplemental Agreement) have been delivered to, and appraved b,', CCRC.

1.3 Assignment and Assump:ion. As of the Conversion Date, the Assignment and Assumption, substantially in the fITm of Exhibit B hereto, shall have been executed b,' Bank and CCRC. On the Conversion Date, and upon delivery to CCRC of the Assignment and Assumption and the Assigned Loan Documents and if required b,' CCRC, recordation of the Assignment and Assumption in the Office of the County Recorder where the Property is I ocated, the cwnershi p of the Bands, and the interest of the cwner of the Bands in the Note and the Deed of Trust and the other Assigned Loan Documents shall immediately vest in CCRC.

1.4 Terminated Documents. The fITegoing prcwisions ofthisArticle 1 to the contrary notwithstanding, the Terminated Documents shall not be deemed Assigned Loan Documents sold to CCRC, shall nct be delivered to CCRC, and substantially all of the prcwisions of such Terrrinated Documents shall be released and terminated upon the Conversion Date (but only if the Conversion occurs); p-cwided, hcwever, specific pravisions of the Terrrinated Documents may nct be terminated if expressly pravi ded in said Terminated Documents.

1.5 Non-Transferal:le Documents. Bank and CCRC ackncwledge the Indemnity Agreement (Third Party Indemnity) (Affordal:le Housing) executed in favIT of Bank is nontransferable as of the Conversion Date.

1.6 BITrcwer Obligations. Borrcwer shall have caused all of the conditions set forth in Sections 3.1 and 3.2 belcw and Exhibit F attached hereto to be satisfied and shall have delivered to CCRC a Borrcwer' s Certificate, effective as of the Conversion Date, substantially in the fITm of Exhibit E hereto (the" Borrcwer' s Certificate").

1. 7 Op:i on to Purchase Loan. N otwi thstandi ng anything to the contrary contained herein, at its sole option, CCRC may elect to purchase the Loan in lieu of the Bonds upon delivery of nctice thereof to BITrcwer and Bank not less than thirty (30) days priIT to the Conversion Date (the "Loan Purchase Option"). Upon CCRC's exercise of the Loan Purchase

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Op:im, Bank shall redeem and, if so elected b,' CCRC, cancel the Bmds, m the Conversion Date pursuantto Section 10.7 of the Master Pledge. In the eventthat CCRC exercises the Loan Purchase Optim, to the extent applicable, all references in this Agreement to the Bmds shall be construed to refer to the Loan, and the terms of this Agreement shal I be construed to the maximum extent possible in orderto address CCR C's purchase of the Loan in lieu of the Bonds. B orrcwer and Bank shal I execute and deliver any addi ti anal documents or take such other acti ms as may be reasonably required in order to effect the redemp:i on of the B mds and sale of the Loan to CCRC as cmtemplated hereunder, including, without limitation, modificatim of the form of Assignment and Assumption to reflect the sale of the Loan to CCRC in lieu of the Bmds.

2.1 Purchase Price.

ARTICLE 2 PURCHASE PRICE

(a) CCRC Purchase Price. PrCNided that all of the Conversion Conditions set forth in Article 3 of this Agreement are sa.ti sfied, CCRC shal I purchase the Bonds at par, in the maximum principal amount of $1,954,100.00 (the "CCRC Purchase Price''), on the Conversion Date, subject to adjustment as pravided in Section 2. l(b) belavv; pravi ded, havvever, that at Conversion, the Loan shal I nct exceed eighty percent ( 80'/o) of CCRC' s appraised market value at stab Ii zed occupancy using prqject based subsidy rents for the forty (40) Prqject units subject to the HAP Contract and 100 percent (100'/o) of CCRC' s appraised decontrd value at stabilized occupancy. On or before the Conversion Date, B orrcwer shal I have made al I such payments of principal and interest on the N cte (and caused the same to be appied to the redemption of the Bonds) such that the principal amount outstanding together with any accrued unpaid interest with respect to the Bonds and the Permanent Loan as of the Conversion Date does nct exceed the CCRC Purchase Price.

(b) As of the Conversim Date, in connection with CCRC's review of the Bmds, the Debt Service Caverage for the Prqject shall be not less than 1.15 to 1.00 for not less than ninety (90) cmsecutive days immediately priorto Conversion. If this Debt Service Caverage is not met, then as a condition to CCRC's purchase of the Bonds, B orrcwer shal I make the appropriate principal payment to pay dcwn the portion of the Loan evidenced b,' the Note, at CCRC's reasonable discretim (subject to and together with any applicable Prepayment Fee as defined and described in that certain Promissory Ncte (Delivery Assurance Fee), dated as of even date herewith (the "Delivery Assurance Ncte"), made b,' Borrcwer to the order of CCRC), in an amount sufficient in CCRC's reasonable judgment to meet this Debt Service Caverage.

2.2 Payment of CCRC Purchase Price. The CCRC Purchase Price shall be payable at the Conversion Date b,' wire transfer of immediately available funds from CCRC to North American Title Company, a California corporatim (the "Title Company") and b,' the Title Company to Bank as escravv closes.

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2.3 Fees To Be Paid to CCRC. CCRC shall have received the follavving fees from Borrcwer at or prior to the closing and initial disbursement of the Bank Loan (the "Bank Loan Closing") upon execution of this Agreement as pravided belavv:

(a) CCRC Loan Fee. CCRC shall have received a loan fee equal to $19,541.00 and an application fee equal to $2,CXX).00 (cdlectively, the "CCRC Loan Fee"). The CCRC Loan Fee shall be paid to CCRC upon execution of this Agreement. The CCRC Loan Fee shall not be refundable. Nctwithstanding the foregoing, havvever, in the event that CCRC is unable to receive funds from its members required to make its committed loans generally, including, without !irritation, the Permanent Loan, for any reason related to (i) gavernmental credit restrictions or other laws or regulations enacted subsequent to the date of this Agreement, or (ii) due to any reason beyond CCRC's reasonable contrd, including force rraj eure, war, riot, civi I disturbance, gavernmental actions of any kind, appicable laws or regulations, or cther actions of third parties not controlled b,' CCRC, CCRC shall be excused from any olligation to make the Loan and any liability under this Agreement. In such event, CCRC shall pravide Bank and Borrcwer with thirty (30) days written notice of its inability to receive funds from its members, and Borravver shall be entitled to a full refund of the CCRC Loan Fee.

(b) Other Fees. In addition, Borravver shall pay all other reasonalle out of pocket costs of CCRC, such as appraisal fees, legal fees, environmental review and consulting fees, and al I other costs related to this transaction.

2.4 Delivery Assurance. Borravver is olligated to deliver to CCRC the Delivery Assurance Note, and that certain Delivery Assurance Multifarrily Deed of Trust, Security Agreement and Fixture Filing, dated as of even date herewith (the "Delivery Assurance Deed of Trust"), made b,' Borrcwer for the benefit of CCRC, encumbering the Property. The Delivery Assurance Deed of Trust shal I be subordinate to Ii ens securing al I construction and acqui si ti on financing for the Prqject, including, without !irritation, liens in connection with the Bank Loan. The conditions set forth in this Agreement are intended to ensure delivery of the Bonds on the Conversion Date to CCRC b,' Borrcwer. In the event that (1) CCRC breaches its obligations hereunder, (2) the Bonds shall be purchased b,' CCRC as contemplated in this Agreement, or (3) CCRC does nct purchase the Bonds for the limited reasons set forth in Section 2.3(a) abave, the Delivery Assurance N cte shal I be cancel I ed, and the Delivery Assurance Deed of Trust shal I be rel eased and reconveyed. If, hcwever, the Bands are not purchased as set forth in this Agreement for any reason other than CCR C's breach of its obligations hereunder, then CCRC shall be entitled (x) to cdlect under the Delivery Assurance Note, and (y) to keep in place the Delivery Assurance Deed of Trust until CCRC is repaid in full the amount enumerated therein, and CCRC shall not be obligated to subordinate the lien of the Delivery Assurance Deed of Trust to the I i en of any take-out, bri dge or permanent I ender at that ti me.

2.5 LIQUIDATED DAMAGES. BORROWER ACKNOWLEDGES THAT CCRC HAS ENTERED INTO, AND WILL CONTINUE TO ENTER INTO, OTHER CONTRACTS WITH OTHER PARTIES IN RELIANCE UPON BORROWER'S FULFILLMENT OF BORROWER'S OBLIGATIONS UNDER THIS AGREEMENT AND THE LOAN DOCUMENTS. IN THE EVENT BORROWER FAILS TO FULFILL OR OTHERWISE BREACHES THE TERMS, PROVISIONS OR CONDITIONS OF THIS AGREEMENT OR THE LOAN DOCUMENTS OR THE CONDITIONS TO

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CCRC'S PURCHASE OF THE BONDS AS SET FORTH HEREIN ARE NEVER MET AND, AS A RESULT, CCRC DOES NOT FUND THE PERMANENT LOAN, BORROWER SHALL PAY TO CCRC THE DELIVERY ASSURANCE FEE (AS DEFINED IN THE DELIVERY ASSURANCE NOTE) AS LIQUIDATED DAMAGES (UNLESS THE DELIVERY ASSURANCE NOTE HAS BEEN CANCELLED PURSUANT TO SECTION 2.4 ABOVE), TO COMPENSATE CCRC FOR LOSSES SUSTAINED ON ITS OTHER CONTRACTS, TIME SPENT, LABOR AND SERVICES PERFORMED, LOSS OF INTEREST AND ANY OTHER LOSS WHICH MIGHT BE INCURRED BY CCRC IN CONNECTION WITH THIS TRANSACTION, IT BEING UNDERSTOOD THAT CCRC'S DAMAGES ARE NOT FULLY CAPABLE OF BEi NG ASCERTAINED AT THIS TIME AND THAT THE DELIVERY ASSURANCE FEE REPRESENTS BORROWER'S AND CCRC'S BEST ESTIMATE AT THIS TIME OF SUCH DAMAGES. IN SUCH EVENT, BORROWER SHALL HAVE NO FURTHER LIABILITY FOR ANY BREACH OF THIS AGREEMENT OR THE LOAN DOCUMENTS.

ARTICLE 3 CONDITIONS TO PURCHASE

3.1 Cmditims to CCRC's Purchase. CCRC's obligatim to p.,1rchase the Bmds and the Bank Loan at the Conversion Date shall ~ subject to mly the follavving s~cific conditions p-ecedent (the "Conversion Cmditions''):

(a) Underwriting Documents. CCRC shall have reviewed and appraved the financial conditim of Borrcwer, the Pr~rty and the I rnpravements as of the Conversion Date. Borravver shall have submitted to CCRC each of the documents collected with res~ct to B orravver, any general partners of B orravver, the Pro~rty and the lrnpravements (collectively, the "Underwriting Documents'') s~cified in this Agreement, the Loan Documents, the Supp emental Agreement or as otherwise requested b,' CCRC, each in accordance with the subrrissim deadlines applicable to each such document. In additim, once CCRC has app-aved any Underwriting Document, any further additions or changes to such Underwriting Document must ~ resubrritted to CCRC for app-CNal. In this regard, based solely upon the submittals made b,' Borravver to date, CCRC agrees that (i) all Underwriting Documents required to~ submitted p-ior to the execution of this Agreement have ~en so submitted and apprCNed b,' CCRC as of the date of this Agreement, and (ii) with res~ to such Underwriting Documents, no further due di Ii gence, review or appraval is required, exce[X as set forth herein. Nctwithstanding anything to contrary in the foregdng, Borravver shall ~ respmsible for collecting and p-CNiding to CCRC due diligence documents to~ requested b,' CCRC in connectim with determining compliance with satisfaction of the Conversion Cmditions set forth in this Section 3.1. Attached hereto as Exhibit C is CCR C's sampe Conversion closing requirements checklist as an exampe of the information to~ pravided. This checklist is prCNided mly as a sample and may contain items not applicalle to this transacti m.

(b) Compliance with Conversion Conditims. Borravver, Bank or any other relevant party shall have complied with the Conversim Conditions set forth herein and in

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Exhibit F, attached hereto and incorporated herein by reference, to the extent applicable to each such party.

(c) Assigned Loan Documents; Additional Documents. No material defaults shall have occurred and continue to exist under the Assigned Loan Documents. At the Conversion Date, no monetary default shall exist underthe Assigned Loan Documents or under this Agreement. No material non-monetary default or treach shall have occurred underthe Assigned Loan Documents or underthis Agreementthat has not been cured in full prior to the Conversion Date. Bank shall have delivered to CCRC directly or through the Title Company the original, fully executed Assigned Loan Documents without any material amendments, changes, modifications, or rel eases, except as specifically apprCNed in writing by CCRC. BorrOvVer shall have executed (or caused to be executed) and Bank shall have delivered to CCRC such amendments to the Assigned Loan Documents and/or such additional documents as CCRC may reasonally require (the "Additional Documents'') in order to satisfy the Conversion Conditions or ctherterms of thi s Agreement.

(cl) Payment of CCRC Fees and All Other Costs. BorrOvVer shall have paid CCRC any and all fees in accordance with the terms and conditions of this Agreement and the Supplemental Agreement. All outstanding costs, expenses, taxes and attorneys' fees incurred by CCRC in connection with the Loan and the sale of the Bonds, whether incurred at the Bank Loan Closing or otherwise, shall have been paid by BorrOvVer to CCRC, including (without Ii rriting the generality of the foregoing) escrOvV fees and costs, recording costs, title insurance premiums, flood certification, tax service contract, appraisal fees, mortgage tax (if any), fees paid to attorneys in connection with preparation of documents, or pravi ding I egal advice or opinions and al I cther fees, costs and expenses conternpl ated by this Agreement orthe other Loan Documents.

(e) No Change in Borrcwer. Except for those changes in the identity of B orrcwer anticipated and set forth in the form of the partnership agreement appraved by CCRC, or as otherwise set forth in the Deed of Trust or Supplemental Agreement, no change shall have occurred with respect to the identity, good standing or existence of B orrcwer or any general partner or I i mi ted partner of B orrOvVer si nee the date of thi s Agreement. In addition, none of the fd I cwi ng shal I have occurred: (a) a material breach, that remains uncured after the expiration of al I applicable cure periods, of any of Borrcwer's cavenants, representations andpr warranties set forth in the Assigned Loan Documents or any other financing instruments affecting the Property; (b) si nee the date of this Agreement or the Loan Documents, any materially adverse change in the business, properties, or fi nanci al condition of ( i) B orrOvVer or ( i i) any of B orrOvVer' s general partners, to the extent that such materially adverse change would have a materially adverse effect on any general partner's ability to perform and meet its obligations as a general partner of BorrOvVer or constitute a default under the Loan from and after the Conversion Date; or ( c) any pending or avertly threatened Ii ti gati on against B orrcwer, any of B orrOvVer' s general partners, or the Property, which may have any materially adverse effect on the Property or the financial condition of B orrOvVer.

(f) Bond Purchase Documents. B orrOvVer shal I have duly executed and delivered the BorrOvVer's Certificate (the "BorrOvVer's Certificate"), substantially in the

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form attached hereto as Exhibit E, certifying that all information contained therein shall be true and correct. Bank shall have duly executed and delivered to CCRC (i) an original certificate of Bank, in the form attached hereto as Exhibt D (the "Bank Certificate''), certifying that all information contained therein shall be true and correct, and (ii) an original, nctari zed Assignment and A ssum[Xi on, in recordable form

(g) Legal Opinion. CCRC shall have received (i) an original opinion of Borrcwer's legal counsel addressed to Bank, dated as of the Bank Loan Closing, together with a bring--dcwn of such op nion letterto the Conversion Date, (ii) a reliance letter from Borrcwer's legal counsel, authorizing CCRC to rely on the opinion delivered to Bank by Borrcwer's legal counsel at the Bank Loan Closing, together with a bring--davvn of the opinions rendered therein to the Conversion Date, or (iii) a mw original opinion of Borrcwer's legal counsel, addressed to CCRC and dated as of the Conversion Date. Such opinion shall be in form and substance reasonably satisfactory to CCRC, and shall address the I egal i ty, val i di ty, authorization and enforceab I i ty of the Loan and the Assigned Loan Documents.

3.2 Conditions to Bank's Sale. Bank's obligation to sell the Bonds and Bank Loan at the Conversion Date shal I be suqject to only the fdlcwing specific conditions precedent:

(a) Payment of CCRC Purchase Price. Bank shall have received the CCRC Purchase Price.

(b) Payment by Borrcwer of Note Balance. Borravver shall have paid Bank the difference between the CCRC Purchase Price and the amount of outstanding principal, accrued interest and costs and expenses on the Bank Loan as of the Conversion Date.

( c) Bank's Costs. Bank's costs, expenses, taxes and attorneys' fees in connection with the Bank Loan Closing and the sale of the Bonds and Bank Loan to CCRC shall have been paid as otherwise mutually agreed by Borrcwer and Bank in the Loan Documents and Construction Disbursement Agreement.

(cl) Release of Set Aside Letter. Bank shall have received a full and uncondi ti onal rel ease of any set aside I etters, I etters of credit or si mi I ar i nstruments i ssued by Bank to any insurance company, gavernmental agency or authority or any other person or entity in connection with the construction of the I mprcwements.

ARTICLE 4 CONVERSION

4.1 Time of Conversion. The closing of the sale of the Bonds by Bank to CCRC and the recordation of the Assignment and Assum[Xion (the "Conversion"), shall occur on or before a date no later than ten ( 10) business days follavving satisfaction of al I of the conditions set forth in Article 3 of this Agreement (such date, the "Conversion Date"). The precise date and time of the Conversion Date shall be mutually determined by Bank, CCRC and Borrcwer; pravided, havvever, the Conversion Date shall not occur later than August 1, 2019 (the "Termination Date"), unless extended pursuant to the mutual agreement of Bank and CCRC. In the event the

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Cmversi on Date has nct occurred by the T ermi nation Date as a result of the fai I ure of B orrOvVer or Bank to satisfy any condition forthe ~nefit of CCRC set forth in this Agreement, then Bank and CCRC shall have the right, each in its sole and absolute discretion, to terminate this Agreement.

4.2 Procedure for Conversion. The Title Company shall cause the sale of the Bank Loan to CCRC to close by: (a) delivering the Assigned Loan Documents to CCRC, if nct p-eviously delivered to CCRC; (b) delivering the Additional Documents to CCRC, if not p-eviously delivered to CCRC; (c) if required by CCRC, recording a fully executed original of the Assignment and Assumption in the Office of the County Recorder where the Property is located; (cl) issuing the CCRC Title Pd icy; (e) paying Bank in immediately availal:le funds: (i) the CCR C Purchase Price, (ii) any payment of p-i nci pal required from B orrOvVer to reduce the p-incipal amount outstanding underthe Bonds and the Note to the CCRC Purchase Price and (iii) the payment from B orrOvVer of accrued interest and other fees and charges OvVed to Bank, if any; (f) delivering the original Assignment and Assumption to Bank and CCRC (each receiving the original signature of the other party thereto); (g) delivering an original opnion of legal counsel for the BorrOvVerto CCRC or reliance letter (together with the app-opriate bring--dcwn letter), as set forth in Section 3.1 al::xNe; and (i) otherwise compying with the terms of the escrOvV instructions from CCRC andpr Bank to the Title Company.

ARTICLE 5 REPRESENTATIONS AND WARRANT! ES

5.1 Rep:esentations of Bank. Bank represents and warrants to CCRC as of the date hereof that:

(a) Sole Owner. Bank is the sole legal and ~neficial cwner and hdder of the Bonds, free and clear of any and all liens and security interests in favor of any other party.

(b) Authority. Bank, and the officers acting on its ~half have the right, pOvVer, legal capacity and authority to execute and deliver this Agreement and all instruments and cther documents required to ~ executed and delivered by Bank in connection henwith.

(c) Binding Obligation. This Agreement constitutes the valid, legal and binding agreement of Bank, and is enforceable against Bank in accordance with its terms, exce[X as such enforceability may~ limited by bankruptcy, insolvency, reorganization, moratorium and cther similar laws of general applicability relating to or affecting the enforcement of creditors' rights andpr by general equitable principles which may limit the availability of equitable remedies, including without I irritation, the remedy of specific performance.

( cl) Brokers. Bank has not engaged any broker or finder or incurred or ~come obi i gated to pay any brdker' s comrri ssi on or finder's fee in connection with the transactions contemplated by this Agreement.

-10-LEGAL US W #89584122.3

5.2 Rep:esentations of CCRC. CCRC rep-esents and warrants to Bank and the B orrcwer as of the date hereof that:

(a) Authority. CCRC and the officers acting on its behalf, have all requisite pcwer and authority to execute and deliver, and to perform al I of its obi i gati ons under this Agreement and under all instruments and cther documents to be executed and delivered b,' CCRC in connection herevvith.

(b) Binding Olligation. This Agreement constitutes a legal, valid and binding obligation of CCRC enforcealle against CCRC in accordance with its terms, exce[X as such enforceablity may be limited b,' bankruptcy, insolvency, reorganization, moratorium and cther similar laws of general applicablity relating to or affecting the enforcement of creditors' rights andpr b,' general equitable principles which may limit the availability of equitable remedies, including without I irritation, the remedy of specific performance.

(c) Brokers. CCRC has not engaged any broker or finder or incurred or become obi i gated to pay any broker's comrri ssi on or finder's fee in connection with the transactions contemplated b,' this Agreement.

(cl) Independent Decision. CCRC represents that it has made and will make independently and without reliance on Bank, or any cther party, or upon the officers, directors, agents or employees of Bank or any other party, and based on such documents and information as it has deemed approp-iate, including, without limitation, the Underwriting Documents, its cwn credit and legal evaluation of the Bonds, Bank Loan and Borrcwer, and valuation of the Property, and the decision to enter into this Agreement. Neither Bank nor any officers, directors, agents or employees of Bank shall be deemed an agent for CCRC or be deemed to have assumed any fiduciary obligation tcward or relationship of agency with or for CCRC in connection with the Permanent Loan orthe Underwriting Documents.

5.3 Rep:esentations of Borrcwer. As of the date hereof, Borrcwer rep-esents and warrants to Bank and CCRC that:

(a) Authority. Borrcwer has all requisite pcwer and authority to execute and deliver, and to perform al I of its obi i gati ons under this Agreement and under al I instruments and other documents to be executed and delivered b,' B orrcwer in connection herevvith. The transactions contempated b,' thi sAgreement are and wil I be in all respects val i d and I egal . B orrcwer warrants that al I i nformati on i n the I oan appl i cation and the financial statements and other documents submitted b,', or on behalf of, Borrcwer in connection with the Bank Loan, this Agreement andpr the Property, including, without limitation, the Underwriting Documents (hereinafter referred to cdlectively as the "Application Documents") is correct in all material respects, that no material information is omitted from the Application Documents, thatthere has been no materially adverse change in any condition or fact stated in the Application Documents between the date of the applicable document and the date hereof.

- 11 -LEGAL US W #89584122.3

(b) Organization. If a partnership or corporation, BorrOvVer is duly organized and is in good standing pursuant to the lctvVs of the State of California, is in full compiance with all requirements for its formation and existence and has continuously been in existence and transacting business under the name "CAC West, L.P." from the date of its formation.

(c) Binding Oll iqation. Thi sAgreement constitutes a legal, valid and binding obi i gati on of B orrOvVer enforceable against B orrcwer in accordance with its terms, exce[X as such enforceability may be linited 0\/ bankru[Xcy, insolvency, reorganization, moratorium and cther similar laws of general applicablity relating to or affecting the enforcement of creditors' rights andpr 0\/ general equitable principles which may limit the availability of equitable remedies, including without linitation, the remedy of specific performance.

(cl) No Actions, Suits or Proceeding. There are no actions, suits or proceedings at law or in equity nOvV pending or, to BorrOvVer's best knOvVledge, avertly threatened against or affecting the Property or B orrcwer, its sponsor, or any of Borrcwer's general partners, which would have a material adverse effect on the Property or the fi nanci al con di ti on of B orrOvVer, and there are no facts new i n exi stence that, with the giving of notice or the lapse of time, or bcth, would form the basis for any such action, suit or proceeding. B orrOvVer is not in default with respect to any order, writ, injunction, decree or demand of any court or any gavernmental agency.

(e) No Vduntary Bankruptcy. Neither Borrcwer nor any of its general partners have: (i) filed a petition for relief under the Bankruptcy Code, or under any cther present or future state or federal I aw regarding bankru[Xcy, reorganization or other debtor relief lctvV; (ii) filed a pleading or an answer in any involuntary proceeding under the Bankruptcy Code or other delXor relief law which admits the jurisdiction of the court or the petition's material allegations regarding BorrOvVer's (or its general partner's) insolvency; (iii) made a general assignment for the benefit of creditors; or (iv) applied for, or suffered the appointment of, a receiver, trustee, custodian or liquidator of Borrcwer (or its general partners) or any of their respective property.

(f) No Involuntary Bankru[Xcy. No invduntary petition under the Bankru[Xcy Code or under any other debtor relief law has been filed against Borrcwer or its general partners or in any way restrains or Ii mits B orrOvVer or its general partners or Bank or CCRC, regarding the Bank Loan or the Property.

(g) FIRPTA Compliance. BorrOvVer is a "United States Person" within the meaning of Section 7702(a)(30) of the Code, as amended.

(h) Affiliation of Parties. Borrcwer is not affiliated, directly or indirectly, with Bank, with CCRC or with any other party to the documents or agreements evidencing, securing or related to the Bank Loan, or with any of the respective subsidiaries, affiliates or officers of Bank, CCRC or any cther party to documents or agreements evidencing, securing or related to the Bank Loan.

-12-LEGAL US W #89584122.3

(i) Brokers. BITrcwer has nct engaged any troker or finder IT incurred IT beccrne obligated to pay any broker's commission IT finder's fee in connection with the Bank Loan orthe transactions contemplated b,' this Agreement.

5.4 Disclaimer.

(a) Obligations of Bank. Nctwithstanding anything to the contrary in this Agreement, Bank shal I have no obligation to sell the Bonds if (a) B ITrcwer fai Is to satisfy Bank's requirements IT (b) Bank reasonably determines that any condition to CCRC's purchase of the Bonds in accITdance with thi sAgreement has not been timely satisfied b,' BITrcwer as required under this Agreement. If CCRC does not purchase the Bonds IT exercise the Loan Purchase Option for any reason, Bank shall have no obligation to convert the Bank Loan to the Permanent Loan uni ess B orrcwer identifies a rep acement permanent lender accep:able to Bank in its sole discretion that agrees to assume Bank's obligations under the Loan Documents and purchase the Bonds from Bank in such amount and upon such terms and conditions as shall be acceptable to Bank in its sole discretion.

(b) Obligations of CCRC. Nctwithstanding anything to the contrary in this Agreement, CCRC shall have no obligation to purchase the Bonds if Bank fails to satisfy CCRC's requirements to purchase the Bonds IT CCRC reasonably determines that any condition to CCRC's purchase of the Bonds in accordance with this Agreement IT any cther such document is nct capable of being satisfied as required under this Agreement.

ARTICLE 6 COVENANTS OF BANK

6.1 Modification of Bank Loan; Release of Security. Without the priIT written consent of CCRC (which consent shall nct be unreasonably withheld or delayed), Bank will nct modify, amend, cancel, extend, release, waive or ctherwise change in any manner any of the terms, cavenants, conditions or obligors under any of the Assigned Loan Documents in any ITTl.terial respect to the extent that they apply to the Permanent Loan. Without the priIT written consent of CCRC IT excep: as ctherwise contempated b,' the Assigned Loan Documents, Bank shall not cause the subordination of the Deed of Trust or the release of any security for the Bank Loan. ANY BREACH OF COVENANTS CONTAINED IN THIS SECTION 6.1 WHICH ARE MATERIAL TO CCRC'S PERMANENT LOAN UNDERWRITING WILL, AT THE SOLE AND ABSOLUTE DISCRETION OF CCRC RESULT IN THE TERMINATION OF THIS AGREEMENT. IN THE EVENT OF SUCH TERMINATION, CCRC SHALL BE ENTITLED TO KEEP ANY FEE AS CCRC'S SOLE AND EXCLUSIVE REMEDY FOR SUCH BREACH.

6.2 Pendency of Action. Upon actual knavvledge thereof, Bank shall promptly nctify CCRC of the institution or pendency of any action, suit or proceeding against or affecting the Bank Loan, the Property or lmpravements, BITrcwer IT any of Borravver's general partners and shall deliver to CCRC copes of all notices and other writings relating to said actions promp:ly upon receipt thereof.

6.3 Transfer of Bonds and/IT Bank Loan. PriITtothe Conversion Date orternination of this Agreement, Bank shall nct transfer, assign, sel I, convey, hypcthecate or otherwise alienate

-13-LEGAL US W #89584122.3

the Bonds andpr the Bank Loan or negotiate or attem[X to negctiate the transfer, assignment, sale, conveyance, hypothecation or other alienation of the Bonds and pr Bank Loan (otherthan to a direct or indirect subsidiary of Bank of America Corporation).

ARTICLE 7 NOTICE OF DEFAULT

7.1 Nctice of Default; Borravver's and Bank's Rightto Cure.

7.1.1 Nctice of Default. Prior to Conversion, concurrently with the delivery by CCRC to Borravver of any notice of default, CCRC shall deliverto Bank and Borravver's Lirrited Partner acop,,t of any such notice of default atthe address of each set forth in Section 8.2 belavv.

7.1.2 Bank's and Borravver's Right to Cure Default. Notwithstanding anything to the contrary in the CCRC Loan Documents, Borrcwer shall nct be in default under this Agreement or under the CCRC Loan Documents, nor shall CCRC be entitled to exercise any rights and remedies it rray have arising out of B orravver' s fai I ure to satisfy any of the terms, conditions andpr cavenants set forth in this Agreement, until and unless CCRC has notified B orrcwer, Borravver' s Limited Partner and Bank in writing of the occurrence of any such default, in accordance with the terms and conditions of Section 7.1.1 and Bank (with no obi igation to do so), Borravver or the Limited Partner (with no obligation to do so) have failed to cure such default or breach within thirty (30) days fd I cwi ng recei rx of notice of such default (or, if default or breach is incapable of being cured within thirty (30) days, B orravver and/or the Limited Partner has commenced such cure and is di Ii gently prosecuting the same to cornpl eti on); pravi ded, havvever, in no event shal I the T ermi nation Date be extended as a result of such cure period. If any such default or breach is nct cured within the period specified abave in this Section 7.1.2, then CCRC rray, at its o[Xion, exercisable by written notice to Bank and Borrcwer:

(a) terrrinate CCRC's obligations under this Agreement including but not limited to CCRC' s obligation to purchase the Bonds; or

(b) waive the defaults that have nct yet been cured or extend the ti me for cure of such defaults, in which eventthi sAgreement will remain in ful I force and effect.

7.2 Nctice to CCRC of Default Under Loan. Concurrently with the delivery by Bank to B orravver of any notice of default underthe Construction Disbursement Agreement, the Note, the Deed of Trust or under any of the cther Loan Documents or any of the Bond Documents, Bank shall send to CCRC a cop,,t of any such nctice of default at the address set forth in Section 8.2 belavv. Notwithstanding anything stated to the contrary in the Suppemental Agreement or this Agreement, in no event shall the occurrence of a default before expiration of the cure period as set forth in Section 7.1.2 abave under the Loan constitute a default under this Agreement or entitle CCRC to terrrinate this Agreement or exercise any other rights or remedies it rray have hereunder.

7.3 Default b,t Bank. Bank shall be in default hereunder upon the occurrence of any one or more of the fol I avvi ng events:

-14-LEGAL US W #89584122.3

(a) any of Bank's representations or warranties set forth in this Agreement prave to be materially untrue or inaccurate in any material respect on the date when made; or

(b) Bank shall fail to meet, substantially comply with or perform any cavenant, agreement or obligation within the time limits and in the manner required in thi s Agreement.

The parties acknavvledge that, in the event of a default 0\/ Bank hereunder (exce[X a breach 0\/ Bank of the cavenants contained in Section 6.1 abave), damages would be an inadequate remedy. Accordingly, with that exception, in the event of a default 0\/ Bank hereunder, CCRC and/or Borrcwer shall have the right to olXain specific performance of this Agreement against Bank. In addition to the other remedies of CCRC hereunder, if the Conversion Date does not occur 0\/ the Termination Date as a result of non-performance 0\/ Bank of its obligations underthisAgreement, CCRC may terrrinate this Agreement.

7.4 Default l:Jy CCRC. CCRC shall be in default hereunder upon the occurrence of any one or more of the fol I cwi ng events~

(a) any of CCRC's representations or warranties set forth in this Agreement are materially untrue or inaccurate in any material respect; on the date when made; or

(b) CCRC shall fail to meet, substantially comply with or perform any cavenant, agreement or obligation within the time limits and in the manner required in thi s Agreement.

The parties acknavvledge that, in the event of a default 0\/ CCRC hereunder, damages would be an inadequate remedy. Accordingly, in the event of a default 0\/ CCRC hereunder, Bank and B orravver shal I each, separate and independent of one ancther, have the right to olXai n specific performance of this Agreement against CCRC. In addition to the cther remedies of Bank hereunder, if the Conversion Date does nct occur 0\/ the Terrrination Date as a result of non-performance 0\/ CCRC of its obligations under this Agreement, Bank may terminate this Agreement. Notwithstanding the foregoing, nothing contained in this Section 7.4 shall be construed as a waiver of any rights or remedies available to Borrcwer under applicable law against CCRC in connection with the transactions contemplated herein.

7. 5 Default l:Jy B orravver. B orrcwer shal I be in default hereunder upon the occurrence of any one or more of the fol I cwi ng events:

(a) any of B orrcwer's representations or warranties set forth in this Agreement are materially untrue or inaccurate in any material respect; on the date when made; or

(b) Borrcwer shall fail to meet, comply with or materially perform any cavenant, agreement or obligation within the time limits and in the manner required in thi s Agreement.

In the event of a default 0\/ Bank hereunder (exce[Xing only a breach 0\/ Bank of the cavenants contained abave in Section 6.1 (Modification of Bank Loan; Release of Security)),

-15-LEGAL US W #89584122.3

CCRC and BorrOvVer may, each at its sole respective o[Xim: (i) terminate this Agreement by written notice to the cther parties; andpr (ii) lxing an action for damages at lctvV (excluding punitive damages) against Bank; and pr (iii) subject to the exercise by either CCRC or BorrOvVer of its respective right to terrrinate this Agreement, enforce specific performance of this Agreement against Bank. In addition to any and all other rights and remedies of the parties, in the event of a default by Bank hereunder, CCRC shall have the right to retain any fees paid or payable to CCRC.

ARTICLE 8 NOTICES

8.1 Method of Delivery. All nctices and demands given pursuantto the terms hereof shall be given in writing delivered in person, by commercial courier, or by registered or certified mail, return recei[X requested, with all postage and fees fully prepaid. Notices shall be considered delivered upm recei[X by a person commonly accepting delivery of letters or parcels at the reci fl ent' s address, such recei rx to be as i ndi cated by the return recei pt if the notice was sent by mai I; except that, upm an attempt to effectuate service of notice as pravi ded herein, if the party being sent the notice either (a) refuses to acce[X delivery, or (b) has maved and no notice has been served upon the party sending the notice in questi m i nforrri ng it of the reciflent's new address, then the party to whom the notice was intended to be served shall be deemed to have received the notice upon the attempt to deliver it at the last address for the intended recipient as to which the sender had nctice. Alternatively, nctices may be served by facsi mi I e transmission sent to the intended reci fl ent, in which case the notice shal I be deemed served upon telephonic or return facsi mi I e acknOvVI edgment by the reci fl entthat a complete and I egi ll e copy of the ncti ce has been received. N cti ces shal I be addressed as speci fi ed bel CM',

subject to the right of either party to change the address for servi ce of notice on it by such party serving a ncti ce upon the other of the new address, exce[X that any change of address to a post office box shall not be effective unless a street address is also specified for use in effectuating personal servi ce.

8.2 Address for Nctices.

(a) The address of Bank for al I purposes under this Agreement and for al I notices hereunder shal I be:

Bank of America, N.A. CA 9-705--07-15 2001 Claytm Rood, 2nd Floor Cmcord, California 94520-2405 Attention: Loan Administratim Telephone: (925) 675--6645 Facsimile: (206) 585--9277

Withacopyto:

Bank of America, N.A. CA 9-193-20-31 333 Hope Street, 2dh Floor

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Los Angeles, California 90071-1406 Attention: Karen Davis Telepione: (213) 621-7554 Facsimile: (iUJ) 391-7974

(b) The address of CCRC for all purrxises under this Agreement and for all notices hereunder shal I be:

California Cornrnunity Reinvestment Corporation 100 West Broadway, 5 ui te 1 CXX)

Glendale, California 91210 Attention: President Telepione: (818) SSQ---9800 Facsimile: (818) SSQ---9806

( c) The address of B orrcwer for al I purposes under this Agreement and for al I notices hereunder shal I be:

CACWest, L.P. c/o Meta Housing Corrx:iration 1640 5. Sepulveda Blvd., Suite 425 Los Angeles, CA 90011 Attention: President

And to:

WCH AffordableXXII, LLC 151 Kalmus Drive, SuiteJ-5 Costa Mesa, California 92626 Attention: President

With a copy to B orrcwer' s Li rnited Partner:

Bank of America, N.A. MA 1-225--02--02 225 Franklin Street Boston, MA 02110 Attention: Asset Management.

ARTICLE 9 MISCELLANEOUS

9.1 Entire Agreement. This Agreement (including the exhibts hereto) contains the entire agreement among the parties regarding the sale and purchase of the Bank Loan, and no oral statements or prior written matter not specifically incorporated herein shal I be of any force and effect. No variation, rnodi fi cation, or changes hereof shal I be binding on any party hereto uni ess set forth in a document executed by al I parties.

-17-LEGAL US W #89584122.3

9.2 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and upon their respective legal representatives, successors and assigns. Any assignment of this Agreement 0\/ Bank or CCRC (other than an assignment involving the sale of all or substantially all of the assets of either such institution) without the consent of the other institution shal I be nul I and void and of no force and effect.

9.3 Time of Essence. Time is of the essence in the execution and performance of this Agreement and of each prcwision hereof.

9.4 T ermi nol CXJY. Wherever required 0\/ the context, any gender shal I include any cther gender, the singular shal I include the plural, and the plural shal I include the singular.

9.5 Gcwerninq Law. This Agreement shall be gcwerned 0\/ and construed in accordance with the I ctNs of the State of California

9.6 Severability. In case any one or more of the prcwisions contained in this Agreement shal I for any reason be held to be i nval i d, i 11 egal , or unenforceall e i n any respect, such invalidity, illegality, or unenforceability shall not affect any cther pravision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforcealle prcwision had never been contained herein.

9. 7 Attorneys' Fees. I n the event of any action at I aw or in equity in relation to this Agreement, the losing party shall pay the prevailing party's reasonable attorneys' fees and costs.

9.8 Rules of Construction. The parties ackncwledge that each party and its counsel have reviewed and commented as to the terms and conditions of this Agreement, and the parties hereO)I agree that normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or amendments or exhi bi ts hereto.

9. 9 Business Day. A "business day" for purposes of this Agreement shal I mean a day of the week (excluding Saturday, Sunday or a legal hdiday) on which the offices of Bank and CCRC are open to the pullic for carrying on substantially all business functions. Unless specifically referenced in the Agreement as a business day, all references to "days'' shall be to calendar days. If any date set forth in this Agreement for the performance of any olligation or for the delivery of any document or ncti ce should be on cther than a business day, then compiance with such obligation or delivery on the next follavving business day shall be deemed accep:all e.

9.10 Counterparts. This Agreement and any exhibits attached hereto requiring signatures may be executed in any number of counterparts, each of which shal I be an original, but al I of which together shal I constitute but one instrument.

9.11 Exhibits. Each of the Exhibits attached hereto is hereO)I incorporated 0\/ reference into this Agreement.

[Signature page(s) to follavv.]

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IN WITNESS WHEREOF, !his Bond Purchase Agreement is hereby made as of the date first written above.

LEGAL_US_W # 8:9:58-4122

CCRC:

CALIFORNIA COMMUNITY REINVESTMENT CORPORATION, a California nonprofit public benefit corporation

By: ~tr:*~ Maria A. Majczinger Senior Vice President

Signalore Poge lo Bond Purchase Agreement

S-1

LEGAL .. US ... W # 89584122

BANK:

BANK OF AMERICA, N.A., a national banking association

By: n Davis

Vice President

Signature Page to Bond Purchase Agreement

S-2

BORROWt:R:

CAC WEST, L.P., a California limiled partnership

By: CAC West, LLC, a California limited liability company, its Administrative Gener Iner

By:

By: WCH Affordable XX!l, TLC. a California limited liability company, its Managing General Partner

By: Western Community Housing, Inc.,

LEGAL_US_W # 895S4122

a California nonprofit public benefit corporation, its Sole Member and Manager

By: Sandra Gibbons Executive Vice President and CFO

SignaJuro P1ge to l3ond Purchase Agrocment

S-3

BORROWER:

CAC WEST, L.P .. a California limited partnership

By: CAC West, LLC, a California limited liability company, its Administrative Gcnoral Partner

By: Kasey Burke Vice President

By: WCH AffordJble XXTI, LLC, a California limited liability company, its Managing General Partner

By: Western Community Housing, Inc., a California nonprofit public benefit corporation, its Sole Member and Manager

By: w Executive Vice President and CFO

Signature Page to Bond Purchase 1\greement

S-3

EXHIBIT A

LEGAL DESCRIPTION

The real property situated in the City of Palmdale, County of Los Angeles, State of California, described as fol IONS:

PARCEL 1 (LEASEHOLD):

LOT 5OFTRACT 69400, IN THE CITY OF PALMDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1353 PAGES 31 TO 37 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

A.P.N.: 3009-024-935

PARCEL 2 (A-5130 lA):

A NON-EXCLUSIVE PERPETUAL EASEMENT FOR VEHICULAR ACCESS PER EASEMENT AGREEMENT BY AND BETWEEN THE CITY OF PALMDALE,A MUNICIPAL CORPORATION OF THE STATE OF CALIFORNIA, AND CACWEST, L.P.,A CALIFORNIA LIMITED PARTNERSHIP, RECORDED CONCURRENTLY HEREWITH IN THE OFFICIAL RECORDS OF LOS ANGELES COUNTY RECORDER, STATE OF CALIFORNIA.

PARCEL 3 (A-5130, 18):

A NON-EXCLUSIVE PERPETUAL EASEMENT FOR DRAINAGE AND PEDESTRIAN ACCESS PER EASEMENT AGREEMENT BY AND BETWEEN THE CITY OF PALMDALE, A MUNICIPAL CORPORATION,AND CACWEST, L.P.,A CALIFORNIA LIMITED PARTNERSHIP, RECORDED CONCURRENTLY HEREWITH IN THE OFFICIAL RECORDS OF LOS ANGELES COUNTY RECORDER, STATE OF CALIFORNIA.

PARCEL 4(A-51302):

A NON-EXCLUSIVE PERPETUAL EASEMENT FOR VEHICULAR AND PEDESTRIAN ACCESS PER EASEMENT AGREEMENT BY AND BETWEEN THE HOUSING AUTHORITY OF THE CITY OF PALMDALE, A PUBLIC BODY, CORPORATE AND POLITIC, CAC EAST, L.P., A CALIFORNIA LIMITED PARTNERSHIP AND CACWEST, L.P.,A CALIFORNIA LIMITED PARTNERSHIP, RECORDED CONCURRENTLY HEREWITH IN THE OFFICIAL RECORDS OF LOS ANGELES COUNTY RECORDER, STATE OF CALIFORNIA.

PARCEL 5(A-1918,A-51303):

A NON-EXCLUSIVE PERPETUAL EASEMENT FOR VEHICULAR AND PEDESTRIAN ACCESS INGRESS AND EGRESS BY AND AMONG THE HOUSING AUTHORITY OF THE CITY OF PALMDALE, A PUBLIC BODY, CORPORATE AND POLITIC, AM CAL REGENCY FUND, L.P., A CALIFORNIA LIMITED PARTNERSHIP, AND CAC WEST, L.P., A CALIFORNIA LIMITED PARTNERSHIP, RECORDED CONCURRENTLY HEREWITH IN THE OFFICIAL RECORDS OF LOS ANGELES COUNTY RECORDER, STATE OF CALIFORNIA.

ExhibitA to Bond Purchase Agreement

A-1 LEGAL US W #89584122.3

EXHIBITB

ASSIGNMENT AND ASSUMPTION

ASSIGNMENT AND ASSUMPTION OF BONDS AND LOAN DOCUMENTS

THIS ASSIGNMENT AND ASSUMPTION OF BONDS AND LOAN DOCUMENTS (this "Assignment") is executed as of _________________ 0\/ BANK OF AM ERi CA, N.A., a national banking association ("Assignrr"), in favor of CALIFORNIA COMMUNITY REINVESTMENT CORPORATION, a Califrrnia nonprofit pullic ~nefit ccrporation ("Assignee"). Any capitalized term used but not ctherwise defined herein shall have the meaning given such term in that certain Bond Purchase Agreement dated as of May 3, 2017 (the "Bond Purchase Agreement") among Assignor, Assignee and CAC West, L.P., a California limited partnership (the" Borravver").

FOR VALUABLE CONSIDERATION, the recei[X of which is hereO)I acknavvledged, Assignor and Assignee agree as fol I avvs:

1. Assignor hereO)I grants, assigns, conveys and transfers, without recourse, representation or warranty, to Assignee, and its successors and assigns, all right, title and interest of Assignor in and to the fol I avvi ng:

a California Housing Finance Agency Limited Olligation Multifamily Housing Revenue Bonds (Courson Arts Cdony West), 2017 Issue D (the "Bonds''), which are ~i ng assigned to CCR C as holder of the Bands;

b. All of its right, title and interest in and to the Bond Documents (as defined in the Bond Purchase Agreement), to the extent of Assignor's interest therein pursuantto that certain pursuant to the terms of that certain Master Pledge and Assignment 0\/ and ~tween Assigncr and Califrrnia Housing Finance Agency;

c. All of its right, title and interest in and to the loan (the" L ran"), evidenced 0\/ that certain Promissory Note Secured 0\/ Deed of Trust dated as of May 3, 2017, made 0\/ Borravver to the order of Assigncr in the original principal amount of $26,067,000.00, (the" Ncte"), to the extent of Assigncr' s interest therein;

d. A 11 right, ti ti e and i nterest of the avvners of the B ands i n and to that certai n Construction and Permanent Leasehold Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing, dated as of May 3, 2017 (the "Deed of Trust"), executed 0\/ Borravver for the ~nefit of Assignor, and recorded on __________________ , as I nstrument No. __________________ in the official records of the Recorder's Office of the County of Los Angeles, California (the "Official Reccrds''), to the extent of Assignor' s i nterest therei n;

Exhibit B to Bond Purchase Agreement

B-1 LEGAL US W #89584122.3

e. The other documents described m Schedule I attached hereto, which sets forth all of the documents to~ assigned to Assignee 0\/ Assignor (the "Assigned Loan Documents''), including the foregd ng instruments (each, to the extent of the Assignor's i nterest therei n) ;

f. Except for the documents listed on Schedule II attached hereto (the "Terminated Documents"), all other instruments, and agreements, (other than documents, memos, notes or reports prepared 0\/ Assignor employees solely for the internal use of Assignor) affecting or relating to the Loan which were prepared and delivered to Assignor in connection with, or executed and delivered to Assignor in connectim with or as security for, the Loan, including but nct limited to any and all security agreements, collateral assignments, pledge agreements, financial agreements, corporate authorizations, partnership consents and other corporate or partnership documents (including any lirrited liability company consents or appr0.tals 0\/ any partner of the partnership), I egal opinion I etters from B orrcwer' s counsel, estoppel I etters from Borrcwer or tenants on the Property, operating reports, environmental reports, site plans, surveys, soil and substrata studies, architectural drawings, plans and specificatims, engineering pans and studies, floor plans, landscape plans, external written correspmdence, insurance certificates or policies, appraisals, financial statements of Borrcwer; pravided that, nctwithstanding the foregoing pravisions of this Section l(f), Assignor and Assignee agree that Assignor shall not~ required on the Conversion Date to deliver to Assignee any of the referenced documents (nct constituting a Loan Document) it may have in its files but instead Assignor will retain copies of the documents in its files for nct less than five years after the Conversion Date and upm the reasonable request of Assignee or Borrcwer will pravide copes thereof to Assignee, at the expense of B orrcwer; and

g. Each modification, amendment, assumptim, and release, if any, executed 0\/ Assignor (if legally required) and/or Borrcwer (if legally required) of any of the items Ii sted abOJe, exce[X for the T errri nated Documents.

2. Assignee is purchasing the Bmds and the Loan for a purchase price of $ __________ .en Assignee hereO)I assumes and agrees to perform, from and after the date of delivery of this Assignment and, if required 0\/ Assignee, recordation in the Official Records, all liablities, obligations and duties of Assignor arising from and after the date hereof with respect to the Bonds and the Loan, including, without limitation, the obligations of Assignor under the Assigned Loan Documents.

3. This Assignment may ~ executed in multiple counterparts, each of which shall ~ an original and al I of which shall constitute but me and the same instrument.

[Signature Page(s) F dlcw.]


B-2 LEGAL US W #89584122.3

LEGAL US W #89584122.3

"Assigncr":

BANK OF AMERICA, N.A., a nati mal banking association

By: NarrE:

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

Tit I e:


B-3

LEGAL US W #89584122.3

"Assignee":

CALIFORNIA COMMUNITY REINVESTMENT CORPORATION, a California nmprofit pullic benefit corporati m

By: Narne: ---------------Tit I e:


B-4

SCHEDULE I

ASSIGNED LOAN DOCUMENTS

1. Bmds

2. B md Documents (to the extent of Assignor's interest therein)

3. N cte ( to the extent of Assignor' s i nterest therei n)

4. Deed of Trust (to the extent of Assignor's interest therein)

5. U CC F i nanci ng Statements ( to the extent of Assignor' s i nterest therei n)

6. Assignment of Contracts, Plans and Specifications (Affordable Housing-California), along with each related CmsenttoAssignment of Contracts executed in connection therewith, including, without Ii rnitati m, b,' the contractor, architect, engineer and developer (to the extent of A ssi gnor' s i nterest therei n)

7. The Assignment of Agreement to Enter Into Housing Assistance Payments Agreement, Housing Assistance Payments Cmtract, and Housing Assistance Payments executed b,' B orrcwer in favor of Assignor;

8. Assignment of Management Agreement

9. I ndernnity Agreement (BorrOvVer) (Affordable Housing-California)

10. Any subordination agreements delivered in connection with any Subordinate Loans

11. All authority documents executed in cmnection with the ai::xNe

12. Op nion(s) of counsel

13. Other Documents


B-5 LEGAL US W #89584122.3

SCHEDULE II

TERMINATED DOCUMENTS

1. Cmstruction Disbursement Agreement

2. Security Agreement (Assignment of Partnership Interest and Capital Oll igations) (Affordable Housing-California)

3. UCC-1 Financing Statements (Partnership Interest and Capital Obligations)

4. any cornpl eti on guaranty

5. any repayment guaranty

6. I ndernnity Agreement (Third Party I ndernnity) (Affordable Housing)


B--6 LEGAL US W #89584122.3

EXHIBITC

DOCUMENTS TO BE DELIVERED BY BORROWER TO CCRC

DATE RECEIVED

ITEM NO. A.

CCRC PERMANENT LOAN CLOSING REQUIREMENTS A new awrai sal and a third party review of the appraisal is required prior to permanent I oan conversion and wi 11 be ordered b,t CCRC at Borravver's expense. CCRC will pravide an invoice for the costs when the appraisal is ordered.

[B. Evidence that Borrcwer has met the ___ day lease-up and debt caverage requirements of ___ to 1.00 as specified in Section __ _ of the [Loan Agreement] [Bond Purchase Agreement] [Tri Party Agreement] [Commitment Letter dated ________ ].

C Details of any Rental Concessions being offered at the Property.

D. Rent Schedule(s) from each housing program (or some other form of documentation) that identifies the maxi mum rents allavval:le for each unit/AM I comb nation in connection with each restrictive cavenant (otherthan the TCAC Regulatory Agreement) that gaverns the Property.

1 . Rent R ol I and Lease information as outlined in the attached Addendum A. Please have this item expedited in order for us to review as early in the process as possible. In addition, pease pravide an e-mi.il address to which we can send CCR C's Rent R ol I form that must be completed. When the Rent R ol I form has been completed, pease e-mail it inhncr,nia>P-<Trr and

Pl ease pravi de rent rd I for the current month.

A rent roll will be required for each successive month up to the month prior to Closing.

2. Current Utility Allavvance Schedule from the housing authority with jurisdiction CNer the prqject. Please indicate which al I avvances are being used b,t the prqj ect and the total al I avvance amount per unit type.

3. a) Copies of any contracts, leases and licenses which the Borrcwer has entered into on behalf of the subject property:

1 . Landscape contract 2. Security contract

ExhibitC to Bond Purchase Agreement

C-1 LEGAL US W #89584122.3

mailto:[email protected]

DATE ITEM CCRC PERMANENT LOAN CLOSING RECEIVED NO. REQUIREMENTS

3. Elevatcr cmtract 4. Fi re A I arm contract 5. Pest control contract 6. Maintenance Contract 7. Social Services costs

b) Three (3) cmsecutive months of general I edgers for the p-operty.

c) Invoices for Hazard Insurance (invoice or cther documentation must clearly shew the annual, nct prcrated p-emium).

4. Year-to-date and mmthly operating statements frr most recent three months. If avai I able, pl ease include year to date and mmth-tcxlate budget information as well. Please pravide this data in a file format compatible with Microsoft Excel.

Ncte: Operating statements will be required for each successive month up to the month prior to Closing.

5. Current year budget frr the suqject property prepared 0\/ the p-operty management company. Please prcwide this data in a file frrmat compatible with Microsoft Excel.

6. Street Address of the Property, fl ease i ncl ude zi p code. 6.a Current prqject name, if otherthan:

7. Name, telephme number and email address for p-operty management company cmtact.

8. Cop,,t of fully executed and dated Management Agreement. [Cop,,t of any amendments to that certain Property Management Agreement dated as of .]

9. Form of tenant I ease. 10. Property tax exemption forthe prqj ect, cr evidence of fi Ii ng for

exemp:ion; including the Organizatimal Clearance Certificate (OCC) and any Suppemental Clearance Certificates (SCC) from the California State Board of Equalization (BOE) issued to

-----------11. Cop,,t of most recent property tax bill frr each parcel; please

confi rm that each parcel comp-ising suqject p-operty is included.

12. Placed in Service date. 13. i. Date on which I easing began.

ii. Date on which tenants first began mavi ng in. 14. Final Certificate(s) of Occupancy. 1 5. Final executed and dated Cost Certification, if available, OR,


C-2 LEGAL US W #89584122.3


Final Sources and Uses of funds.

16. Executed Architect's Certificate of Corrpletion. 17. [Additional I terns] 18. Contact information for company handling bi 11 i ng statements:

Corrpany: Address: Attention: Phone: Fax: Email:

19. TCAC Final Reservation Letter (awlies to 9'/4 deals only) or IRS Form 8609, if available.

20. Audited year-end financial statements for the two (2) most recently ended fi seal years, to include the balance sheet, income statement, statement of changes, and all other notes and schedules that are needed to fully reflect the financial condition of the parties I i sted bel cw.

I f audited fi nanci al statements are nct custornari I y p-epared, the chief executive wi 11 need to certify and date the statements, AND, Federal tax returns for the two (2) most recent years and bank statements for the three (3) most recent months wi 11 be required.

1. ____________ ("Borrcwer"), if available. If nct available, please prcwide letter of explanation.

2. ____________ ("General Partner") 3. ____________ ("Managing General Partner") 4. Sponsori{)eveloper, if required b,' loan officer

21. Year to Date Financials for: 1. Borrcwer 2. General Partner 3. Managing General Partner 4. Sponsori{)eveloper, if required b,' loan officer

22. Current p-eliminary title report, together with: i) a plat map and fl ctted easements, (ii) copies of al I underlying exception documents, and (iii) an AL TA Lender's Supp ement in regard to the p-operty address. Please have this item expedited in order for us to review as early in the process as possible.

CCRC WILL REQUIRE A DATE-DOWN OF THE


C-3 LEGAL US W #89584122.3


PRELIMINARY TITLE REPORT PRIOR TO ORDERING FUNDS

23. Executed loan documents with (i) the _______ ("Sulx:Jrdinate Lender 1") in cmnectim with a loan made to BorrOvVer by the City/Agencyi()ther lender for the Pro~rty in the annunt of $ __________ ; (ii) ___________ ("Suoordinate Lender 2") in connectim with a loan made to Borrcwer by City /Agency /Other lender for the Pro~rty in the amount of$ ___________ ; [(iii) Additional subordinate lenders.]

Pease prcwide copes of the follOvVing for each loan: 1. Promissory Note, 2. Loan Agreement (if any), 3. Deed of Trust, Regulatory Agreement (if any), 4. AHP Subsidy Agreement with the Federal Home Loan

Bank ("FHLB") (if app ical:fo), together with the FHLB's Project Evaluation Form, and

5. Any other ~rti nent documents.

In addition, please pravide any amendments to any of the loan documents prcwided at constructim loan close; and the abave loan documents for any new loan received since cmstruction loan close.

24. Contact i nformati m for each sulx:Jrdi nate I ender:

Lender: Address: Attention: Phone: Fax: Email:

25. Cop,,t of executed Regulatory Agreement with the California Tax Credit Allocation Committee ("TCAC"), if available. Ncte: if this hasn't recorded yet, pl ease advise status of when you anticipate recording. CCRC will need to obtain a suoordination agreement if the agreement records prior to cl osi ng.

26. Cop es of any agreements and amendments regarding this transactim between the oorrOvVer and gcwernment agency including restrictive ccwenants, and any written comrritments from the I ocal housing authority regarding the set aside of Section 8 certi fi cares, including assignments of each document.

This also ~rtains to any agreements and/or cavenants which: i)


C-4 LEGAL US W #89584122.3


are as of yet unrecorded that are nct intended to be unsubordi nated; and ii) run with the land but will be subordinated.

27. Certified As-Bui It Survey (AL TA) shavving the location of all imp-avements, easements, and utilities, with a legal description conforming to the ti tie policy. The survey must be dated not more than one month prior to Closing, must be certified to California Community Reinvestment Corporation, its Successors and Assigns ( see attached certi fi cation I anguage required) and must attest to the existence or non-existence of a Flood Hazard area on the property. PL EASE AL SO PROVIDE A COPY OF THE SURVEY TO THE TITLE OFFICER.

28. Purchase Option and Right of First Refusal, if any. 29. Nctice of Competion of all construction work, validly filed with

the County Recorder's office. 30. Written Certification from Tax Credit Investor (the" Investor

Limited Partner") evidencing that 90'/o of Captal Contributions have been funded, or wi 11 be funded b,' the Permanent Loan Closing date:

a Total Capital Contributions from Investor Limited Partner (to date and future);

b. Pay-in schedule (indicate which payments have been made to date) and pay-in amount at Permanent Loan Closing.

31. Cop,,t of the fully executed and dated Amended and Restated Limited Partnership Agreement of Borravver (the" L PA"); and the Contri buti on /f undi ng Agreement, i f a separate agreement. [ Cop,,t of any amendments to that certain A mended and Restated L i mi ted P artnershi p Agreement of B orravver ( the " L PA") dated

.] 32. LP-1 and LP-2 (if any) filed with the Secretary of State. 33. Cop es of the Articles of I ncorporati on and Bylaws, or Articles

of Organization and Operating Agreement, as the case may be, of the fd lavving entities:

1. 2.

[Any amendments to the f d I avvi ng formation documents p-eviously received for [name of entity(ies)]: _________ ]

34. Corrpl eted Request for Tax I denti fi cation N urrber and Certification (IRS FormSS-4orW-9) for Borravver, General Partner and Managing General Partner


C-5 LEGAL US W #89584122.3


35. I ntemal Revenue Service 501 (c)(3) Determination Letter issued to M anagi ng General Partner

36. Franchise Tax Board Exemption Letter awarded to Managing General Partner

37. ARTICLE lDELETE THIS ITEM FOR SEAMLESS CLOSINGS

Cop es of the Board R esol uti ons authorizing the lx:Jrravvi ng of funds forthe follcwi ng entities:

1. General Partner 2. M anagi ng General Partner

38. Current annual report for Limited Partner. 39. Hazard Insurance Pdicy in accordance with CCRC's insurance

requirements as outlined in Addendum B. Please Note: Any insurance rxilicy that will exp re within 30 days of Closing rnust be renewed for the term prior to CI osi ng.

40. A third party review of the Phase I Report is required and will be ordered by CCRC at Borravver's expense. The cost of the Phase I review will be approximately $600.00. [CCRC will request the construction lender's environmental review. If we are unable to obtain, CCRC will order an environmental review at the Borravver's expense. The cost of the Phase I review will be approximately $600.00.]

41. Certificates of Good Standing frorn: (i) the Secretary of State for Borravver, General Partner and Managing General Partner; and (ii) from the Franchise Tax Board for General Partner and Managing General Partner. (Please do not order this item until we have instructed you to do so. Certificates rnore than 14 days d d wi 11 nct be accep:ed.

42. Opnion of Counsel letter from Borravver's counsel will be required at closing.

43. Contact information for the Limited Partner:

LP: Address: Attention: Phone: Fax: Ernail:


C-6 LEGAL US W #89584122.3

EXHIBITD

FORM OF CERTIFICATE OF BANK

The undersigned, BANK OF AM ERICA, N.A., a national banking association ("Bank"), herel:Jy rep-esents and warrants as set forth belcw to CALIFORNIA COMMUNITY REINVESTMENT CORPORATION, a California nonprofit pullic benefit corporation ("CCRC"), as of the date hereof, as an inducement to CCRC to purchase the Bonds, as defined in that certain Bond Purchase Agreement ammg CCRC, Bank and CAC West, L.P., a California limited partnership(" B orravver"), dated as of May 3, 2017 (the" Bond Purchase Agreement"). All captalized terrns nct ctherwise defined herein shall have the sarne definition as set forth in the B ond Purchase Agreement.

1. Other Representations and Warranties. The representations and warranties set forth in this Certificate of Bank ("Certificate") are in addition to, and not in substitution for, the representations and warranties of Bank set forth in the Bond Purchase Agreement, all of which (a) are deemed rnade as of the date of this Certificate lJy Bank, and are incorporated into this Certificate as if expressly restated in this Certificate, and (b) are true and correct as of the date of this Certificate.

2. Entire Agreement. The Bond Purchase Agreement and the Assigned Loan Documents, full and complete copies of each of which have been furnished to CCRC, constitute the entire agreement arnong the parties thereto with respect to the matters set forth therein, and there are no agreements, understandings, warranties or rep-esentati ons with respect to the rnatters set forth therein except as specifically deli neared in the foregoing documents. There has nct been any written, oral or other rnodi fi cation, waiver, rel ease, cancel I ati on, extension or other change in any of the terrns, cavenants or condition in the Assigned Loan Documents or the obi i gars thereunder without the prior written consent of CCR C.

3. No Release or Subordination. There has been no release or subordination of Bank's interest in the Deed of Trust or Bank's respective interests in any of the other col I ateral for the Bank Loan underthe Assigned Loan Documents.

4. Sole Owner and H d der. Bank is the sd e I egal and beneficial avvner and holder of the Bands and each of the documents executed lJy B orravver which rel ate thereto, with the sole and absolute pavver and authority to sel I and transferthe Assigned Loan Documents to CCR C.

5. Amount Outstanding. The principal indelXedness outstanding under the Bonds is $ ___________________ and interest is paid through __________________ , 201__.

6. No Obligation to Make Further Disbursement. The Bank Loan is fully disbursed and there is no rernai ni ng oll i gati on on the part of Bank to disburse any further surn in connection with the Bank Loan.

Exhibit D to Bond Purchase Agreement

D-1 LEGAL US W #89584122.3

7. No Kncwn Default. To the actual kncwledge of Bank, without investigation IT

inquiry, there is no uncured default or any facts IT circumstances which, with due notice andpr lapse of time, would constitute a default, with respect to the Bank Loan.

BANK OF AMERICA, N.A., a nati anal banking association

By: ------------Name: ------------Tit I e: -------------

Exhibit D to Bond Purchase Agreement

D-2 LEGAL US W #89584122.3

EXHIBITE

FORM OF BORROWER'S CERTIFICATE

The undersigned, CAC WEST, L.P., a CalifITnia linited partnership ("BITravver"), herel:Jy represents and warrants to BANK OF AM ERICA, N.A., a national banking association ("Bank"), and to CALIFORNIA COMMUNITY REINVESTMENT CORPORATION, a California nonprofit pullic ~nefit corpcration ("CCRC"), and their respective successcrs and assigns, as of the Conversion Date, the follcwing. All capitalized terrns nct otherwise defined herein shall have the sarrE definition as set forth in the Loan Documents.

1. Other Representations and Warranties. The representations and warranties set forth in this BITrcwer's Certificate ("Certificate") are in addition to, and not in substitution for, the representations and warranties set forth in the Loan Documents, al I of which ( a) are deemed rrade as of the date of this Certificate lJy the B orravver, and are incorporated into this Certificate as if expressly restated in this Certificate, and (b) are true and correct as of the date of this Certificate.

2. No Defenses. There are no defenses, offsets, countercl ai rns or cl ai rns that B ITrcwer rnay have relating to the Note, the Deed of Trust or the cther Loan Documents.

3. Entire Agreement. The Bond Documents and Loan Documents constitute the entire agreements among the parties thereto with respect to the rratters set forth therein, and there are no agreements, understandings, warranties IT representations with respect to the rratters set forth therein except as specifically delineated in the foregdng agreements.

4. No Kncwn Default. Borravver affirms that there is no uncured default or any facts IT circumstances which, with due notice andpr lapse of time, would constitute a default, with respect to the Bank Loan.

5. No Release or Subcrdination. There has ~en no release IT subcrdination of Bank's interest in the Deed of Trust Bank's respective interests in any cther cdlateral under the Loan Documents.

6. Authority JE nf ITceabi I ity. B orravver is in cornp i ance with al I I aws and regulations appicable to its organization, existence and transaction of business and has all necessary rights and pavvers to avvn and develop the Property and I rnprcwements, including, without linitation, all laws and regulations with respect to the creation, continued effectiveness and availablity of Tax Credits.

7. Binding Obligations. BITrcwer has the pcwer and authority to perfITrn all its obligations under the Loan Documents. The Loan Documents and such olligations therein are valid and binding oll i gati ons of B orrcwer.

8. Formation and Organizational Documents. Borravver has delivered to Bank and CCRC all forrration and organizational documents of BITravver, of the general partners, jdnt venturers IT mern~rs of Borravver, if any, and of all guarantors of the loan, if any, and all such

Exhibit E to Bond Purchase Agreement

E-1 LEGAL US W #89584122.3

fcnrati m and ITgani zati anal docurrents remain in ful I force and effect and have not been arrended or modified since they were delivered to Bank and CCRC. BITrcwer shall imrrediately p-avide Bank and CCRC with copies of any arrendrrents or modifications of the formatim or ITgani zati anal docurrents.

9. No Violation. Borrcwer's execution, delivery and performance under the Loan Docurrents do not: (a) require any consent or appraval nct heretofITe obtained under any partnership agreerrent, operating agreerrent, articles of incorporation, bylaws or cther docurrent; (b) violate any gavemrrental requirerrent appicable to the Property and lmprCNerrents IT any cther statute, law, regulation or ITdinance or any order or ruling of any court or gavemrrental entity; (c) cmflict with, or cmstitute a breach or default or pernit the acceleration of obligations under any agreerrent, contract, I ease IT other docurrent by which the B ITrcwer is or the Property IT I mp-averrents are bound or regulated; IT ( cl) viol ate any statute, I aw, regulation or ITdi nance, IT any order of any court or gCNemrrental entity.

10. Compliance with Laws. Borrcwer has, and at all tirres shall have obtained, all permits, licenses, exemptions and appravals necessary to occupy and operate the Property and I mpraverrents, and shal I maintain compliance with al I gCNemrrental requi rerrents app i cable to the Property and lmp-averrents and all other applicable statutes, laws, regulations and ITdinances necessary fIT the transaction of its business, including, without linitation, all laws and regulations with respect to the creation, continued effectiveness and availability of Tax Credits.

11. Litigation. Exce[X as disclosed to Bank and CCRC in writing, there are no claims, actions, suits IT proceedings pending, or to B orrcwer' s kncwl edge threatened, against B ITrcwer IT affecting the Property or I mp-CNerrents.

12. Financial Condition. All financial staterrents and information heretofore delivered to Bank and CCRC by Borrcwer, including, without limitation, information relating to the financial condition of Borrcwer, the Property, the lmp-averrents, the partners,jdntventurers IT rrembers of B orrcwer, andpr any guarantors, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. BITrcwer ackncwledges and agrees that Bank IT CCRC may request and obtain additional infITmatim from third parties regarding any of the abave, including, without linitation, credit reports.

13. V d untary Bankruptcy. B orrcwer or any general partner of the B ITrcwer have not: (i) filed a petitim for relief under the Bankru[Xcy Code, or under any other p-esent or future state or federal law regarding bankru[Xcy, reorganizatim IT other debtor relief law; (ii) filed a peading IT an answer in any involuntary p-oceeding under the Bankru[Xcy Code or other delXIT relief law which admits the jurisdiction of the court IT the petitim's material allegations regarding insolvency of the B orrcwer IT any general partner of the B orrcwer; (iii) made a general assignrrent fIT the benefit of creditors; IT (iv) applied for, IT suffered the appointrrent of, a receiver, trustee, custodian or Ii qui datIT of B orrcwer ( or any general partner of B orrcwer) IT any of thei r p-operty.


E-2 LEGAL US W #89584122.3

14. I nvol untary Bankruptcy. B orrcwer or any general partner of B orrOvVer has nct failed to effect a full disrrissal of any involuntary ~titian under the Bankruptcy Code or under any other debtor rel i ef I "iNv that i s fi I ed agai nst B orrOvVer or any general partner of B orrOvVer or i n any way restrains or limits BorrOvVer or any general partner of Borrcwer, or Bank or CCRC, regarding the Permanent Loan, the Pro~rty or the I mr:n:wements, p-i or to the earlier of the entry of any court order granting relief sought in such involuntary ~titian, or thirty (30) days afterthe date of filing of such involuntary ~tition or the Conversion Date.

15. No Material Adverse Change. There has been no material adverse change in the financial condition of Borrcwer since the dates of the latest financial statements furnished to Bank and, exce[X as otherwise disclosed to Bank and CCRC in writing, Borrcwer has not entered into any material transaction which is not di sci osed in such financial statements.

16. Accuracy. All reports, documents, instruments, information and forms of evidence delivered to Bank concerning the Bank Loan or security for the Bank Loan or required b,' the Loan Documents are accurate, correct and sufficiently compete to give Bank and CCRC true and accurate knOvVI edge of their suqj ect matter, and do not contain any rri srep-esentati on or materi al orri ssi on.

17. Certification of Unit Mix. BorrOvVer certifies the unit affordability rrix for the Pro~rty and the I rrpravements is current and is in comp i ance with the regulatory agreement executed with TCAC.

18. Tax Liability. BorrOvVer has filed all required federal, state, city and municipal tax returns and has paid al I taxes and assessments cwed and payable, and B orrcwer has no knOvVledge of any basis for any additional payment with res~ct to any such taxes and assessments.

19. Americans With Disabilities Act Compiance. The lmpravements have been designed and constructed and completed, and thereafter maintained, in strict accordance and full compiance with any appical:fo requirements of the Americans With DisablitiesAct, of July 26, 1990, Pub. L. No. 101-336, 104stat. 327, 42 U.5.C. § 12101, et. seq., asarnendedfromtimeto time.

[Remainder of Page Left Intentionally Blank.]


E-3 LEGAL US W #89584122.3

CACWEST, L.P., a California Ii rri ted partnership

By: CAC West, LLC, aCalifrrnia limited liablity company, itsAdrninistrative General Partner


By: WCH AffcrdableXXII, LLC, aCalifrrnia limited liablity company, its Managing General Partner

By: Western Cornrnunity Housing, Inc., a California nonprofit pullic ~nefit corpcration, its Sole M ern~r and Manager

By: Sandra G i boons Executive Vice President and CFO


E-4 LEGAL US W #89584122.3

EXHIBITF

CONDITIONS TO PURCHASE OF BONDS

In addition to those conditions precedent set forth in Section 3.1 to the Bond Purchase Agreement, CCR C's obligation to purchase the Bonds atthe Conversion Date shall be suqject to the fdlavving specific conditions precedent:

(a) Execution of Loan Documents. B orravver shal I have duly executed or caused to be executed, and delivered to CCRC, all Assigned Loan Documents described in Exhibit B of the Assignment and Assump:ion, together with any and all exhibits, schedules or attachments required by or referenced in such Assigned Loan Documents.

(b) Recordation of Documents. All Loan Documents which, by their express terms, are required to be recorded, and if required by CCRC, the Assignment and Assumption, must be duly recorded.

(c) Security Interest. CCRC shall be in a position to have a first priority perfected security interest in the Property, and B orravver shal I execute any and al I financing statements and fixture fi Ii ngs required in connection therewith, which financing statements shal I have been fi I ed in the appropriate office therefor.

( cl) F ul I Performance of Cavenants and Requirements. B orravver shal I have performed or satisfied all of its cavenants and obligations required by the Bond Purchase Agreement.

(e) Survey. The Title Policy (as defined belcw) shall pravide Form 1 caverage, and shall exclude the general survey exception(s) of Title Company. Borrcwer shall have pravided an AL TA survey of the Property complying with all appicable AL TAJNSPS requirements, as reasonably determined by CCRC. Such survey shall: (i) be subject to the apprOJal of CCRC; (ii) be prepared and certified to CCRC and CCRC's title insurer by a registered land surveyor appr0.ted by CCRC (using a form of certi fi cation acceptable to CCR C i n its sole di screti on) ; ( i i i) be dated or recerti fi ed nct more than one month prior to the Conversion Date; (iv) be in compliance with the mostcurrent minimum detail requirements for land title surveys adopted by the American Land Title Association and National Society of Professional Surveyors; (v) shew the asbuilt location of all lmpravements, easements, and utilities, with a legal description conforrring to the Title Policy; (vi) estallish that all lmprOJements are within the title I ines; (vii) include the total square footage of the land area of the Land; (viii) attest to the existence or non-existence of a Flood Hazard Area on the Land; and (ix) caver such other matters as are reasonably required by CCR C.

LEGAL US W #89584122.3

a) Ag;iraisal. Priortothe Bank Loan Closing, CCRC shall have received an appraisal that is accurate and in conformity with the Financial Institutions Reform, Recavery and Enforcement Act of 1989 and cther applicalle laws and regulations ("Appraisal") of the Property (and the

Exhibit F to Bond Purchase Agreement

F-1

p-oject to be developed therem) in form and substance, and from a qualified real estate awraiser, satisfactay to CCRC in its sole discretion. CCR C may engage the app-ai ser using CCR C's standard form app-ai sal engagement letter, or atthe option of CCRC, CCRC may elect to rely upon Bank's app-ai sal as the "A pp-ai sal" after an independent review thereof 0\/ a third party cmsultant selected 0\/ CCRC. All costs and expenses associ ated with the A pprai sal ( and the revi e,v of the A pp-ai sal) shall be lx:Jrne 0\/ Borrcwer. In addition, priortoConversim, CCRC shall have the right to commission an update to the Appraisal, or an entirely new app-ai sal, at CCRC' s discretion, together with a third party review of such updated or ne,v awraisal, which shall be obtained and reviewed entirely at BorrOvVer' s expense. Any Appraisal or update thereof used 0\/ CCRC shal I report (i) a restricted-rent market value of the Property such that, based on the app-ai sed market value at stabi Ii zed occupancy using project based subsidy rents forthe forty (40) Project units suqject to the HAP Cmtract, the loan-to-value ratio shall not be more than eighty percent (80'/o); and (ii) adecmtrdled market value of the Property such that, based upm the decmtrol--rent market value, the I oan-tcxlecontrol value ratio shal I not be more than one hundred percent ( 100'/o). "Decontrol value'' shall mean the estimated value after a loan foreclosure based upon Section 42(n)(b)(e)(ii) of the Code, as amended, assuming restricted rents to market rents ewer the three year deregulation period. B orrcwer ackncwl edges that CCR C shal I be entitled to enforce such appraisal-related requirements as are app icable to Fannie Mae or CCRC' s commercial bank members from ti me to ti me under awl i cable I ctNs and regulations.

(f) Title Insurance. The Title Company shal I be p-epared to issue, as of the Conversion Date, either a new full AL TA extended caverage lender's policy of title insurance (Form 2006), or a rewrite of the LP-10 construction lender's pd icy issued in favor of Bank with respect to the Bank Loan as a full AL TA extended ccwerage lender's policy of title insurance (Form 2006) in favor of CCRC (in either case, the "CCRC Title Policy"), as follOvVs:

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(1) The CCRC Title Policy shall be issued in such amount as may be requested 0\/ CCRC, but in no event more than $1,954,100.00;

(2) The CCRC Title Pdicy shall insure that the Deed of Trust, including any modificatims thereto, constitutes a first and prior lien upon B orrcwer's I easehd d interest in and to the Property, including, without Ii mitati m, any easements appurtenant thereto, and B orrOvVer' s fee interest in and to the i rnpravements, fixtures, and awurtenances thereon;

(3) Any taxes, or suppemental taxes or assessments listed in the CCRC Title Policy must be shewn as a "lien not yet due and payalle," and such taxes and assessments must not be delinquent. There can be no due


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but unpaid, or delinquent taxes or assessments shewn in the CCRC Title Policy.

(4) There is to~ no arbtration clause in the CCRC Title Pd icy (Title Company will issue an AL TA 21 / CL TA 110.1 endorsement to remoJe standard arbtration prcwisions).

(5) Schedule A (Nanne of Insured) of the CCRC Title Policy shall refer to "California Community Reinvestment Corporation, a California nonprofit public ~nefit corporation, its successors and assigns, as their interests rnay appear." Schedule A ( I nsured Mortgage) should al so indicate that the ~nefi ci al interest in and to the I nsured Mortgage has ~en assigned to CCRC pursuant to an Assignment and Assumption of Deed of Trust and Loan Documents by and ~tween Bank as assignor and CCRC as assignee. In addition, Schedule A should indicate that Title Company has ~en substituted as the trustee under the Deed of Trust pursuant to a Substitution of Trustee.

(6) Schedule B, Part I of the CCRC Title Policy shall~ subject only to (w) taxes and assessments for the then-current fi seal year (a I ien not yet due and payable), (x) any specific survey exception forthe as-built AL TA survey to~ pravided (with a 103--series endorsement as required by and in forrn apprcwed by CCRC), (y) those iterns shewn in Schedule B, Part I of the ti tie insurance pd icy in favor of Bank issued at the closing of the Bank Loan (the "Bank Title Policy").

(7) Schedule B, Part II of the CCRC Title Policy shall reference, as junior and subordinate to the Ii en of the Deed of Trust, only the fol I cwi ng: (a) those iterns shewn in Schedule B, Part 11 of the Bank Title Pd icy; (b) such other subordinate documents, instruments and agreements as CCRC rray apprcwe in writing; and (c) rights of tenants as tenants only under written residential leases, without any rightto acquire all or any portion of the subject property.

(8) The CCRC Title Policy shall contain the fdlcwing endorsements: AL TA 3.1 Zoning including parking; AL TA 6 Variable Rate; AL TA 8.1 Environmental ; ALT A 9 Comprehensive, unrnodi fi ed; ALT A 10.1 Assignment of Mortgage with Priority [if necessary]; AL TA 17 Access and abut; ALTA 17.2 Utility Access; ALTA 18 Separate Tax Parcel; ALTA 19 Contiguity, AL TA 22 Address; ALTA 24 Doing Business As; AL TA 25 Survey; AL TA 26 Subdivision; AL TA 27 Usury; AL TA 28 Easement [if necessary]; ALT A 3 7 Assignment of Rents or Leases; ALT A 39 Policy Authentication; CLTA 103.5 Water Rights; CLTA 112 Bondholder; Special: Deletion of Arbitration pravisions (paragraph 13 of Conditions); CL TA 112.1 Bondholder; CL TA 101.2 or CL TA 101.6 Mechanics' Liens/NcticeofCornpetion; ALTA 13.l--Q6(Leasehold). The


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CCRC Title Policy and each endorserrent, shall ~inform and substance sati sfactory to CCR C i n its sole di screti on;

( 9) No addi ti anal matters, whether p-i or or subordinate to the Ii en of the Deed of Trust, are to~ shewn on the CCRC Title Policy without the express authorization of CCRC or another assignee of Bank. The CCRC Title Policy and each endorserrent, shall ~ in form and substance satisfactory to CCRC in its sole discretion.

(10) No general survey excep:ion shall ~ allavved in the CCRC Title Policy.

(11) The CCRC Title Pd icy must have Form 1 cOJerage with respect to street i mpraverrents.

( 12) There shal I ~ no addi ti anal cost associated with the i ssuance of the CCRC Title Policy, the attachrrent to the CCRC Title Pd icy of all relevant endorserrents that are contained in the L P-1 O ti tie policy issued to Bank, and the attachrrent to the CCRC Title Policy of all endorserrents that are referred to herein, unless ctherwise agreed to by CCRC in writing. Borrcwer shall pay the p-emiums forthe CCRC Title Policy and all of the costs and expenses incurred by the Title Company in compying with this Agreerrent or CCR C's title requirerrents.

(g) Hazard Insurance. CCRC shall have received evidence of all policies of insurance, required under any of the Loan Docurrents. All policies of insurance shall ~ issued by companies having a Best's rating of at I east A-'X and shal I ~ in such amounts, policy forms and caverage satisfactory to CCRC in its sde discretion. If Borravver has obtained or is obtaining earthqualke or terrorism insurance ~cause of (x) the requi rerrents of B orravver' s G averni ng A greerrent ( or the requi rerrents of the parties thereto), (y) the docurrents evidencing, securing or executed in connection with any of the Subordinate Loans, or (z) for any other reason, then B orrcwer must di sci ose in writing to CCRC the amount of such insurance, the term of said insurance, the insurance carrier, the amount of said insurance's prerri urns, and any other information reasonably requested by CCRC, and shall p-avide evidence of such insurance pd icy.

(h) Compliance with Legal Requirerrents; Licenses. Borravver shall have furnished to CCRC evidence satisfactory to CCRC establishing that the Property and the intended uses thereof fully comply, and will comply throughout the period comrrencing on the Conversion Date and extending to the Term Loan Maturity Date (as defined in the Ncte), such period ~ing herein referred to as the "Term of the Loan," with all appl i call e zoning, subdivision, envi ronrrental, planning, bui I ding and other gavernrrental laws, ordinances, codes, regulations, orders and all Requirerrents (as defined in the Supplerrental Agreerrent). Such evidence may include at CCRC's option, without limitation, a certificate of Borrcwer, or a certificate or certificates of completion


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of all on-site and off-site i rrpraverrEnts to the Land. Borravver shall furnish to CCRC all Licenses (as defined in the SupplerrEntal AgreerrEnt) existing as of the Conversion Date.

(i) PayrrEnt of Fees and Costs. Borravver shall have paid any loan fee due to CCRC, and all other costs and expenses of CCRC in connection with the Loan, including attorneys' fees, in accordance with the SupplerrEntal AgreerrEnt.

U) Hazardous Substances. CCRC shall have received, reviewed and apprCNed a Phase I EnvironrrEntal Report (the "Phase I") for the Project that states, without I irritation, that there is no evidence of recognized environrrEntal conditions at the Project site. CCRC shall have received, no less than thirty (30) days prior to the Conversion Date, (i) if required 0\/ CCRC, an update of the Phase I that uses then-current ASTM standards in favor of CCRC dated no earlier than six (6) months prior to Conversion (the Phase I, any update of the Phase I and any Phase 11, if required, together with any necessary supperrEntal reports, surveys, or recornrrEndations, are hereinafter collectively referred to as the "E nvi ronrnental Reports"), prepared 0\/ an envi ronrrEntal consultant satisfactory to CCRC in its sole discretion, stating that there is no evidence of recogni zed envi ronrrEntal conditions atthe Project site.

Any rerrEdiation or other environrrEntal work required forthe Property disclosed in, or in connection with, the EnvironrrEntal Reports, including, without limitation, any rerrEdiation, clean up or work determined 0\/ CCRC to be necessary to assure compliance with all applicable statutes, codes, laws, regulations and ordinances to assure consistency with the assumptions as to the absence of any such problems, or to assure CCRC of the nnarketablity of the Property and the Loan, shall have been completed and apprCNed 0\/ CCRC's environrrEntal consultant no less than thirty (30) days before the Conversion Date. Moreaver, CCRC shall always have at least fifteen (15) days to review any new EnvironrrEntal Report delivered to CCRC before CCRC shall have any duty to respond or to fund the Permanent Loan at Conversion Date. A 11 of the E nvi ronrrEntal Reports shall have been paid for 0\/ Borrcwer priorto the Conversion Date, and CCRC shall have obtained a third party review in favor of CCRC of the new Phase I or any other E nvi ronrrEntal Report, at B orravver' s expense. I n addition to the foregoing, at al I ti ITES

whi I e any portion of the indebtedness evidenced hereO)I is outstanding, B orravver shal I talke al I actions necessary to insure that the Property rernai ns in ful I compliance with al I existing and future federal, state and I ocal envi ronrrEntal I aws, codes, statutes, rules, regulations and ordinances.

(k) Ag:iraval of Financial Condition of Borravver. CCRC shall have received and appraved: (i) audited financial staterrEnts for the two (2) most recently ended fiscal years of Borrcwer if then available, (ii) audited financial staterrEnts, (or certified, if audited staterrEnts are not customarily prepared) comrrEncing with the closing of the Loan to the most recently ended fiscal year(s) of each of Meta Housing Corporation, a California corporation ("Sponsor"), and each of Borravver's general partners, together with the respective successors in interest to any such general partners and any other general partners hereafter admitted to Borravver (hereinafter referred to as the "General Partners''); havvever, there is no implication that Borravver shall be permitted to adrnit


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successcr general partners or new general partners except in accordance with the terms of the Loan Documents; and (iii) verifications of credit and accounts for BorrOvVer, Sponsor and the General Partners. B orrcwer acknOvVI edges that, i n addi ti on to CCR C' s OvVn underwriting criteria, CCRC ITTl.Y evaluate such inforITTl.tion and ITTl.tters from the perspective of Fannie Mae and cther potential purchasers of the Loan Documents.

(I) Affordability CCNenants; Sulx:Jrdinate DelX. Except for the Prior Restrictions (as defined in the Supplemental Agreement), such excep:ions as have been apprCNed by CCRC or as otherwise pravided herein, at the Conversion Date, there shall be no I oan documents, security documents, regulatory agreements, use agreements, lx:Jnus agreements, conditions, cCNenants, restrictions or other encuni:Jrances against the Property senior in priority to the Ii en( s) to secure the Loan. B orrOvVer shal I subni t to CCRC executed copes of each loan, restriction, regulatory or cavenant agreement affecting the Property, and CCRC shall have apprCNed of the form and content of each in its sole discretion. BorrOvVer shall also subnitto CCRC subordination agreements for the benefit of CCRC sulx:Jrdinating to the Loan and the Loan Documents any loan, restriction, regulatory or cCNenant agreement affecting the Property, including, without limitation, all rights of the Sulx:Jrdinate Lenders (as defined in the Supplemental Agreement) with respect to each respective Subordinate Loan, which subordination agreements shall be in form and substance accep:able to CCRC in its sole discretion. CCRC acknOvVledges and agrees that as of the date of this Agreement, it has apprCNed the Sulx:Jrdinate Loan Documents (whether existing or to be executed and delivered concurrently with the Bank Loan Closing) and subordination agreements relating to the Sulx:Jrdinate Loans. All of the Sulx:Jrdinate Loans shall have been ITTide to Borrcwer. Other than the S ubordi nate Loans, there shal I be no fi nanci ng obi i gati ons subordi nate to the Loan.

In addition, all rights of first offer, rights of first refusal, purchase options and si ni I ar rights, options or arrangements with respect to al I or any portion of the Property andpr all or any portion of any person's or entity's interest in the BorrOvVer shall have been subordinated to the Deed of Trust and the other Loan Documents by sulx:Jrdi nation agreements each in form and substance satisfactory to CCRC in all respects, which subordination shall have been fully executed and delivered by all parties that CCRC determi nes to be necessary or appropriate i n the exerci se of its busi ness judgment.

Nctwithstanding the foregdng, the Loan Documents, including any lien created to secure the Loan, shall be expressly subordinate and subject to the Bond Regulatory Agreement and other Prior Restrictions.

(ml Pro~rty Management. Solari Enterprises, Inc. (the "Management Agent") is serving as property manager of the Property, pursuant to a management contract by and between Borrcwer and Management Agent (together with any and all management and marketing documentation prepared in connection therewith, the "Management Contract"). BorrOvVer shall submit to CCRC, prior to the Conversion Date, an executed original copy (certified as true and correct by an officer of B orrcwer) of the Management Contract, as amended, modified, or revised to date, or any contract


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that replaces in whole or in part the Management Contract, together with an estoppel certificate in respect thereof, in form appraved b,' CCRC. The Management Contract shall have been amended to limit compensation to the Management Agent to an amount not greater than $44 per unit and shall be cdlaterally assigned to Bank pursuant to the terms and conditions of the Loan Documents.

(n) Reciacement Reserves. Borrcwer shall establish, and fund the initial deposit into, the Replacement Reserve as described in that certain Replacement Reserve Agreement of even date herevvith, and B orrOvVer shal I have executed and delivered the Repacement Reserve Agreement.

(o) Ag;iraved Leases with Sulx:Jrdination Clause. BorrOvVer shall have subrritted to CCRC a copy of each ApprCNed Lease (as defined in the Supplemental Agreement), together with evidence satisfactory to CCRC that all leases and residency agreements for any apartment units or commercial space in the Project shall contain a pravision stating that such leases and each such tenant's rights thereunder are unconditionally junior and subordinate to the Deed of Trust, and CCRC shall have apprCNed in writing B orrOvVer's standard form of I ease and pr residency agreement.

(p) Taxes and Assessments; Tax Exemption. Borrcwer shall prCNide evidence that al I i nstal I ments of general real estate taxes, special taxes and assessments then due and payable, and all service charges, water and sewer charges, private maintenance charges, and cther prior Ii en charges b,' whatever name cal I eel, whether then due on the Conversion Date or within sixty (60) days thereafter, have been paid in full on or before the Conversion Date. I n addition, as of the Conversion Date, the Property must be in compiance with the requirements of any Sulx:Jrdinate Loan and TCAC, and must be exem[X (or such exem[Xion shall have been appied for) from all real property taxes ( cther than the I ocal assessment district assessments for which no exemption is statutorily avai I able) and such exemption must be maintained for the term of the Loan. B orrOvVer shall prCNide CCRC with whatever proof of such exemption as CCRC may require. In the event that ad valorem taxes, special assessments or community facilities districts are levied that were nct identified atthe time of permanent commitment, or in the event any direct assessments are levied which are in excess of $150 per unit, the Loan amount may be adjusted in CCRC's sole and reasonablejudgment.

(q) Site Inspection. Results of any site inspection undertaken b,' CCRC prior to the Conversion Date shall have been satisfactory to CCRC in its sde discretion.

(r) Rent Roll and Lease Up. The BorrOvVer shall have submitted to CCRC a certi fi ed rent rol I and evi dence sati sfactory to CCR C that the B orrcwer has a chi eved, for the Property: (1) annual gross pctential income for all units, excluding the managers' unit(s), of at least $8%, 172.00, (2) ninety-five percent (95%) of projected gross income for all 80 units, according to actual signed residential leases, such that annualized rental income shall be at least $851,363.00 for at least ninety (90) consecutive days immediately pri orto Conversion, (3) ninety-five percent ( 95%) of projected gross income according to actual residential occupancy of all 80 units, pursuant to such signed


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residential leases, such that annualized rental incane shall ~ at least $851,363.00 for at I east ninety ( <xl) consecutive days immediately p-i or to Conversion, ( 4) I ease-up of at I east 76 of 80 uni ts for at I east ninety ( <xl) consecutive days immediately p-i or to Conversion and occupancy of at least 76 of 80 units for at least ninety (<xl) consecutive days immediately priorto Conversion, (5) rental rates for all 80 units atthe Property shall ~ at least ten percent (lCP/4) ~lcw market rental rates (pravided, havvever, that the parties hereto acknavvl edge and agree that B orravver ITTl.Y rent Prqject uni ts at greater than lCP/4 ~lavv market rents, but CCRC shall nct consider any such excess income in its underwriting analysis), (6) verification of current utility allcwances from the local pullic housing authority or cther entity having jurisdiction aver utility allavvances, and (7) annualized income from laundry equip-nent usage which has ~en achieved p-ior to the Conversion Date shal I ~ nct I ess than $10,560.00.

(s) Completion of Construction. Borrcwer shall have subnitted evidence sa.ti sfactory to CCR C, i n its sole di screti on, pertai ni ng to the sa.ti sfactory completion substantially in accordance with pans and specifications therefor apprCNed 0\/ CCRC in advance, and 0\/ a general contractor for the construction thereof app-CNed 0\/ CCRC in advance (and CCRC shall have ~en advised of and shall have appraved in advance, all deviations from such fl ans and specifications and al I revisions thereto in accordance herewith) of all construction work ~ing undertaken at the Land or in respect of the Property, including, without limitation, (i) a filed valid Notice of Completion, (ii) competion of all punchlist items, (iii) signed lien releases from all mechanics and ITTl.terialmen, (iv) architect's certificate of completion, (v) a statement from Borravver certifying that the num~r of units has not changed and the square footage of the I mpravements has nct changed substantially from those shavvn in the fl ans previously submitted to and app-aved 0\/ CCRC, (vi) compete as-built plans and specifications for the Land and I mpravements, in such detai I, and with such drawings and certifications, as CCRC ITTl.Y require in the exercise of its business judgment, (vii) all municipal apprCNals, sign-offs or accep:ances of permits, as applicable, including without linitation a valid certificate of occupancy, and (viii) written verification from Earth Systems Southern California certifying that the recommendations pravi ded in that certain G ectechni cal E ngi neeri ng Report dated Oct~r 17, 2014 and that certain Update G ectechni cal Engineering Report dated May 24, 2016, both prepared 0\/ Earth Systems Southern California, and any other subsequent geotechni cal report, recommendation or I etter issued in connection with the Property, have ~en completed and implemented andpr i ncorporated i nto the desi gn and construction of the Property, i ncl udi ng, with out limitation, recommended on-site observation and testing of the Property, and (ix) certification from the contractor or geotechni cal engineer that no cesspools or sep:i c tank/seepage pits were uncavered during grading, and if discavered, were abandoned in accordance with current laws and regulations.

(t) Resolutions, lncum~ncy and Exerrptions. Borravver shall have delivered to CCRC a copy of Borravver's authorization, and the General Partners' resolutions, in each case certified 0\/ the approp-iate officer, partner(s) or me~r(s), authorizing and directing the execution, delivery and performance of this Agreement, the Loan


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Docurrents, that certain Indemnity Agreerrent (Bcnavver), dated as of May 3, 2017, rm.de b,' Borravver for the Bank (the "Environmental Indemnity"), and any other docurrents, i nstrurrents or agreerrents requi red thereb,', b,' its undersi gned officers on its ~half. Borravver shall cause to ~ delivered to CCRC an incum~ncy certificate in respect of the officers of each General Partner authorized to execute and deliver this Agreerrent, the Loan Docurrents and the Environrrental Indemnity, which certificate shall ~in form and substance satisfactory to CCRC. Borravver and each General Partner shall also deliver to CCRC a certified copy of their respective articles and b,'laws, operating agreerrents, and the then-current Partnership Agreerrent, and al I other forrrnti on docurrents, as wel I as a good standing certificates for B orrcwer and the General Partners from the California Secretary of State and the Franchise Tax Board. B orrcwer shal I al so deliver evidence of exem[Xi on from state franchise or i ncorre tax from the Franchise Tax Board, and evidence of exemption from federal incorre tax from the Internal Revenue Service, for any nonprofit General Partner. CCRC will accept a fi nal cost certi fi cate and I nvestor Li ni ted Partner pay-i n I etter i n I i eu of Form 8609, if such form is not available.

( u) Truth of Representations. Each of the representations, warranties, acknavvledgrrents and staterrents of fact in this Agreerrent and the Loan Docurrents, i ncl udi ng those i n the Recital s and E xhi bi ts hereto, i s and shal I remai n true and correct i n all rrnterial respects as of the date of this Agreerrent and as of the Conversion Date. B orrcwer shal I have delivered a certification in form and substance reasonably acceptable to CCR C dated as of the Conversion Date in which B orrcwer remalces the representations and warranties contained in this Agreerrent, modified as appropriate to~ accurate as of the Conversion Date, together with such additional representations and warranties as CCRC may reasonably require.

(v) Miscellaneous I nforrrntion. CCRC shall have received such accurate and compete information as CCRC rrny have reasonably requested concerning any facts, events, conditions or circumstances regarding Borravver or its partners, sharehdders, agencies, employees, investors or insiders. Each of the foregdng docurrents shall ~ in form and substance satisfactory to CCR C.

(w) No Event of Default. No default or Event of Default shall exist and~ continuing, and no event that would constitute a default or an Event of Default after the giving of ncti ce or the passage of ti rre, or both, shal I exist and ~ continuing under this Agreerrent, the Environrrental Indemnity, any of the Loan Docurrents, or any of the docurrents relating to any Subordinate Loan, on the Conversion Date.

(x) Subordinate Loans. Any and all Subordinate Loans shall have ~en rm.de, and CCRC shall have received and appraved all loan docurrents executed andftx delivered in connection with the Subordinate Loans, certified b,' the Borrcwer to~ true and correct copies thereof. Other than the Subordinate Loans, there shall ~ no loans or cther obi i gati ons subordinate to the Loan.


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(y) Tax Credits. BorrOvVer shall have received an allocation of federal lcw-income housing tax credits ("Tax Credits'') for the Pro~rty under Section 42 of the I ntemal Revenue Code of 1986 as amended frorn time to time (the "Code") from TCAC in an aggregate amount of not less than $14,629,030.00 (subject to final eligible basis tax credit ~rcentage and adjustment in accordance with the Partnership Agreement), and shall have closed the sale of such Tax Credits to a third party purchaser forthe amount of approximately $17,109,088.00 (net of fees and costs), the proceeds of which shall have been or will be invested in the Pr~rty. CCRC shall have received copies of any Annual Owner Certification prepared b,' BorrOvVer for TCAC (and, if any audit thereof uncavers deficiencies, any evidence prcwided to TCAC of the cure of such deficiencies), any other reporting BorrOvVer pravides to TCAC in connection with compliance with the Requirements, and I ntemal Revenue Service Forms 8586 and 8609, to the extent al ready issued.

(z) I nvestment. Any and al I investments or contributions required to be rnade in B orrOvVer b,' any sharehd der, general partner, or Ii mited partner of B orrOvVer shal I have been transferred to B orrOvVer in form, amount and substances satisfactory to CCR C. At I east ninety ~rcent ( 90'/o) of B orrcwer' s Ii rri ted partner's equity contributions or investment in the B orrcwer shal I have been paid as of the Conversion Date.

(aa) Sizing of Loan Amount.

(1) At Conversion, there shall be a debt service caverage ratio (the "Conversion DSCR") forthe Permanent Loan for at least ninety (90) consecutive days immediately priorto the Conversion Date forthe Pro~rty of 1.15 to 1.00 or higher. BorrOvVer understands and agrees that the amount of the CCRC Purchase Price shall be lirrited to an amount that will allOvV the Conversion DSCR to be met. If the Conversion DSCR is not met, then as a condition to CCRC' s purchase of the B ands, B orrOvVer shal I ( i) accept a I OvVer CCR C Purchase Price, or (ii) rnake principal payments (subject to and together with any applicable prepayment prerrium described in the Ncte) sufficient (in CCRC's sole but reasonable discretion) to reduce the amount of the Loan so that the Conversion DSCR is 1.15 to 1.00 or higher with res~ct to the Pr~rty.

(2) CCRC shall be entitled to modify its underwriting and/or the amount of the CCRC Purchase Price to take into account financial terms and conditions of the Partnership Agreement (as hereafter amended) andpr any Subordinate Loan Documents (as hereafter amended) that are rnore stringent than the financial requirements to which CCRC initially underwrote the Loan, including, without limitation, imposition b,' any Subordinate Lender or other party of rnore stringent AMI levels than those imposed under the TCAC Regulatory Agreement or any other regulatory agreement or restrictive cavenant executed in connection with the Prqject as of the Closing Date.

(3) Prior to Conversion, CCRC shall size the CCRC Purchase Price based upon (i) rents that are ten ~rcent (10'/4) belcw market rents or less. CCRC


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will nct underwrite to any rents greater than 10'/o belcw market rents, regardless of whether B orrOvVer is renting units at rents that are greater or nct; (ii) if any concessions are offered to I ease up the Property (whether or not they are sti 11 in effect), CCRC will considerthe effect those concessions have or ITTlY have had to rmnthly income when underwriting and sizing the CCRC Purchase Price; (iii) CCRC's underwriting has assumed that bcth the allOvVable rents and the number of uni ts at each AM I I evel required underthe terms of any regulatory agreement or restrictive cavenant executed in connection with the Property, are no more restrictive than the al IOvVable rents and number of units at each AM I level under the regulatory agreement related to the gaverni ng TCAC' s award of Tax Credits. To the extent this assumption is incorrect at Conversion, CCRC ITTlY adjust its underwriting if the size of the CCRC Purchase Price that the Property can support ITTlY be less than the committed amount of the CCRC Purchase Price, and the CCRC Purchase Price shall be resized accordingly. Borrcwer ackncwledges and agrees that recent changes to income limits for tax credit transactions ITTlY result in IOvVer allcwable affordable income at Conversion than included in CCRC's underwriting analysis as of the date of this Agreement and may result in a I ewer CCRC Purchase Price. CCRC's underwriting and the third party appraisal for the Property reviewed and appraved b,' CCRC assume that rent restrictions imposed b,' all funding sources will be subordinate to the Permanent Loan, exce[X for the Prior Restrictions (as defined in the Supplemental Agreement). In the event that such assum[Xion is nct correct, CCRC will require a revised appraisal in connection with its Conversion analysis prior to its purchase of the Bonds on the Conversion Date.

(4) Borrcwer acknOvVledges and agrees that CCRC has incorporated in its underwriting for the Project (a) the local public housing authority's utility al IOvVances, (b) the current projected compensation and fees due to the Management Agent for the management of the Project under the terms of the Management Contract as of the date hereof, which compensation is equal to 6.0'/o of effective gross i ncorne, and ( c) the general real estate taxes, special taxes, assessments, service charges, water and sewer charges, private maintenance charges and other charges for the Project, whether current or prqjected, identified b,' BorrOvVer to CCRC as of the date hereof. If different utility allcwances are used, or the compensation or additional fees (including, without limitation, bookkeepng fees) due to the Management Agent are higher than projected as of the date hereof, or the Project is suqject to additional taxes or assessments in excess of the taxes and assessments projected as of the date hereof, including, without limitation, any ad valorem taxes levied on units in the Prqject, CCRC shall be entitled to modify its underwriting for the Prqject and the amount of the CCRC Purchase Price.

(bb) Conformity with Other Requirements. Prior to Conversion, CCRC shall have received, reviewed and appraved the most current version of the Partnership Agreement and the Subordinate Loan Documents. As of the Conversion Date, the parties


F-11 LEGAL US W #89584122.3

to the Partnership Agreement and the Subordinate Loan Documents shal I have rrateri ally compied with the prCNisions thereof. The Partnership Agreement shall require that the B orrcwer' s managing general partner meet the requirements of the State Board of Equalization's Rule 140.1 and Rule 140.2.

( cc) O~rati ng Reserves. B orrOvVer shal I have established and funded the Operating Reserve (as defined in the Supplemental Agreement) in the minimum annount of $459,6<:Xl.OO in accordance with the terms of the Supplemental Agreement. All of B orrcwer' s interest in the Operating Reserve, any interest accrued or accruing thereon, and the account(s) in which those funds are held, shall ~ pledged to CCRC as collateral or security for the Loan pursuant to any documentation required b,' (and accep:able to) CCRC.

(dd) Change Orders. At all times priorto the Conversion Date, Borrcwer shall have pravided CCRC written notice of any requested change orders relating to the construction of the I mpravements which would change, modify or amend the Plans and Specifications or the construction contract for the construction of the I mprCNements: (i) in an annount in excess of $50,CXX).00 for a single change or $250,CXX).00 for all such changes; andpr (ii) cause a significant change in the size andpr nu~r of units, the scope of development, the generation of revenues or create major changes in the proposed amenities.

(ee) Supportive Services Agreement. A supportive services plan, a supportive services budget, and any and all memoranda of understanding andpr contracts for supportive services, including any and al I amendments, modifications or revisions thereto, shal I ~ pravi ded b,' B orrOvVerto CCR C pri orto Conversion. The memoranda of understanding for supportive services (cdlectively, the "Social Services Agreement"), executed b,' and ~tween Borrcwer and Mental Health America of Los Angeles or such cther supportive service pravider as is acceptalle to CCRC (in either case," PrCNider"), in connection with the supportive services to~ pravided to the residents of the Property, shall ~ revised to specify the amount payable for services under such Social Services Agreement, including any annual increases to such costs, in form and substance accep:able to CCRC. There shall ~ no default underthe Social Services Agreement that has occurred and is continuing as of the Conversion. In addition, CCRC shall ~ entitled to (i) receive an estoppel from Pravider and any other parties engaged b,' Pravider praviding supportive services under the Social Services Agreement, in form and substance acceptalle to CCRC in connection with the status of the Social Services Agreement, (ii) take assignment of the Social Services Agreement, and any and all rel ated agreements, contracts, or amendments, as addi ti anal cd I ateral for the Loan, pursuantto a form of assignment appraved b,' CCRC in writing, which assignment shall include the consent of Pravider, and (iii) file a UCC-1 Financing Statement in order to perfect its security interest in and to the Social Services Agreement.

(ff) HAP Contract Subsidy Payments. BorrOvVer shall have entered into and delivered that certain Section 8 Project-Based Voucher Program PBV Agreement to Enter Into Housing Assistance Payments Contract -New Construction or Rehabilitation


F-12 LEGAL US W #89584122.3

effective as of April 28, 2017 (the "HAP Contract"), both executed 0\/ and between Borrcwer and the Housing Authority of the County of Los Angeles, in substantially the same form delivered to and apprCNed 0\/ CCRC at construction closing, and shall have received all subsidy payments prCNided for thereunder payable to the Project as of the Conversion Date. The HAP Contract shall (i) cCNer not less than forty (40) units in the Project, (ii) be for a term of not less than fifteen (15) years, and (iii) pravide for gross rents of not less than $991.00 per month for 40 one-bedroom units. BorrOvVer acknOvVledges that CCRC has used the foregoing rent amounts in connection with its underwriting analysis of the Prqject and Permanent Loan as of the Loan Closing, and B orrcwer agrees that any I esser rent amounts actually pravi ded for in the HAP Contract rray be considered 0\/ CCRC in connection with its underwriting analysis of the Prqject and Permanent Loan at Conversion, and rray, without I irritation, result in a I ewer CCRC Purchase Price than the amount set forth in Section 2.1 (a) of this Agreement. CCRC shall not underwrite to any rents that are greater than 1 CP/4 bel CM' market rents as determined 0\/ the appraiser; pravided, hOvVever, that while CCRC's underwriting terms shall nct preclude B orrOvVer from renting units greater than 1 CP/4 bel cw market rents, any excess income will nct be considered 0\/ CCRC in its underwriting analysis. The HAP Contract and subsidy payments pravi ded for thereunder shal I have been cd I ateral ly assigned to CCRC, whether pursuant to the assignment thereof under the Assignment and Assumption or 0\/ a separate col I ateral assignment executed 0\/ B orrOvVer directly in favor of CCRC and consented to 0\/ the Housing Authority of the County of Los Angeles. Prior to Conversion, CCRC shall have the right to commission an appraisal or market rent study for the Property, at CCRC's discretion, together with a third party review of such appraisal or market rent study, in order to reevaluate market rents for the Property, which shall be obtained and reviewed entirely at BorrOvVer' s expense.

(gg) Transition Reserves. Concurrently with Conversion, BorrOvVer shall have established the Transition Reserve (as defined in the Supplemental Agreement) in the rrinirnum annount of $142,138.00 in accordance with the terms of the Supplemental Agreement. All of BorrOvVer's interest in the Transition Reserve, any interest accrued or accruing thereon, and the account(s) in which those funds are held, shall be pledged to CCRC as cd lateral or security for the Permanent Loan pursuant to the Deed of Trust and /or any ct her documentation requi red 0\/ ( and accep:abl e to) CCR C.

(hh) Ground Lease. CCRC shall have reviewed and appraved the Ground Lease, whi ch shal I be for a term of not I ess than 85 years and requi re capital i zed ground rent in the amount of $988,000 with no annual ground rent payments. As of the Conversion Date, CCRC shall have received an estoppel from the Authority, in its capacity as ground I essor under the Ground Lease, in form and substance satisfactory to CCRC, that the ground rent has been paid in full for the entire term and there has been no amendment, modification, termination of or uncured default under the Ground Lease that was not apprCNed 0\/ CCRC and thatthe Ground Lease is in full force and effect.

(ii) Borrcwer shall have caused the Authority to deliver a release of construction cavenants required under the Authority's loan documents, which release shall be recorded prior to or concurrently with Conversion.


F-13 LEGAL US W #89584122.3

(jj) CCRC shall have received satisfactory documentatim fran the Federal Home Lam Bank thatthe Pro~rty will rerrain in corrpliancewith the requirements of its Affordable Housing Program if the Pr~rty is leased to tenants with incomes and rents collected fran such tenants as set forth on Exhibit G attached hereto. In the event that such documentatim is not received, CCRC shall underwrite to the more restrictive incomes and rents set forth in theAHP subsidy documentation forthe Prqject.


F-14 LEGAL US W #89584122.3

EXHIBITG

UNDERWRITTEN TENANT AND RENT TARGETING

LEGAL US W #89584122.3

ExhibitG to Bond Purchase Agreement

F-1

MASTER AGENCY AG REEM ENT

between

CALI FOR NIA HOUSING Fl NANCE AGENCY,

as Issuer

and

BANK OF AMERICA, N.A.,

as Agent

Dated as of May 1, 2017

Relating to

$26,067,CXXJ

CALI FOR NIA HOUSING FINANCE AG ENCY

LIMITED OBLIGATION MULTIFAMILY HOUSING REVENUE BONDS

(COURSON ARTS COLONY WEST)

2017ISSUE D

OHSUSA766682379.5

TABLE OF CONTENTS

Section 1. Appointment of Agent .............................................................................................................. 2

Section 2. Representations of the Issuer and the Agent .......................................................................... 2

Section 3. Authority and Agreements of the Agent ................................................................................... 2

Section 4. Agentas lndependentContractor ............................................................................................ 2

Section 5. Standard of Performance ......................................................................................................... 3

Section 6. Successor Agent ...................................................................................................................... 3

Section 7. Termination by Agent ............................................................................................................... 3

Section 8. Obligations of Agent in the Event of Termination .................................................................... 3

Section 9. Term of Agreement .................................................................................................................. 3

Section 10. Governing Law; Venue; S everability; Captions; Definitions .................................................... 3

Section 11. Appointment of Paying Agent .................................................................................................. 4

Section 12. Regulatory Agreement Fees .................................................................................................... 4

Section 1 3. Notices ..................................................................................................................................... 4

Section 14. Consent to Assignment ............................................................................................................ 5

Section 1 5. Execution Counterparts ........................................................................................................... 5

OHSUSA766682379.5

MASTER AGENCY AG REEM ENT

This MASTER AGENCY AGREEMENT, dated as of May 1, 2017 (this "Agreement"), between the

CALIFORNIA HOUSING FINANCE AGENCY, public instrumentality and political subdivision of the State of

California (the "Issuer"), and BANK OF AMERICA, N.A. (the "Agent"):

WITNESS ETH:

WHEREAS, Parts 1 through 4 of Division 31 of the Health and Safety Code of the State of California, as

amended (the "Act") authorizes the Issuer to issue revenue bonds to finance the acquisition,

construction/rehabilitation and development of multifamily rental housing projects to be occupied in whole or in part

by persons of lcw income and very lcw income and to dedicate the revenue from such projects to the repayment of

such bonds and to take such action and do all things that rray be necessary or appropriate to carry out the pcwers

and duties specifically granted to the Issuer by the Act; and

WHEREAS, the Issuer is authorized by the Act to rrake loans to any person, firm, partnership or

corporation licensed to do business in the State of California (the "State'') in furtherance of the purposes and

activities stated in the Act; and

WHEREAS, the Issuer has deterrrined to engage in a program of financing the acquisition, construction,

rehabilitation and development of multifamily rental housing projects pursuant to the Act to benefit persons of low

income and very low income, and has deterrrined to borrow funds for such purpose by the issuance of revenue

bonds authorized by the A ct and to dedicate the revenue from said program to the repayment of said bonds; and

WHEREAS, in order to raise money to prCNide financing to CAC WEST, L.P., a California limited

partnership (the "Borrcwer"), for the acquisition, construction and equipping of a 80-unit (which includes one

rranager unit) multifarrily rental housing project located in the City of Palmdale, State of California and known as

"Courson Arts Colony West'' (the "Project"), the Issuer has deterrrined to issue its California Housing Finance

Agency Lirrited Obligation M ultifarrily Housing Revenue Bonds (Courson Arts Colony West) 2017 Issue D, in the

aggregate principal amount of $26,067,CXXJ (the "Bonds"), secured by a Master Pledge and Assignment dated the

date hereof (the "Pledge and Assignment"), among the Issuer, the Agent and Bank of America, N.A., and its

successors in interest, as holder of the Bonds (the "Holder"); and

WHEREAS, it is necessary and desirable for the Issuer and the Agent to enter into this Agreement to prCNide for the appointment and duties of the Agent; and

WHEREAS, underthe Pledge and Assignment the proceeds of the Bonds will be advanced by the Holder

on the same basis upon which the advance is rrade to the B orrcwer by the Agent to acquire, construct and develop

the Project; and

WHEREAS, all conditions, things and acts required by the Act, and by all other laws of the State of

California to exist, to have happened and to have been performed as a condition precedent to and in connection with

the issuance of the Bonds exist, have happened, and have been performed in due time, form and rranner as required

by law, and the Issuer is now duly authorized and empcwered, pursuant to each and every requirement of law, to

issue the B onds for the purpose, in the rranner and upon the terms therein prCNi ded; and

OHSUSA766682379.5

WHEREAS, it is necessary and desirable for the Issuer and the Agent to enter into this Agreement to

prCNide forthe appointment and duties of the A gent;

NOW, THEREFORE, in consideration of the prerrises and rrutual covenants hereinafter contained, the

parties hereto agree as follows:

Section 1. Appointment of Agent. The Issuer hereby irrevocably appoints the Agent as its agent

with ful I authority and power to act on its behalf for the purposes set forth herein and to do al I other acts necessary

or incidental to the perforrrance and execution thereof. The appointment prCNided for in this Section 1 is coupled

with an interest and is irrevocable, except as expressly set forth herein.

Section 2. Representations of the Issuer and the Agent.

(i) The Issuer represents and warrants to the Agent that the Issuer is a public instrumentality and a

political subdivision of the State of California, with full po.ver and authority to issue the Bonds and to enter into the

transactions contemplated by this Agreement, the Bonds and the Pl edge and Assignment.

(ii) The Agent represents and warrants to the Issuer that the Agent is a national banking association

with full po.ver and authority to enter into the transactions contemplated by this Agreement and the Pledge and

Assignment and to serve as the agent of the Issuer forthe purpose of rraking the Loan (as that term is defined in the

Pledge and Assignment) to the Borrcwer as prCNided in the Loan Documents (as that term is defined in the Pledge

and Assignment).

Section 3. Authority and Agreements of the Agent. The Agent is authorized and agrees to enter

into, execute and deliver the Pledge and Assignment, on its cwn behalf, and the Loan Documents as agent for the

Issuer and, pursuant to the terms thereof, advance moneys on behalf of the Issuer to fund the Loan upon satisfaction

of the conditions set forth therein and otherwise to act on behalf of the Issuer as prCNided therein. The Agent is

hereby authorized, directed and empo.vered to exercise al I of the rights, po.vers and remedies of the Issuer under the

Loan Agreement (as that term is defined in the Pledge and Assignment) and the other Loan Documents, and to rrake

all deterrrinations and exercise all options and elections thereunder, without the necessity of further advice to or

consultation with, or consent or authorization by, the Issuer, and all actions taken by the Agent under the Loan

Agreement or any of the other Loan Documents shall be as valid, and shall have the same force and effect, as if

taken by the Issuer. The Agent agrees to prCNide the Issuer, from time to time upon the Issuer's request, with copies

of any policies of insurance prCNided by the Borrower under the Loan Documents that are required to name the

Issuer as an additional insured, and shall also prCNide, without any request of the Issuer, any notices given by it or

delivered to it pursuant to the Loan Agreement regarding the acceleration of the Loan or the foreclosure of the

Mortgage (as that term is defined in the Pledge and Assignment). The responsibilities and duties of the Agent set

forth in this paragraph may be delegated to the extent perrritted by Section 11 hereof.

Section 4. Agent as Independent Contractor. Except as otherwise expressly set forth herein, in

the perforrrance of its duties as Agent hereunder, the Agent is an independent contractor acting in its cwn behalf and

for its own account and without authority, express or implied, to act for or on behalf of the Issuer in any capacity

other than that as expressly prCNided herein and in no other respect The Agent agrees to indemnify, hold harmess

and def end the I ssuer, its officers, contractors, consultants, di rectors and empl 0yees against al I I oss, costs, darrages,

expenses, suits, judgments, actions and liabilities of whatever nature (including, without I irritation, attorneys' fees,

litigation, arbitration and court costs, amounts paid in settlement, and amounts paid to discharge judgments) directly

or indirectly resulting from or arising out of or related to any unlawful, negligent or tortious act or orrission on the

part of the A gent under this Agreement.

2 OHSUSA766682379.5

Section 5. Standard of Performance. The Agent will perform its duties hereunder in accordance

with Section 4.3 of the Pledge and Assignment.

Section 6. Successor Agent. Anything herein to the contrary notwithstanding, any corporation or

association into which the Agent may be converted or merged or with which it may be consolidated or to which it

may sell or transfer its business and assets as a whole or substantially as a whole or any corporation or association

resulting from any conversion, sale, merger, consolidation or transfer to which it is a party will, ipso facto, be and

become successor Agent hereunder and vested with all of the title to the whole property and all the powers,

discretion, immunities, privileges, obligations 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 the parties hereto.

Section 7. Termination by Agent. Neither the Issuer nor the Agent may terrrinate this agreement

so long as Agent or any Affiliate (as that term is defined in the Pledge and Assignment) of the Agent is the Holder of

all of the Bonds. In the event the Bonds, or a portion thereof, are sold, assigned, transferred or otherwise disposed

of in accordance with the prCNisions of Sections 2.8 and 9.5 of the Pledge and Assignment, otherthan to an Affiliate

of the Agent, either the Issuer or the Agent may terminate this Agreement upon the terms hereinafter prCNided in

this Section 7 by giving thirty (30) days' written notice to the other party, the Borrower, and the Holder. Such

term nation shall take effect, except as to the duties of the Agent under Section 8 below, upon the appointment of a

successor agent by the Issuer, as directed by the Holder or other cwners of the B onds with the consent, which shal I

not be unreasonably withheld, of the Issuer (such consent not being required if such Agent is the subsequent Holder

of all of the Bonds or an Affiliate thereof) and the execution, ackncwledgment and delivery by the successor Agent

of an instrument in substantially the form of this Agreement.

Section 8. Obligations of Agent in the Event of Termination. From and afterthe effective date of

term nation of this Agreement pursuant to Section 7 abCNe, the Agent will be relieved of further responsibility in

connection with the Pledge and Assignment and the Loan Documents. In the event of such term nation, the Agent

will pay CNerto the Issuer or, if the Issuer shall so direct, to any successor agent appointed by the Issuer, all moneys

collected and held by it pursuant to this Agreement and/or pursuant to any other agreement, letter or arrangement

relative to the Pledge and Assignment and the Loan Documents simultaneously with such term nation, and turn CNer

to the successor agent appointed by the Issuer, as prCNided abCNe, all documents and records in connection with the

Pledge and Assignment and the Loan Documents simultaneously with such termination. The Agent will deliver to the successor agent a full accounting, including a statement shewing the monthly payments collected by it and a

statement of moneys held in escrcw by it for the payment of taxes, maintenance or other charges in respect of the

Pledge and Assignment and the Loan Documents simultaneous with such term nation. The Agent will execute and

deliver to its successor, without recourse, representation or warranty of any kind, such instruments as are required to assign to the successor all its right, title and interest in all property of whatever nature which it holds as Agent of the

Issuer. Where necessary, all such instruments must be filed and/or recorded in each office where such instruments

are required to be filed and,br recorded. In addition, Agent shall prCNide to the Issuer an opinion of counsel to the

Agent to the effect that all instruments necessary to transfer to the successor agent all property held by the Agent as

A gent hereunder have been duly executed and delivered.

Section 9. Term of Agreement. Unless soonerterrrinated as herein prCNided, this Agreement will

continue from the date hereof unti I payment in ful I of the Bonds.

Section 10. GCNerning Law; Venue; Severability; Captions; Definitions. This Agreement will be

construed in accordance with the laws of the State of California. In the event any prCNision of this Agreement is

held invalid by any court of competent jurisdiction, such holding will not invalidate or render unenforceable any

3 OHSUSA766682379.5

other prCNision hereof. Any headings of divisions of this Agreement are solely for convenience of reference and

will neither constitute a part of this Agreement nor affect its meaning, construction or effect All capitalized terms

used but not defined herein shall have the meanings given in the Pledge and Assignment.

Section 11. Appointment of Paying Agent. The Issuer directs the Agent to appoint or cause to be

appointed by the Borrc:wer from time to time one or more Paying Agents to assist the Agent in adrrinistering the

Loan. U.S. Bank National Association, is hereby confirmed as the initial appointed Paying Agent Each such

Paying Agent rray perform any necessary function related to the adrrinistration of the Loan, including but not

lirrited to collecting funds, invoicing for regularly scheduled debt payments and other amounts, collecting and

holding reserves, taking and rraintaining physical possession of the Note, being the mortgagee of record for the

Loan, deterrrining the conversion date, if applicable, and monitoring compliance with financial cCNenants related to

the Loan and the property. To the extent perrritted by the Pledge and Assignment, the Paying Agent rray also act as

registrar forthe Bonds, take and rraintain physical possession of the Bonds, and perform any or all obligations of the

Agent with respect to the Book-Entry System as set forth in the Pledge and Assignment.

Section 12. Regulatory Agreement Fees. The Agent acknowledges that the Borrc:wer has an

obligation to pay certain fees to the Issuer pursuant to the terms and conditions set forth in Section 20 of the

Regulatory Agreement and Declaration of Restrictive CCNenants, dated as of May 1, 2017, by and between the

Issuer and the Borrc:wer (the "Regulatory Agreement"), and in the event that any annual adrrinistration fees due

and payable under the Regulatory Agreement are paid by the Borrc:wer to the Agent, the Agent shall transfer such

payments to the Issuer. In no event shall the Agent be liable to the Issuer for the failure of the B orrc:wer to rrake the

payments described in this Section 12.

The Agent further ackncwledges that in order to preserve the tax-€Xerrpt status of the Bonds, the B orrcwer

must comply with requirements for rebate of excess investment earnings to the federal gCNernment to the extent

applicable. The Agent agrees to use commercially reasonable efforts to send the B orrcwer a notification or

reninder of its payment obligations under said Section 20 of the Regulatory Agreement and of the Borrcwer's

obligation to cause to be performed the rebate calculations and to rebate any excess earnings as and when required

pursuant to the Tax Certificate. Notwithstanding the foregoing, the payment obligations shall be the sole

responsibility of the Borrcwer and the Agent shall not be liable the Issuer or the B orrcwer hereunder forthe failure

to so notify or rem nd the Borrower.

Section 13. Notices. Any notice prCNided for herein must be in writing and shall be deemed to have

been given when delivered personally or when deposited in the United States rrail, registered and postage prepaid,

addressed as fol lows:

If to the Issuer:

OHSUSA766682379.5

Overnight Deliveries:

California Housing Finance Agency

Financing Division, MS 940

500Capitol Mall, Suite 1400

Sacramento, CA 95814

U.S. Mail:

California Housing Finance Agency

Financing Division, MS 940

PO Box4034

Sacramento, CA 95812-4034

4

or at such other address as the Issuer may have designated by Notice to the Agent and the Holder;

If to the A gent:

With a cor,,, to:

Bank of America, N.A.

2001 Clayton Road

Concord, CA 94520

Attention: LoanAdrrinstration

Paul, Hastings LLP

515 South Fl ewer Street, 25th Floor

Los Angeles, CA 90071

Attention: Kenneth Krug, Esq.

Facsimile: (213) 996-3230

Errail: [email protected]

or at such other address as any of them may designate by notice duly given in accordance with this Section 13 to the

others.

Section 14. Con sent to Assignment. The Issuer agrees that Agent shal I have the right to assign all

of its rights under this Agreement, and under all instruments and documents executed by it as Agent of the Issuer

pursuant to this Agreement, to an Affiliate of Agent, or to a subsequent Holder of all of the Bonds or an Affiliate

thereof. The Issuer will execute and deliver to the Agent any documents necessary to effectuate such assignment,

and will not take any action to impair Agent's right to assign such rights pursuant to this Section 14.

Section 15. Execution Counterparts. This Agreement rray be executed, ackncwledged and

delivered in any number of counterparts. Each such counterpart will constitute an original but all of such

counterparts taken together wi 11 constitute one agreement.

5 OHSUSA766682379.5

IN WITNESS WHEREOF, the Issuer and the Agent hsive each caused this Agreement to be executed in their respective names as of the date first above written.

CALIFORNIA HOUSING FINANCE AGENCY

[Issuer Signature Page to the Master Agency Agreement- California Housing Finance Agency (Courson Arts Colony West)]

OI ISUSA:766682379

BANK OF AMERICA, N.A.

Karen Davis, Vice President

[Agent Signature Page to the Master Agency Agreement - California Housing Finance Agency (Courson Arts Colony West)]

OHSUSA:766682319

TIDS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE TRANSFERABILITY HEREOF IS RESTRICTED BY THE TERMS OF THE

PLEDGE AND ASSIGNMENT DESCRIBED HEREIN, INCLUDING THE PROVISION THEREOF LIMITING OWNERSHIP OF TIDS BOND TO "QUALIFIED INSTITUTIONAL BUYERS" OR "ACCREDITED INVESTORS" (AS DEFINED IN THE PLEDGE AND ASSIGNMENT), SUBJECT TO CERTAIN EXCEPTIONS.


LIMITED OBLIGATION MUL TIF AMIL Y HOUSING REVENUE BONDS


Principal Amount

$26,067,000

2017 ISSUED

Interest Rate

As determined in the

below-defined Loan

Agreement and Note

Maturity Date

June I, 2035

Dated Date

May 5, 2017

The CALIFORNIA HOUSING FINANCE AGENCY, a public instrumentality and a

political subdivision of the State of California (the "Issuer"), for value received, hereby promises

to pay (but only from the Collateral as that term is defined in the Master Pledge and Assignment

hereinafter described) to the order of Bank of America, N.A., or registered assign (the "Holder"),

at its office in Los Angeles, California, or such other place as the Holder may designate in writing,

from the source and in the mauner hereinafter provided, the principal sum of TWENTY SIX

MILLION SIXTY-SEVEN THOUSAND DOLLARS ($26,067,000), or such portion thereof as is

advanced by Holder to or for the account oflssuer, with interest on the unpaid balance of this Bond

from the date hereof until this Bond is fully paid, at the rate computed as specified below, in any

coin or currency which at the time or times of payment is legal tender for the payment of public or

private debts in the United States of America. All capitalized terms used but not otherwise defined

herein shall have the meanings ascribed thereto in the Pledge and Assignment hereinafter

mentioned.

This Bond is one of a duly authorized series of bonds issued by the Issuer in order to

provide moneys to fund a loan (the "Loan") to be made for the account of the Issuer to CAC

WEST, L.P., a California limited partnership (the "Borrower") pursuant to that certain

Construction Disbursement Agreement dated as of May 3, 2017 between Bank of America, N.A.,

as agent for Issuer pursuant to that certain Master Agency Agreement between Issuer and Agent

dated as of May 1, 2017 (the "Agent"), and the Borrower ("Loan Agreement"), for the purpose

of financing the acquisition, construction and equipping of a 80-unit (including 1 manager unit)

I OHSUSA:766758826

multifamily rental housing project to be located in the City of Palmdale, State of California, to be

known as "Courson Arts Colony West" (the "Project").

The obligations of the Borrower under the Loan will be evidenced by that certain Note (as

defined in the Loan Agreement) in the original principal amount of $26,067,000. This Bond is

secured by a Master Pledge and Assignment (the "Pledge and Assignment"), dated as of May 1,

2017, by and among the Issuer, the Agent and the Holder.

This Bond shall mature on the Maturity Date set forth above, and the entire unpaid principal

balance of and any accrued interest on this Bond shall be paid in full on or before such date.

This is a draw-down Bond. The principal amount of this Bond as of any given date shall

be equal to (i) the total amount advanced by the Agent, on behalf of the Issuer, to the Borrower

under the Note, less (ii) any payment of principal on the Bonds received by the Holder thereof.

Amounts advanced to the Borrower on the Note and payments of principal on the Bonds shall be

noted on the Principal Schedule attached hereto or otherwise recorded by the Holder with periodic

statements provided, upon request, to the Issuer.

This Bond shall bear interest in the same manner as is provided with respect to interest on

the Loan in the Note and Loan Agreement. This Bond shall bear interest from the date to which

interest has been paid on the Bonds next preceding the date of its authentication, unless it is

authenticated as of an Interest Payment Date for which interest has been paid, in which event it

shall bear interest from such Interest Payment Date, or unless it is authenticated on or before the

first Interest Payment Date, in which event it shall bear interest from its Closing Date.

The payment or prepayment of the principal, interest, premium, late payment fees and other

amounts due on this Bond shall be identical with and shall be made on the same terms and

conditions as the payments or prepayments of principal, interest, premium, late payment fees and

other amounts due on the Note. Any payments or prepayments made by the Borrower of principal,

interest, premium, late payment fees and other amounts due on the Note shall be deemed to be like

and corresponding payments or prepayments of principal, interest, premium late payment fees and

all other amounts due on this Bond. Said payments or prepayments by the Borrower shall be

deemed to have been constructively received by the Holder as payments or prepayments on this

Bond on the date of receipt by the Paying Agent under the Note, and interest on this Bond with

respect to each principal payment or prepayment shall cease to accrue upon receipt thereof by the

Paying Agent. Payments or prepayments of principal, interest, premium, late payment fees and

other amounts due shall be remitted to the Holder by the Paying Agent immediately.

This Bond shall be subject to redemption as provided in the Pledge and Assignment.

2

OHSUSA:766758826

This Bond ( or any participation interest therein) may be sold, assigned, transferred,

participated or otherwise disposed of only in Authorized Denominations (as defined in the Pledge

and Assignment), subject to the requirements of the Pledge and Assignment. This Bond ( or any

participation interest therein) may not be sold, assigned, transferred, participated or otherwise

disposed of, in whole or in part, except upon satisfaction of the requirements of the Pledge and

Assignment.

Subject to the foregoing, this Bond is transferable upon the books of the Issuer at the office

of the Agent, by the registered Holder hereof in person or by its attorney duly authorized in writing,

upon surrender of this Bond together with a written instrument of transfer satisfactory to the Agent,

duly executed by the registered Holder or its duly authorized attorney. Upon such transfer, the

Agent will note the date of registration and the name and address of the newly registered Holder

on the books of the Issuer and in the registration blank appearing below. The Issuer may deem

and treat the person in whose name this Bond is last registered upon the books of the Issuer, with

such registration noted on this Bond, as the absolute owner hereof for the purpose of receiving

payment of or on account of the principal or interest and for all other purposes; all such payments

so made to the registered Holder or upon his order shall be valid and effectual to satisfy and

discharge the liability upon this Bond to the extent of the sum or sums so paid, and the Issuer shall

not be affected by any notice to the contrary. If a Paying Agent has been engaged in accordance

with the Agency Agreement (as defined in the Pledge and Assigmnent), such Paying Agent may

perform the functions of the Agent described in this paragraph.

All of the agreements, covenants, conditions, limitations, provisions and stipulations

contained in the Pledge and Assignment are hereby made a part of this Bond to the same extent

and with the same effect as if they were fully set forth herein. If any payment of the principal of,

premium, if any or interest hereon is not made when due in accordance with the terms and

conditions of this Bond, then the Holder may at its right and option declare immediately due and

payable the principal of this Bond and interest accrued hereon to the date of declaration of such

default, together with any attorneys' fees incurred by the Holder in collecting or enforcing payment

hereof, whether suit be brought or not, and all other sums due hereunder or under the Pledge and

Assignment, notwithstanding anything to the contrary therein and payment thereof may be

enforced and recovered in whole or in part, at any time, by one or more of the remedies provided

in this Bond or the Pledge and Assigmnent.

The remedies of the Holder upon an Event of Default, as provided herein and in the Pledge

and Assigmnent, may be pursued at the sole discretion of the Holder and may be exercised as often

as occasion therefor shall occur. The failure to exercise any such right or remedy shall in no event

be construed as a waiver or release thereof.

3

OHSUSA:766758826

The Holder. shall not be deemed, by any act of omission or commission, to have waived

any of its rights or remedies hereunder unless such waiver is in writing and signed by the Holder

and then only to the extent specifically set forth in the writing. A waiver with reference to one

event shall not be construed as a continuing waiver or as a bar to or waiver of any right or remedy

as to a subsequent event.

This Bond may not be amended without the prior written consent of the Issuer and the

Holder and the Agent.

THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM THE COLLATERAL. NONE OF THE ISSUER, THE STATE OF CALIFORNIA, OR ANY POLITICAL SUBDIVISION THEREOF (EXCEPT THE ISSUER, TO THE LIMITED EXTENT SET FORTH IN THE PLEDGE AND ASSIGNMENT) NOR ANY PUBLIC AGENCY SHALL IN ANY EVENT BE LIABLE FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM (IF ANY) OR INTEREST ON THE BONDS OR FOR THE PERFORMANCE OF ANY PLEDGE, OBLIGATION OR AGREEMENT OF ANY KIND WHATSOEVER EXCEPT AS SET FORTH IN THE PLEDGE AND ASSIGNMENT, 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.

None of the Borrower, the Agent nor any Holder shall look to the Issuer or any of its

directors, officers, attorneys, accountants, financial advisors, agents or staff or any successor or

public entity for monetary damages suffered by the Borrower, the Agent or such Holder as a result

of the failure of the Issuer to perform any covenant, undertaking or obligation under the Pledge

and Assignment, the Agency Agreement, this Bond, the Regulatory Agreement 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 the Pledge and Assignment

recognizes that such documents shall not give rise to any pecuniary liability of the Issuer, nothing

contained in the Pledge and Assignment or this Bond 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 Agent or any other person.

4

OHSUSA:766758826

No recourse shall be had for the payment of the principal of, premium, if any, or interest

on the Bonds or for any claim based thereon or upon any obligation, covenant or agreement in the

Pledge and Assignment contained, against the Issuer, any past, present or future member of its

board members, officers, attorneys, accountants, employees, agents or staff, or the officers,

attorneys, accountants, employees, 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 board member and its officers, attorneys,

accountants, employees, 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 the Pledge and

Assignment and the issuance of the Bonds.

It is intended that this Bond is made with reference to and shall be construed as a contract

governed by the laws of the State of California.

This Bond shall not be valid or become obligatory for any purpose or be entitled to any

benefit or security under the Pledge and Assignment unless this Bond is authenticated by the

Paying Agent by execution of the Certificate of Authentication appearing hereon.

In the event of any inconsistency between the provisions of this Bond and the provisions

of the Pledge and Assignment, the provisions of the Pledge and Assignment shall be controlling.

5 OHSUSA:766758826

IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts and things required

to exist, happen and be performed precedent to or in the issuance of this Bond do exist, have

happened and have been performed in regular and due form as required by law.

IN WITNESS WHEREOF, the California Housing Finance Agency has caused this Bond

to be executed on its behalf by the facsimile signature of its Executive Director, and its seal to be

reproduced hereon and attested by the facsimile signature of the Secretary of its Board of Directors,

all as of the Dated Date set forth above.


Executive Director

[SEAL]

Attest:

Acting Secretary of the Board of Directors

6

OHSUSA:766758826

CERTIFICATE OF AUTHENTICATION

(Paying Agent)

This is to certify that this Bond is one of the Bonds referred to in the within mentioned

Pledge and Assignment.

Date of Authentication: ____ '5---4,L{_c;~b_o_/_7

OHSUSA:766758826

U.S. BANK NATIONAL ASSOCIATION, as

Paying Agent

7

PROVISIONS AS TO REGISTRATION

The ownership of the unpaid principal balance of this Bond and the interest accruing

thereon is registered on the books of the Agent in the name of the registered Holder last noted

below.

Date of Registration ____ ,2017

OHSUSA:766758826.1

Name of Registered Holder

Bank of America, N.A.

8

Signature of Agent

OHSUSA:766758826.1

PRINCIPAL SCHEDULE

Amount

Advanced on the Loan

$~_

9

Current

Principal of the Bond

$~

Signature

of Agent

$26,067,000.00

PROMISSORY NOTES ECURED BY DEED OF TRUST (Construction Loan Converting to Term Loan)

May 3, 2017 Los Angeles, California

1. Borrower's Promise To Pay.

FOR VALUE RECEIVED, CAC WEST, L.P., a California limited partnership (the "Borrower"), promises to pay to the order of BANK OF AMERICA, N.A., a national banking association, as Agent ("Agent') under that certain Master Pledge and Assignment dated as of May 1, 2017 ("Master Pledge') by and between California Housing Finance Agency ("Issuer') and Bank of America, N.A, its successors, transferees and assigns (the "Agent'), at 101 S. Marengo Avenue, 5th Floor, Pasadena, CA 91101-2428, or at such other place as the holder of this Note may from time to time designate, the principal sum of Twenty Six Million Sixty-Seven Thousand and 00/100 Dollars ($26,067,000) ("Maximum Loan Amount''), or such lesser amount as may be advanced and outstanding underthis promissory note (the "Note'), plus interest as specified in this Note. Agent shall not be required to make any advance if that would cause the outstanding principal of this Note to exceed the Maximum Loan Amount This Note evidences a construction converting to term loan (the "Loan') made by Agent to Borrower pursuant to the terms of a Construction Disbursement Agreement (the "Loan Agreement') between Agent and Borrower.

This Note is secured by a Construction and Permanent Leasehold Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing (the "Deed of Trust'') covering certain real and personal property, as therein described (the "Property"). It may also be secured by other collateral. This Note and the Deed of Trust are two of several Loan Documents, as defined in the Loan Agreement Some or all of the Loan Documents, including the Loan Agreement, contain provisions for the acceleration of the maturity of this Note. This Note is subject to the terms and conditions of the Loan Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Loan Agreement.

Subject only to completion of the Improvements and the other terms and conditions in the Loan Agreement and that certain Bond Purchase Agreement (the "Bond Purchase Agreement') of even date therewith by and among Borrower, Agent, and California Community Reinvestment Corporation, a California nonprofit public benefit corporation ("CCRC'), CCRC shall purchase a portion of the Agency Limited Obligation Multifamily Housing Revenue Bonds (Courson Arts Colony West), 2017 Issue D (the "Bonds") issued by Issuer pursuant to the Master Pledge. Upon such purchase, the Loan will convert into a term loan as more fully described herein. If CCRC does not purchase the Loan for any reason whatsoever, no such conversion will occur, the Loan will remain a construction loan and the final payment date for the Loan shall remain the Construction Loan Maturity Date set forth herein.

2. Construction Loan Maturity Date and Conversion to Term Loan.

2.1 Construction Loan Maturity Date. All principal and all accrued and unpaid interest and other sums due hereunder shall be due and payable August 1, 2019 (the "Construction Loan Maturity Date"), subject to extension as provided in Section 2.2. The period from the date of recordation of the Deed of Trust through the Construction Loan Maturity Date is herein referred to as the "Construction Loan Period."

2.2 Extension of Construction Loan Maturity Date. If on or before the Construction Loan Maturity Date, Borrower satisfies the Conditions to Extend set forth in Section 2. l(b) of the Loan Agreement, as determined by Agent in its sole and absolute discretion, the Construction Loan Maturity Date will be extended to the Extended Construction Loan Maturity Date (as defined in the Loan Agreement). If the Construction Loan Maturity Date is so extended (i) all sums outstanding under the Loan will be due and payable on the applicable extended Construction Loan Maturity Date; and (ii) all

CAC WEST Promissory Note

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LE GAL_US _ W # 89549893.3

references herein and in the other Loan Documents to the "Construction Loan Maturity Date" shall thereafter mean such Extended Construction Loan Maturity Date (as defined in the Loan Agreement).

2.3 Conversion to Term Loan; Term Loan Maturity Date. Notwithstanding the foregoing, if on or before the Construction Loan Maturity Date, as it may be extended pursuant to Section 2.2, Borrower satisfies all of the Conversion Conditions (as such term is defined in the Loan Agreement), as determined by CCRC in its sole and absolute discretion, CCRC will purchase the Loan pursuant to the Bond Purchase Agreement, and the Loan will convert to a term loan no later than seven (7) Banking Days (as such term is defined below) following the date upon which all Conversion Conditions have been satisfied or waived in writing by CCRC (the "Conversion Date'), and Borrower shall repay a portion of the Loan in monthly principal and interest payments in an amount necessary to (i) amortize the Subsidy Tranche (as defined in the Bond Purchase Agreement) of the outstanding principal balance of the Loan in equal payments over a period offifteen (15) years and (ii) amortize the P rojectTranche (as defined in the Bond Purchase Agreement) of the outstanding principal balance of the Loan in equal payments over a period offifteen (15) years, with the final payment due on the date one hundred eighty (180) months from and after the first of the month following the Conversion Date (the 'Term Loan Maturity Date"). If the Loan is so converted, all principal and all accrued and unpaid interest and other sums due hereunder shall be due and payable no later than the Term Loan Maturity Date. If the Conversion Date does not occur prior to the Construction Loan Maturity Date (as the same may be extended as provided in this Note), then the outstanding principal balance of the Loan, together with all accrued and unpaid interest, shall be due and payable on the Construction Loan Maturity Date. The period from the Conversion Date through the Term Loan Maturity Date is herein referred to as the 'Term Loan Period."

3. Interest Rate and Payment Terms During the Construction Loan Period.

3.1 Interest Only Payments. During the Construction Loan Period, Borrower shall make monthly interest only payments in arrears on the first day of each month beginning on the first day of the month following the first disbursement of Loan funds.

3.2 Interest Rate During Construction Loan Period.

(a) LIBOR Daily Floating Rate. During the Construction Loan Period, the unpaid principal balance of this Note from day to day outstanding which is not past due, shall bear interest at a fluctuating rate of interest per annum equal to the LIBOR Daily Floating Rate for that day plus one hundred ninety (190) basis points (the "Floating Rate'). For any day, the "LIBOR Daily Floating Rate" means, for any day, a fluctuating rate of interest per annum equal to LIBOR, or a comparable or successor rate which rate is approved by Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by Agent from time to time), at or about 11 :00 a.m., London time, two (2) London Banking Days prior to such day, for U.S. Dollar deposits with a term of one (1) month commencing that day; provided that (i) to the extent a comparable or successor rate is approved by Agent in connection herewith, the approved rate will be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for Agent, such approved rate will be applied in a manner as otherwise reasonably determined by Agent, and (ii) if the LIBOR Daily Floating Rate shall be less than zero, such rate will be deemed zero for purposes of this Note. "LIBOR" means the London Interbank Offered Rate. "London Banking Day" means any day on which dealings in U.S. Dollar deposits are conducted by and between Agents in the London interbank eurodollar market. All computations of interest for the Alternative Rate (as hereinafter defined) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). To the extent that any calculation of interest or any fee required to be paid hereunder shall be less than zero, such rate shall be deemed zero for purposes of this Note.


LE GAL_US _ W # 89549893.3

-'2-

(b) Illegality. During the Construction Loan Period, if Agent determines that for any reason, any law has made it unlawful, or that any Governmental Authority (as defined in Section 10.4) has asserted that it is unlawful, for Agent to make, maintain or fund loans whose interest is determined by reference to the LIBOR Daily Floating Rate, or to determine or charge interest rates based upon the LIBOR Daily Floating Rate, or any Governmental Authority has imposed material restrictions on the authority of Agent to purchase or sell, or to take deposits of, U.S. Dollars in the London interbank eurodollar market, then, on notice thereof by Agent to Borrower, any obligation of Agent to provide the Floating Rate shall be suspended, until Agent notifies Borrower that the circumstances giving rise to such determination no longer exist. During the period of any such suspension, the unpaid principal balance of this Note from day to day outstanding which is not past due, shall bear interest at a fluctuating rate of interest per annum equal to the Alternative Rate for that day plus ninety (90) basis points.

"Alternative Rate" means, on any day, a fluctuating rate per annum equal to the higher of: (i) the Federal Funds Rate plus fifty (50) basis points, and (ii) the rate of interest in effect for such day as publicly announced from time to time by Agent as its "Prime Rate."

"Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions w~h members of the Federal Reserve System on such day, as published by the Federal Reserve Agent of New York on the Business Day next succeeding such day; provided that (i) if such day is not a Business Day, the Federal Funds Rate for such day will be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) ifno such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day will be the average rate (rounded upwards, if necessary, to a whole multiple of 1/100 of 1%) charged to Agent on such day on such transactions as determined by Agent.

The "Prime Rate" is a rate set by Agent based upon various factors including Agent's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such Prime Rate announced by Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

(c) Inability to Determine Rate. If Agent determines that for any reason, (i) U.S. Dollar deposits are not being offered to Agents in the London interbank eurodollar market in the outstanding amount of the Loan for terms equal to one (1) month (in each case with respect to subsection (c)(i), "Impacted Principal'), or (ii) adequate and reasonable means do not exist for determining the LIBOR Daily Floating Rate with respect to the Loan, Agent will promptly so notify Borrower. Thereafter, the obligation of Agent to provide the Floating Rate shall be suspended until Agent revokes such notice. During the period of any such suspension, the unpaid principal balance of this Note from day to day outstanding which is not past due, shall bear interest at a fluctuating rate of interest per annum equal to the Alternative Rate for that day plus ninety (90) basis points. Notwithstanding the foregoing, if Agent has made the determination described in subsection (c)(i) of this Section and Borrower shall so request, Agent and Borrower shall negotiate in good faith to amend the definition of "LIBOR Daily Floating Rate" and other applicable provisions to preserve the original intent thereof in light of such change; provided that until so amended, such Impacted Principal will be handled as otherwise provided pursuant to this subsection (c).

4. Interest Rate and Payment Terms During the Term Loan Period.

4.1 Interest Only Until Amortization Date. If the Conversion Date is a day other than the first day of a calendar month, Borrower shall pay interest on the Term Loan Amount, in advance, at the rate set forth below forthe Term Loan Period, from the Conversion Date to the first day of the first month following the Conversion Date (the "Amortization Date'). Accrued interest under this Section 4.1 shall be computed based on the actual number of days to elapse from the date that CC RC disburses the Term Loan Amount to the closing escrow in anticipation of the Conversion Date (irrespective of when such Term Loan Amount is disbursed by the closing escrow to or for the benefit of Borrower) until the


LE GAL_US _ W # 89549893.3

-3-

Amortization Date. On or after the Conversion Date, Agent shall calculate the interest payable for the period from the Conversion Date to the Amortization Date and shall notify Borrower of the amount due. Borrower shall pay such interest promptly upon demand.

4.2 Amortizing Payments. Beginning on the first day of the first month following the Amortization Date (or the Conversion Date if such date is the first day of a calendar month), and continuing on the first day of each and every month thereafter until the Term Loan Maturity Date, Borrower shall make monthly installments of principal and interest as set forth below (each, a "Regular Payment'').

4.3 Interest Rate During Term Loan Period. During the Term Loan Period, the Loan shall bear interest from the Conversion Date to the Term Loan Maturity Date at a fixed interest rate of four and seventy-five hundredths percent (4.86%) per annum (the 'Term Loan Interest Rate"), provided the Conversion Date occurs on or prior to August 1, 2019. If CC RC agrees in its sole discretion to extend the 'Termination Date" under the Bond Purchase Agreement, and the Conversion Date occurs after August 1, 2019 in accordance with such extension, then unless CCRC otherwise conditions such extension, the Term Loan Interest Rate shall be determined as of the date ten (10) days priorto the Conversion Date as the greater of (a) 4.86% or (b) the percentage obtained by adding 2.50% to the Index (as defined below); provided, however, that the Permanent Loan Initial Rate shall in no event exceed the maximum rate permitted by law. For the period beginning on the first day of the month following the month in which the Conversion Date occurs, and thereafter for one hundred eighty (180) months, the outstanding principal balance of this Note shall bear interest at the Term Loan Interest Rate, with monthly payments of principal and interest due in arrears on the first day of each month, payable in an amount necessary to (i) amortize the Subsidy Tranche (as defined in the Bond Purchase Agreement) of the outstanding principal balance of the Loan in equal payments over a period offifteen (15) years and (ii) amortize the Project Tranche (as defined in the Bond Purchase Agreement) of the outstanding principal balance of the Loan in equal payments over a period of fifteen (15) years. As used herein, "Index" means the yield to maturity on a composite of national AAA rated, municipal tax exempt revenue bonds with a fifteen (15) year term as reported on Bloomberg.com (or, if such report is discontinued, in a comparable industry source selected by CC RC), adjusted to constant maturity, and as available forty-five (45) days prior to the date upon which the Term Loan Interest Rate shall be adjusted.

5. General Interest Rate and Payment Terms.

5.1 Note Rate. Each interest rate in effect from time to time underthis note is herein referred to as a "Note Rate."

5.2 Effective Contracted Rate. Borrower agrees to pay an effective contracted for rate of interest equal to the rate of interest resulting from all interest payable as provided in this Note plus the additional rate of interest resulting from (a) the Construction Loan Fee (if any, as such term is defined in the Loan Agreement), (b) the Term Loan Fee (if any, as such term is defined in the Loan Agreement), (c) the Prepayment Fee (as such term is defined below), if applicable, and (d) all Other S urns. For purposes hereof, the "Other S urns" shall mean all fees, charges, goods, things in action, or any other sums or things of value (other than interest payable as provided in this Note, the Construction Loan Fee (if any), the Term Loan Fee (if any), and the Prepayment Fee (if applicable) paid or payable by Borrower, whether pursuant to this Note, any of the other Loan Documents, or any other document or instrument in any way pertaining to this lending transaction, that may be deemed to be interest for the purpose of any law of the State of California that may limit the maximum amount of interest to be charged with respect to this lending transaction. The Other S urns shall be deemed to be interest and part of the "contracted for rate of interest'' for the purposes of any such law only.

5.3 Usury Savings Clause. It is expressly stipulated and agreed to be the intent of Borrower and Agent at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Agent to contract for, charge, take, reserve, or receive greater amount of interest than under state law) and that this Section shall control every other covenant and agreement in

CAC WEST Promissory Note -4-

LE GAL_US _ W # 89549893.3

this Note and the other Loan Documents. lfapplicable state or federal law should at any time be judicially interpreted so as to render usurious any amount charged, taken, reserved, or received with respect to the Loan, or if Agent's exercise of the option to accelerate the maturity of the Loan, or if any prepayment by Borrower, results in Borrower having paid any interest in excess of that permitted by applicable law, then it is Agent's express intent that all such excess amounts theretofore collected by Agent shall be credited to the principal balance of this Note and all other indebtedness, and that the provisions of this Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder. All sums paid or agreed to be paid to Agent for the use, forbearance, or detention of the Loan shall, to the extent not prohibited by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on the account of the Loan does not exceed the maximum lawful rate from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

5.4 Calculation of Interest. Prior to the Conversion Date, interest will be computed on the basis of a three hundred sixty (360) day year and actual days elapsed, which results in more interest than ifa three hundred sixty-five (365) day year were used. Commencing on the Conversion Date, interest will be computed on the basis of a 360-day year, comprised of twelve (12) 30-day months and the early or late date of making a monthly payment will be disregarded for purposes of allocating the payment between principal and interest.

5.5 Payments. All principal, interest, and all other amounts owing in connection herewith shall be paid by Borrower in lawful money of the United States of America, such that Agent has received immediately available funds forthe credit ofBorrower not laterthan 3:00 p.m. Pacific time on the date that such payment is due. Any payment made after 3:00 p.m. Pacific time shall be deemed received on the next Banking Day. If any Payment becomes due on any day, which is not a Banking Day, such Payment shall be made on the next succeeding Banking Day. The term "Banking Day" means those weekdays on which Agent is open and conducting its customary transactions. Checks and drafts constitute payment only when collected. All payments made under this Note shall be made without offset, demand, counterclaim, deduction or recoupment (each of which is hereby waived), and acceptance by Agent of any payment in an amount less than the amount then due shall be deemed an acceptance on account only, notwithstanding any notation on or accompanying such partial payment to the contrary, and shall not constitute a waiver by Agent of any Event of Default. Except as otherwise set forth herein or in any other Loan Document, payments shall be applied in such order and manner as Agent may determine in its sole and absolute discretion. A "Banking Day" means a day, other than a Saturday or Sunday, on which Agent is open for business for all Banking functions.

6. Principal Prepayments.

6.1 Defined Terms. Some of the defined terms set forth below may be inapplicable to this Note depending on the interest rate(s) and terms being offered. The following terms, if used in this Note, shall have the following meanings:

(a) "Final Regular Payment Date" means the date on which the final Regular Payment under this Note is due to the Agent

(b) Intentionally Omitted.

(c) "Prepayment Date" means a date on which Borrower pays all of the then outstanding principal balance of this Note, plus all interest accrued and unpaid on the principal balance of this Note, plus all other sums then due under this Note, the Deed of Trust and any other documents.

(d)


LE GAL_US _ W # 89549893.3

"Prepayment Fee" means prepayment consideration as defined in Section 6.3.

-5-

(e) "Prepayment Notice" means the written correspondence provided by Borrower to the Agent, indicating the Borrower's intentions to prepay the then outstanding principal on the Loan. The Prepayment Notice shall be delivered no less than sixty (60) days prior to any intended prepayment hereunder, whether or not during the Yield Maintenance Period.

(f) "Remaining Term" means the number of months remaining between the Prepayment Date and the Change Date orthe Final Regular Payment Date, whichever is sooner.

(g) 'Yield Maintenance Period" means the entire Term Loan Period, during which Yield Maintenance Period a Prepayment Fee shall be paid in the event of a prepayment of the Loan.

6.2 Prepayment Conditions. Borrower may prepay all or part of the Loan during the term of the Loan, subject to the following terms and conditions:

(a) No Prepayment Fee Periods. Borrower may prepay all or a part of the Loan without fee or premium at any time prior to the Conversion Date; provided however, that so long as the Bond Purchase Agreement is in effect, any such prepayments shall not reduce the principal under the Loan and under this Note below $1,954,100.00, unless such prepayment is (i) with the prior consent of Agent and CCRC, or (ii) unless CCRC requires a further paydown pursuant to the terms of the Bond Purchase Agreement.

(b) Prepayment Conditions. The principal sum evidenced by this Note may not be prepaid, in whole or in part, at any time during the Yield Maintenance Period, except that Borrower shall have the right to prepay the whole (but not less than the whole) of the unpaid principal balance of this Note on any Banking Day under this Note, upon and subject to the following terms and conditions:

(i) Borrower shall give Agent the Prepayment Notice not less than sixty (60) days prior to the Prepayment Date. If a Prepayment Notice is given, such notice shall be irrevocable, and the principal balance of this Note and all other sums required to be paid as set forth in Section 6.2(b)(ii) below shall be due and payable on the Prepayment Date.

(ii) Borrower shall pay to Agent on the Prepayment Date the sum of the following: (i) the then unpaid principal balance of this Note, plus (ii) all interest accrued and unpaid on the principal balance of this Note to and including the Prepayment Date, plus (iii) all other sums then due under this Note, the Deed of Trust and any other loan documents, plus (iv) the applicable Prepayment Fee.

(i) Without limiting any of the provisions of this Section, Agent shall not be obligated to accept any prepayment of the principal balance of this Note unless it is accompanied by the Prepayment Fee due in connection therewith.

6.3 Prepayment Fee. If a Prepayment Fee is required pursuant to Section 6.2 above, at any time during the Yield Maintenance Period, Borrower may only prepay all of the principal balance of this Note upon giving Agent a Prepayment Notice not less than sixty (60) days prior to the Prepayment Date, and paying all of the unpaid principal balance of this Note on the Banking Day before the next scheduled monthly payment date following such 60-day notice, and by also paying (in addition to the entire unpaid principal balance of this Note and all accrued interest and any other sums due Agent at the time of prepayment) a prepayment fee equal to the greater of (x) one percent (1.00!6) of the entire unpaid principal balance of this Note at the time of prepayment, or (y) the product obtained by multiplying (i) the amount of principal being prepaid, times (ii) the difference obtained by subtracting the Yield Rate (as defined below) from the interest rate then in effect (if such difference is less than 0, then this number shall be deemed to be 0), times (iii) the present value factor calculated using the following formula:


LE GAL_US _ W # 89549893.3

1 -(1 + r)"'~ 2

r

-6-

r ~ Yield Rate

n ~ the number of months remaining between (i) either of the following: (x) in the case of a voluntary prepayment, the last day of the month in which the prepayment is made, or (y) in any other case, the date on which Lender accelerates the unpaid principal balance of the Mortgage Loan and (ii) the Yield Maintenance Period End Date.

For purposes of this clause (ii), the 'Yield Rate" means the yield calculated by interpolating the yields for the immediately shorter and longer term U.S. 'Treasury constant maturities" (as reported in the Federal Reserve Statistical Release H.15 Selected Interest Rates (the "Fed Release') under the heading "U.S. government securities') closest to the remaining term of the Yield Maintenance Period Term, as follows (rounded to three (3) decimal places):

(_(a_-_b) x (z- v)J + b (x- y)

a ~ the yield for the longer U.S. Treasury constant maturity b ~ the yield for the shorter U.S. Treasury constant maturity x ~ the term of the longer U.S. Treasury constant maturity y ~ the term of the shorter U.S. Treasury constant maturity z ~ "n" (as defined in the present value factor calculation

above) divided by twelve (12).

Notwithstanding any provision to the contrary, if "z" equals a term reported under the U.S. 'Treasury constant maturities" subheading in the Fed Release, the yield for such term shall be used, and interpolation shall not be necessary. If publication of the Fed Release is discontinued by the Federal Reserve Board, Lender shall determine the Yield Rate from another source selected by Lender. Any determination of the Yield Rate by Lender will be binding absent manifest error.

(a) During the Yield Maintenance Period, upon giving Agent a Prepayment Notice not less than sixty (60) days prior to the Prepayment Date, Borrower may prepay the entire unpaid principal balance of this Note on the last Banking Day before a scheduled monthly payment date by paying (in addition to the entire unpaid principal balance of this Note and all accrued interest and any other sums due Agent at the time of prepayment) the Prepayment Fee. If a prepayment is made on or afterthe date on which the Yield Maintenance Period ends, but more than 60 days prior to the Term Loan Maturity Date, the Prepayment Fee shall be one percent(1%) of the entire unpaid principal balance of this Note; provided, however, that no Prepayment Fee shall be due for any full prepayment made by Borrower in accordance with the provisions of the preceding sentence within 60 days of the Term Loan Maturity Date. No partial prepayment shall be permitted without the consent of Agent in its sole discretion.

Borrower shall pay the Prepayment Fee due under this Note whether prepayment is voluntary or involuntary (in connection with Agent's acceleration of the unpaid principal balance of this Note) or the satisfaction or release of the Deed of Trust by foreclosure (whether by power of sale or judicial proceeding), deed in lieu of foreclosure or by any other means. Notwithstanding any other provision herein to the contrary, Borrower shall not be required to pay any Prepayment Fee in connection with any


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prepayment occurring as a result of the application of insurance proceeds or condemnation awards under the Deed of Trust.

If a prepayment is made on any day other than the first business day of a calendar month, whether such prepayment is voluntary, involuntary or upon full acceleration of the principal amount of the Loan by Lender following a Default, Borrower shall pay to Lender on the prepayment date (in addition to all other sums then due and owing to Lender under this Note and the other Loan Documents) an additional prepayment charge equal to the interest which would otherwise have accrued on the amount prepaid (had such prepayment not occurred) during the period from and including the prepayment date to and including the last day of the calendar month in which the prepayment occurred.

6.4 Default Prepayment Fee. Borrower agrees that any tender of payment by Borrower or any other party of all or any portion of the principal sum evidenced by this Note, other than as expressly set forth in Section 6.2 and Section 6.3 shall constitute a prohibited prepayment hereunder. Borrower further agrees that should: (i) any default be made in the payment of any amount due under this Note, or any other event of default have occurred, and (ii) the maturity hereof be accelerated, then a tender of payment by Borrower, or by any entity related to, or affiliated with, Borrower or by anyone on behalf of Borrower, of the amount necessary to satisfy all sums due under this Note, Deed of Trust and any other Loan Documents, including, without limitation, any sum due on any judgment rendered in any foreclosure action, or any amounts necessary to redeem the Property, made at any time prior to, during, or after, a judicial foreclosure or a sale pursuant to the exercise of a power of sale of the Property, shall constitute an evasion of the payment terms hereof and shall be deemed to be a prohibited prepayment hereunder. Borrower acknowledges that Agent has relied upon the anticipated investment return under this Note; therefore, the tender of any prohibited prepayment shall, to the extent permitted by law, include the Prepayment Fee. Borrower agrees that the Prepayment Fee represents the reasonable estimate of Agent and Borrower of a fair average compensation for the loss that may be sustained by Agent due to the prohibited prepayment of the indebtedness evidenced by this Note. Such Prepayment Fee shall be paid in the case of any prohibited prepayment without prejudice to the right of the Agent to collect any other amounts provided to be paid under this Note, the Deed of Trust and any other Loan Documents. Nothing herein contained shall constitute an agreement on the part of the Agent to accept any prepayment, other than as expressly provided in Section 6.3 of this Note.


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6.5 Borrower Acknowledgment and Waiver. By its initials below, Borrower expressly waives any right under California Civil Code Section 2954.10 or otherwise to prepay the Loan except on the express terms set forth above. Borrower agrees to pay the Prepayment Fee even if the prepayment is due to Agent's acceleration of this Note by reason of a default by Borrower, by reason of any transfer giving Agent the right to accelerate the maturity of this Note pursuant to the terms of the Deed ofTrustor otherwise pursuant to Agent's rights and remedies under the Loan Agreement Borrower acknowledges that prepayment of the Loan may result in Agent incurring additional losses, costs, expenses, and liabilities, including, but not limited, loss revenue and loss profits. Borrower agrees that the Prepayment Fee represents a reasonable estimate of the prepayment losses, costs, expenses, and liabilities Agent may suffer on a prepayment Borrower also acknowledges and agrees that Agent's willingness to offer a fixed interest rate to Borrower is sufficient and independent consideration for this waiver. Borrower understands thatAgentwould not offer a fixed interest rate to Borrower absent this waiver.

7. Late Payments; Default Rate.

7.1 Late Charge for Overdue Payments. If Agent has not received the full amount of any payment scheduled to be made under this Note, other than the final principal payment, by the end of ten (1 O) calendar days afterthe date it is due, Borrower shall pay a late charge to Agent in the amount of five percent (5%) of the overdue payment.

7.2 Default Rate. Upon the occurrence of any Event of Default (subject to any applicable notice and cure periods), the Loan shall bear interest at the rate which is five percent (5%) above the current Note Rate (the "Default Rate'). Additionally, from and after the Construction Loan Maturity Date, or the Term Loan Maturity Date if applicable, or such earlier date as all sums owing on this Note become due and payable by acceleration or otherwise, the Loan shall bear interest at the Default Rate. Accrued interest, at the Note Rate, if not paid when due, shall accrue interest at the Default Rate, as hereinabove provided, which may result in compounding of interest. Except as otherwise set forth herein or in any other Loan Document, payments under this Note or under any other Loan Document that are due on demand, shall bear interest at the Default Rate (i) from the date costs or expenses are incurred by Agent that give rise to the demand or (ii) if there is no such date, then from the date of demand, until Borrower pays the full amount of such payment, including interest

8. Events of Default. If any of the following "Events of Default'' occur, any obligation of the holder to make advances under this Note terminates and, at the holder's option, exercisable in its sole and absolute discretion, all sums of principal and interest under this note immediately become due and payable without notice of default, presentment, demand for payment, protest, or notice of nonpayment or dishonor, or other notices or demands of any kind or character:

8.1 Borrower fails to perform any obligation under this Note to pay principal or interest and does not cure that failure within ten (1 O) days after the date when due; or

8.2 Borrower fails to perform any other obligation under this Note to pay money, and does not cure that failure within ten (1 O) days after written notice from Agent; or

8.3 Under any of the Loan Documents, a default or Event of Default (as defined in the applicable document subject to applicable notice and cure periods) occurs, except as provided in Section 9 below.

9. Insolvency. It is an "Event of Default'' under this Note if Borrower becomes the subject of any Bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtorcreditor relationships ("Insolvency Proceeding'), and as to any involuntary Insolvency Proceeding, it either: (i) is consented to or (ii) has not been dismissed within ninety (90) days. Upon such an Event of Default, all sums of principal and interest under this Note automatically become immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character. If Borrower becomes the subject of


LE GAL_US _ W # 89549893.3

any Insolvency Proceeding, any obligation of the holder to make aclvances under this Note shall automatically terminate, and in the case of an involuntary Insolvency Proceeding which is dismissed within ninety (90) days, the holder's obligation to make aclvances under this Note shall resume upon the dismissal thereof.

10. Increased Costs. If any Change in Law shall:

10.1 impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, Agent (which shall include, for purposes of this Section, any corporation controlling Agent) (excluding any reserve requirement already reflected in the calculation of the interest rate in this Note);

10.2 subject Agent to any taxes (other than taxes imposed on or measured by net income, however denominated, franchise taxes or branch profits taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

10.3 impose on Agent or the London interbank eurodollar market any other condition, cost or expense affecting this Note or any outstanding amount of the Loan;

10.4 and the result of any of the foregoing shall be to increase the cost to Agent, of providing, continuing or maintaining the Loan, or to reduce the amount of any sum received or receivable by Agent hereunder (whether of principal, interest or any other amount) then, within ten (1 O) days after request by Agent, Borrower will pay to Agent such additional amount or amounts as will compensate Agent for such additional costs incurred or reduction suffered. Such additional costs and,br reduction shall be allocated to this Note or any outstanding amount of the Loan as determined by Agent, using any reasonable method. No failure by Agent to immediately demand payment of any amounts hereunder shall constitute a waiver of Agent's right to demand payment of such amounts at any subsequent time. Notwithstanding the foregoing, Borrower shall not be required to compensate Agent for any such increased costs incurred or reduction suffered more than nine (9) months before Agent's request for compensation hereunder, provided that if the applicable Change in Law is retroactive, the nine (9)-month period will be extended to include the period of retroactive effect thereof. Nothing herein contained shall be construed or shall operate to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable Law.

"Change in Law" means the occurrence, afterthe date of this Note, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline, or directive (whether or not having the force of Law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines, or directives promulgated by the Agent for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), or the United States or foreign regulatory authorities, in each case pursuant to Basel Ill, shall in each case be deemed to be a "Change in Law," regardless of the date enacted, adopted, or issued.

"Governmental Authority" means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central Agent or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the European Union or the European Central Agent).


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11. Capital Requirements. If Agent (which shall include, for purposes of this Section, any corporation controlling Agent) determines that any Change in Law affecting Agent, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on Agent's capital, as allocated to this Note or the Loan, or to Agent's commitments under this Note or the Loan, to a level below that which Agent could have achieved but for such Change in Law (taking into consideration Agent's policies with respect to capital adequacy), then from time to time Borrower will pay to Agent, within ten (1 O) days after request by Agent, such additional amount or amounts as will compensate Agent for any such reduction suffered. The allocation shall be made as determined by Agent, using any reasonable method. No failure by Agent to immediately demand payment of any amounts hereunder shall constitute a waiver of Agent's right to demand payment of such amounts at any subsequent time. Notwithstanding the foregoing, Borrower will not be required to compensate Agent for any such increased costs incurred or reduction suffered more than nine (9) months before Agent's request for compensation hereunder, provided that if the applicable Change in Law is retroactive, the nine (9)-month period will be extended to include the period of retroactive effect thereof. Nothing herein contained shall be construed or shall operate to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable law.

12. Miscellaneous.

12.1 Waivers. Borrower hereby waives presentment, demand, notice of dishonor, notice of default or delinquency, notice of acceleration, notice of nonpayment, notice of costs, expenses, or losses and interest thereon; and notice of interest on interest and late charges.

12.2 Delay In Enforcement. If Agent delays in exercising or fails to exercise any of its rights under this Note, that delay or failure does not constitute a waiver of any of Agent's rights, or of any breach, default or failure of condition of or under this Note. No waiver by Agent of any of its rights, or of any breach, default or failure of condition is effective, unless the waiver is expressly stated in writing by Agent.

12.3 I oint and Several Liability. If more than one person or entity is signing this Note as Borrower, their obligations under this Note shall be joint and several. As to any Borrower that is a partnership, the obligations of Borrower under this Note are the joint and several obligations of each general partnerthereof.

12.4 Heirs, Successors, and Assigns; Participations. This Note inures to and binds the heirs, legal representatives, successors and assigns of Borrower and Agent; provided, however, Borrower may not assign this Note or any Loan funds, or assign or delegate any of its rights or obligations, without the prior written consent of Agent in each instance, which consent is at the sole and absolute discretion of Agent. Agent, in its sole and absolute discretion, may transfer this Note, and may sell or assign participations or other interests in all or part of the Loan, on the terms and subject to the conditions of the Loan Documents, all without notice to or the consent of Borrower. Without notice to or the consent of Borrower, Agent may disclose to any actual or prospective purchaser of any securities issued or to be issued by Agent or its affiliates, and to any actual or prospective purchaser or assignee of any participation or other interest in this Note, the Loan, or any other loans made by Agent to Borrower (whether evidenced by this Note or otherwise), any financial or other information, data or material in Agent's possession relating to Borrower, the Loan, or the Property, including any improvements thereon. If Agent so requests, Borrower shall sign and deliver a new note, in the form and substance of this Note, to be issued in exchange for this Note.

12.5 Cumulative Remedies. All of Agent's remedies in connection with this Note or under applicable law are cumulative, and Agent's exercise of any one or more of those remedies shall not constitute an election of remedies.

12.6 Governing Law. This Note shall be governed by the laws of the State of California, without regard to the choice of law rules of that state.


LE GAL_US _ W # 89549893.3

12.7 Attorney's Fees and Costs. In any lawsuit, reference, or arbitration arising out of or relating to this Note, the Loan Documents or the Loan, the prevailing party will be entitled to recover from each other party such sums as the court, referee, or arbitrator adjudges to be reasonable attorneys' fees in the action, reference, or arbitration, in addition to costs and expenses otherwise allowed by law. In all other actions or proceedings, including any matter arising out of or relating to any Insolvency Proceeding, Borrower agrees to pay all of Agent's costs and expenses, including reasonable attorneys' fees, incurred in enforcing or protecting Agent's rights or interests. From the time(s) incurred until paid in full to Agent, all such sums shall bear interestatthe Default Rate.

12.8 In-House Counsel Fees. Whenever Borrower is obligated to pay or reimburse Agent for any attorneys' fees, those fees shall include the allocated costs for services of in-house counsel.

12.9 Holder's Rights. Borrower agrees that the holder of this Note may accept additional or substitute security for this Note, or release any security or any party liable for this Note, or extend or renew this Note, all without notice to Borrower and without affecting the liability ofBorrower.

12.10 Interpretation. As used in this Note, the terms "Agent," "holder" and "holder of this Note" are interchangeable. As used in this Note, the word "include(s)" means "include(s), without limitation," and the word "including" means "including, but not limited to."

12.11 Time of the Essence. Time is of the essence with regard to all payment obligations underthis Note.

12.12 Amendments. This Note may not be modified or amended except by a written agreement signed by the parties.

12.13 Counterparts. This Note may be executed in counterparts, and all counterparts constitute but one and the same document.

12.14 Waiver of I ury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND AGENT EACH HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY OR OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION BASED UPON OR ARISING UNDER THIS NOTE OR ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DISCUSSIONS, DEALINGS, OR ACTIONS OF SUCH PARTIES OR EITHER OF THEM (WHETHER ORAL OR WRITTEN) WITH RESPECT THERETO, OR TO THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREINAFTER ARIS ING, AT LAW OR IN EQUITY, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HEREBY CONSENTS AND AGREES THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTIONS HALL BE DECIDED BY A TRIAL COURT WITHOUT A JURY, AND THAT EITHER PARTY TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY HEREOF WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONS ENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF THIS NOTE AND EACH OTHER DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR AGENT IN MAKING THE LOAN. EACH PARTY FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

13. Limited Recourse.


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13.1 Limited Recourse. Subject to the prov1s1ons of this Section 13, notwithstanding anything elsewhere in this Note to the contrary, during the Term Loan Period, Agent agrees that Borrower's liability under this Note shall only extend to the Property and other collateral given to secure the Loan, and Agent shall not (i) seek nor obtain judgment against Borrower, or any general partner of Borrower, or (ii) enforce such liability against any other asset, property, or funds of Borrower, or any general partner of Borrower, for payment of principal or interest under this Note following a judicial foreclosure (or to the extent permitted by law, a non judicial foreclosure) of the Deed of Trust. Agent acknowledges that its sole recourse against Borrower, or any general partner of Borrower, for any default in such obligations is limited to Borrower's, and any general partner's, interest (if any) in the Property and/or any other collateral for the Loan.

13.2 Exclusion for Delay in Enforcement of Agent's Rights. The limitation of liability granted under this Section 13 above will be deemed void and have no force or effect if Borrower, or any general partner ofBorrower, attempts to materially delay any foreclosure by Agent of the Deed of Trust or any other collateral for the Loan (an "Enforcement Delay"), or if Borrower, or any general partner of Borrower, claims that any Loan Document is invalid or unenforceable to an extent that would preclude foreclosure or affect or impair Agent's rights and remedies thereunder. For purposes hereof, Borrower's, or any general partner of Borrower's, voluntary action, without the prior written consent of Agent, to cause, allow, or file a Bankruptcy proceeding against Borrower is deemed to be an Enforcement Delay.

13.3 Exceptions to Limited Recourse Under Note. Notwithstanding anything in this Section 13 to the contrary, Borrower, and any general partner of Borrower, shall be liable for each and all of the foregoing (each, a "Limited Recourse Exception", and collectively, the "Limited Recourse Exceptions"):

(a) Any fraud or intentional misrepresentation or omission, or other causes of action, that are independent of liability under the Loan Documents.

(b) Any waste or intentional destruction of any of the collateral securing the Loan.

(c) All insurance proceeds, condemnation awards, or other sums or payments attributable to the Property not applied in accordance with the terms of the Loan Documents, except to the extent that such sums were not applied in accordance with the terms of the Loan Documents solely because Borrower did not have the legal right to so apply such sums because of a Bankruptcy, receivership, or similar judicial proceeding.

(d) All rents, lease payments, profits, issues, products and other income from the Property received by or on behalf of Borrower or any guarantor following any Event of Default (as such term is defined in the Loan Agreement) and not applied in accordance with the terms of the Loan Documents, except to the extent that such sums were not applied in accordance with the terms of the Loan Documents solely because Borrower or any guarantor (if applicable) did not have the legal right to so apply such sums because of a Bankruptcy, receivership, or similar judicial proceeding.

(e) Any liability arising under or pursuant to the Borrower's Indemnity (as such term is defined in the Loan Agreement).

13.4 No Impairment of Agent's Rights. Except for the liability of Borrower, and any general partner of Borrower, under this Note, this Section 13 shall in no way affect or impair Agent's rights and remedies under the Loan Documents as against Borrower or any guarantor, or any other person whatsoever under the Loan, including without limitation, Agent's rights against the collateral securing the Loan, including any trustee's sale or foreclosure of the Deed of Trust. Borrower understands, acknowledges, and agrees that the limitation of liability set forth in this Section 13 does not prejudice or affect Agent's right to do any or all of the following:


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(a) Name Borrower, or any general partner of Borrower, as a party defendant in any action, proceeding, reference, or arbitration, subject to the limitations of this Section.

(b) Assert any unpaid amounts on the Loan as a defense or offset to or against any claim or cause of action made or alleged against Agent by Borrower, or any general partner of Borrower, any guarantor, or any other party in connection with the Loan.

(c) Exercise self-help remedies such as setoff or nonjudicial foreclosure against or sale of any real or personal property collateral or security.

(d) Collect or recover rents, insurance proceeds, amounts payable under surety bonds or letters of credit, condemnation or any other awards arising out of any public action, or any damages or awards arising out of any damage or injury to, or decrease in value of, all or part of the collateral for the Loan.

(e) Collect or recover an amount from Borrower, or any general partner of Borrower, equal to any rents or other sums that are not applied as required by the Loan Documents after an Event of Default has occurred and while it is continuing.

(f) Enforce and collect or recover all sums owing under any indemnity by Borrower, or any general partner of Borrower, or by any other party, any guaranties, completion agreements, other agreements, and any similar rights to payment and performance that have been or may be executed or that have been or may be granted by Borrower, or any general partner of Borrower, or any other party in connection with the Loan.

(g) Enforce any and all obligations under the Loan Documents relating to preserving the condition of the Property or the priority of Agent's interest in the Property, including obligations to pay all taxes and charges that may affect or become a lien on the Property, to maintain the Property and all insurance in accordance with the Loan Documents and to repay all sums advanced by Agent for any such purposes.

(h) Enforce any agreement of Borrower, or any general partner of Borrower, any guarantor, or any other party (other than the Loan Documents) specifically stating that it is not subject to the limitation of liability contained in this Section.

(i) Recover any expenses, damages or costs, including attorneys' fees (including the allocated costs for services of in-house counsel), that Agent may incur because of any fraud, willful misrepresentation, misapplication of funds, or waste or intentional damage of or to any collateral for the Loan.

U) Enforce any indemnity or other obligation of Borrower, any general partner of Borrower, or any other party, arising from or in connection with Agent's issuance or performance of, or under any set aside letter, or the enforcement of any set aside letter against Agent.

(k) Pursue Agent's rights and remedies available at law or in equity, as against Borrower, any general partner of Borrower, any guarantor, or any other person, whether arising by contract, in tort, or otherwise, for any fraud, intentional misrepresentation or omission, waste or intentional destruction of any of the collateral securing the Loan, wrongful appropriation of insurance or condemnation proceeds, rents, lease payments or other income, conversion of sums which Agent is entitled to, or any other claims or causes of action.

13.5 No Impairment; No Waiver. Nothing contained in this Section impairs the validity of any Loan Document or any lien or security interest created or perfected by it. Nothing herein shall be deemed to be a waiver of any right which Agent may have under Sections 506(a), 506(b), 111 l(b) or any other provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the debt secured by the Deed CAC WEST Promissory Note -14-

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of Trust, including the full face amount of this Note, or to require that all of the Property and other collateral given to secure the Loan shall continue to secure the Loan.

[Remainder of page intentionally left blank.]


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IN WITNESS WI-IER:EOF first above written.

Borrower has duly executed and delivered this Note to Agent as of the date

"BORROWER"

CAC a California limited n:,rtnP•rs~,in

By: CAC a California limited liability company, its Administrative Gene artner

Kasey Burke Vice President

By: WCH Affordable XXII, LLC. a California limited liability company, tts Managing General Partner

By: Western Community Housing, Inc.,

CACWEST

a California nonprofit public benefit corporation. its Sole Member and Manager

By: Sandra Gibbons

Executive Vice President and CFO

S-1

LEGAL_US_W II 89549893

IN WITNESS WHEREOF, Borrower has duly executed and delivered this Nole !o Agent as of the date first above written.

"BORROWER"

CAC WEST, L.P., a California limited partnership

By: CAC We$!, LLC, a California limited liability company, its Administrative General Partner


By: WCH Affordable XXII, LLC, a California limited liability company, its Managing General Partner

By: Western Community Housing, Inc., a California nonprofit public benefit corporation, its Sala Member and Manager

By:

CACWEST Promiuory Nole

LEGAL_US_W# 89549893

I

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LIMITED OBLIGATION MULTIFAMILY HOUSING REVENUE BONDS


Principal Amount $26,067,000

2017ISSUE D

Maturity Schedule to Final CDIAC

Maturity Date June 1, 2035

Dated Date May 5, 2017